PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE FOR ALL USERS (THE "USER AGREEMENT") CAREFULLY PRIOR TO YOUR SUBMISSION TO ANY APPLICATION OR CONTACT FORMS TO THIS WEB SITE OR TO ANY OTHER PAYEX LLC SERVICES.
 

BY UTILIZING THE SITE, YOU (“USER” or “YOU” or “YOUR”) HEREBY AGREE TO BE LEGALLY BOUND BY THIS USER AGREEMENT WHICH INCORPORATES BY REFERENCE THE PRIVACY POLICY POSTED ON THIS WEB SITE, AS SUCH DOCUMENTS ARE AMENDED FROM TIME TO TIME. [www.payex.co/privacypolicy]. IF THIS AGREEMENT IS NOT ACCEPTABLE AND YOU ARE UNWILLING TO BE BOUND BY IT, PLEASE DO NOT USE THE SITE OR ENTER ANY INFORMATION ABOUT YOURSELF OR TRANSACT ANY BUSINESS THROUGH THIS SITE. THIS USER AGREEMENT IS ALSO INTENDED TO BE USED IN CONJUNCTION WITH ANY OTHER AGREEMENT BETWEEN YOU AND US. ANY CONFLICT BETWEEN THIS AGREEMENT AND SUCH OTHER AGREEMENT SHALL BE RESOLVED IN FAVOR OF SUCH OTHER AGREEMENT, WHICH SHALL CONTROL.
 

Payex LLC (referred to as "we" or "us" or “our”) is the owner and operator of this website (the "Website" or “Service”) and the materials and services provided thereon. By using the Service, You acknowledge that You have been advised that We are not a bank or financial institution of any kind and that We are not in the banking business.
 

COMMERCIALLY REASONABLE EFFORT AND NO GUARANTEE
Due to circumstances beyond Our control, particularly delays in handling and posting deposits and Bill Payments, some transactions may take longer to be credited to or debited from Your account.  We will bear no responsibility for any late payment related charges due to the actions of others or that are outside of Our direct control. You agree that this Website is being offered as a service only. You acknowledge and agree that We will take commercially reasonable steps to ensure the validity of each check You enter into/through Our Website. However, We do not guarantee the validity of any check entered or the information entered in connection with the check. We do not guarantee funds and if funds are not available when processed through Your financial institution, it is your sole responsibility to collect said funds. In addition, We do not guaranty that once funds have been verified that the status of Your client’s bank/financial account will not change prior to the withdrawal or depositing of funds. We do not process ACH transactions unless You have been notified that Your account is approved for ACH credits and/or debits. By utilizing the Service, You acknowledge and agree that all checks are processed by one or more of the following; Check 21, Demand Draft, Image Cash Letter, Image Replacement Document, Remotely Created Check, Remote Deposit Capture, X9, or sent to You or the address You provided for Your customer, as directed by You.

​
 

LICENSE, ACCESS AND INTERFERENCE
The contents of this Website and the materials located thereon are protected by copyright, trademark, trade secret and other laws and are the sole and exclusive property of us and/or other owners.  We grant you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, non-transferable license to access and make personal use of the Website and the materials located thereon.  This license does not include any resale, redistribution, replication, public display, republication or similar commercial use of this Website or its contents or the materials located thereon, except as expressly provided herein or any other agreement that you have entered into with us; any collection and use of any materials located on the Website, descriptions, or prices; any derivative use of this Website or its contents or the materials located thereon; any downloading or copying of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.  This Website or any portion of this Website or the materials located thereon, may not be reproduced, duplicated, copied, sold, resold, visited, modified, disclosed, publicly displayed, reverse engineered, disassembled, decompiled or otherwise exploited for any similar commercial or other purpose without our express written consent or as otherwise permitted in any other agreement with us.  You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or materials (including images, text, page layout, or form) of ours or of any third party on the website without our express written consent.  You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use of the Website, materials located thereon or services terminates the permission and license granted by us.  You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Website so long as the link does not portray us or any products or Services offered on the website in a false, misleading, derogatory, or other manner which we deem offensive.  You may not post any material or information on the Website that is false, misleading, derogatory, defamatory, obscene, harassing, violative of the law or anyone's rights or which we deem offensive.  We have the right, but not the obligation to monitor your use or other users' postings or other use of this Website.  You may not use any logo or other proprietary graphic or trademark on the website as part of the link without our express written permission. You will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website.  You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.  We reserve all rights in the Website, Services and materials located thereon that are not expressly granted under this Agreement and no additional rights or licenses are granted to you by implication, estoppel, course of dealing or otherwise.

LINKS TO THIS SITE
If you link to the Site you agree not to:

• create frames around the Site or use otherwise alter the Site's visual presentation;

• imply that We are endorsing you or your products and services or your website;

• imply an affiliation between you and Us without our prior written consent;

• present false or misleading impressions about our products and services or your products and services;

• contain materials that may be interpreted as distasteful or offensive.

• In establishing links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of the Website.  You agree to remove any links you have to the Website immediately upon our request.
   

LINKS TO THIRD PARTY WEBSITES
We are not responsible for the availability of any other site to which the Website links.  We do not endorse or take responsibility for the content, advertising, products or other materials made available through any other site.  Under no circumstances will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, goods or services available on any other site.  You should direct any concerns to that site's administrator or webmaster.
 

AGE
This Website is intended for use by people over the age of Seventeen (17). BY UTILIZING THE SERVICE, YOU REPRESENT THAT YOU ARE OVER THE AGE OF SEVENTEEN (17).
 

PROFILE INFORMATION
Information included in your Service profile, as identified in the application, including, but not limited to, your user name, password, and payment account data, is used as part of the Service with participating billers that offer their own biller direct sites through our Website.

 

EXCLUSIONS OF WARRANTIES
THE SERVICE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
 

PASSWORD AND SECURITY
You agree not to give or make available your password or other means to access your account to any unauthorized individuals.  If you permit Authorized Users or other persons to use the Service or your password or other means to access your account, you are responsible for any transactions they authorize or process.  If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify us during customer service hours.
 

ERRORS AND QUESTIONS
In case of errors or questions about your Service transactions, you should as soon as possible notify us via one of the following:

• Telephone us at 818-928-5041 during customer service hours;

• Write us at:

Payex LLC

201 W. Garvey Avenue

Box 102-377

Monterey Park, CA 91754

If you tell us verbally, we may require that you send your complaint in writing within ten (10) Business Days after your verbal notification.  We will tell you the results of our investigation within ten (10) Business Days after we hear from you, and will correct any error promptly.  However, if we require more time to confirm the nature of your complaint or question, we reserve the right to take up to ninety (90) days to complete our investigation.  If it is determined there was no error we will mail you a written explanation within three (3) Business Days after completion of our investigation.  You may ask for copies of documents used in our investigation.

 

PRIVACY POLICY
The Service's policy with respect to use of Your information will be in accordance with Our privacy statement that may be viewed at www.payex.co/privacypolicy. You understand and agree that all data will be entered by You, Your clients, or Your authorized agent (See above regarding allowing others to access your account).  
 

DEBIT AUTHORIZATION
You are responsible for all charges processed using your account. By utilizing the website or service in any way, including but not limited to transactions entered via API or through third-party programs, You are accepting full legal responsibility for collecting and entering accurate checking and/or savings account data from Your clients and You are certifying to Us that You have the right and permission to debit from Your client’s account(s). Each transaction submitted for processing represents payment for a bonafide good or service provided to Your client. You attest that all payments comply with applicable local, state, federal, and/or international law. All telephone transactions shall consist of a voice recording of Your client's authorization or written notification to proceed with the payment. Said voice recording or written notice shall be stored for at least two (2) years from the date of the transaction processing date using commercially reasonable methods to secure the same. You shall make such information available to Us upon demand. Upon Our request, You shall participate in calls with Your customers and Us, and provide any assistance necessary to resolve customer payment disputes. Upon Our request, You shall provide any additional licenses, certificates, opinions, and all other documents and instruments that We may consider appropriate, in a form satisfactory to Us.

​

Any invalid, fraudulent or missing data is Your responsibility and not Our responsibility. YOU REPRESENT, WARRANT AND CERTIFY THAT YOU HAVE THE LEGAL RIGHT TO DEBIT FROM SUCH CLIENT’S CHECKING ACCOUNT.
 

SERVICE FEES AND ADDITIONAL CHARGES
By utilizing the service, You agree that You have read this Agreement, have been informed of and agree to the fees and expenses charged to You for the use of Our Website. You agree that We may make deposits to any bank account You designate and that We may verify such accounts in advance (or at any time thereafter) as We deem necessary. Any fees associated with Your existing financial institutions accounts will continue to apply. You are responsible for any and all telephone access fees and/or internet service fees that may be assessed by Your telephone and/or internet service provider. When applicable, You agree to pay any other applicable charges and authorize the Service to deduct such charges from Your designated bank account, credit card or debit card You provide to Us. You agree to allow Your signature on file with Our Service to be placed on Your fee checks due and payable to Us, as well as on refund checks, bill payments, or any other item where it may be required. All fees are charged in United States Currency. By utilizing the service, You agree that We may deduct Our fees from Your bank/financial account or institution. You agree to pay Us for any of Our expenses in attempting to collect the amount of unpaid fees incurred by Us. You acknowledge that We may report any facts concerning the return of any items to any credit reporting agency. On Credit Card and Debit Card processing You will be charged through the provider that We place You with unless you use Us as a gateway only. If you utilize Us solely as a gateway to process transactions to Your current Credit Card processor, We may charge a setup fee, monthly fee, and per transaction fees. These fees may be deducted from Your checking account on file. 

​

a) Email Notices
A Two Dollar ($2.00) fee will be charged if you do not provide an electronic mail address or Two Dollar ($2.00) fee if You provide a non-working electronic mail address. If You provide email addresses that are fake, such as serialized emails (12345@gmail, 12346@gmail, 12347@gmail), or emails we verify with consumers as not theirs, We reserve the right to remove the email address/es before we process Your checks, and charge You a Two Dollar ($2.00) fee per check processed. If You are caught entering false email addresses, such as "no@email.com" it will be considered a Violation of our terms. Our staff will locate any and all occurrences and bill You Two Dollars ($2.00) for each one for up to Thirty (30) previous days. You will also incur a research charge of One Hundred Dollars ($100.00).

​

b) Automated Electronic Verification
We charge a fee for every Automated Electronic Verification (hereinafter referred to as "AEV") performed. Once Your merchant account is approved We will activate the AEV system, which will be performed on each and every check You enter into Our system. This service is provided by a recognized national third party. NO GUARANTEE OR WARRANTY IS GIVEN ON ANY AEV. If You wish to be removed from this AEV, it must be requested and approved in writing. 

Checks that fail the AEV will not be processed, unless you override the warning. Some failed AEV warnings may not be overridden.

​

c) Phone Verification
We charge an additional fee if a check is at least One Hundred Dollars ($100.00), and we perform a Phone Verification by calling the financial institution from which the funds are to be withdrawn, before presenting the check to Your financial institution.

This Phone Verification service is automatically turned on for checks One Hundred Dollars ($100.00) or more. If You do NOT wish to use this service, You must log into Your account, go to ACCOUNT on the menu bar. Choose MY ACCOUNT. In the middle of the screen, under ACCOUNT DETAILS, choose VERIFICATION. Then, under VERIFICATIONS AND BLOCKED ACCOUNTS, choose PHONE VERIFICATION. You can turn on and off the service there, and change the minimum amount threshold to process the Phone Verification. If You do not, You will be billed for the service.

We do not offer a guarantee that once the check has been verified by phone that it will clear. We do not guarantee that We can verify all checks, or all information relating to such check/s. Information verified by financial institutions varies from institution to institution. We may only be able to verify the account is open and active, and such verification will be considered a Pass if confirmed with the financial institution. We may only be able to verify the Routing and Account numbers, and if funds are available. In most cases, We Do Not verify the Name and Address or Telephone number on the check. NO GUARANTEE OR WARRANTY IS GIVEN ON ANY PHONE VERIFICATION.

Checks that fail the Phone Verification will not be processed, unless You override the warning. Some warnings may not be overridden.

 

d) Address Validation
Some High Risk and Prepaid Merchant accounts are required to have Address Validation performed on all checks entered and processed. This validation is a Third-Party US Postal Service Address Validation, and NOT a validation of the address associated with the bank account. We charge a fee of TWENTY-FIVE CENTS ($0.25) on all address validations performed. If You wish to be removed from this service, it must be requested and approved in writing. 

 

e) Returned Service Fee
If Our Service fee is returned unpaid by Your financial institution, then We charge a returned check fee based on the allowable amount in your state. If a second item is returned unpaid, then We may place your account on High-Risk Status and require a backup funding source (e.g., credit or debit card, security deposit, etc.).

 

f) Setup, Monthly, and Reactivation
We charge a Setup Fee of Ninety-Nine Dollars and 95 Cents ($99.95), and for high risk accounts as much as Four Hundred Ninety-Nine Dollars and 95 Cents ($499.95). We charge a Monthly Fee of Twenty to Fifty Dollars ($20.00 - $50.00) and may charge higher based on Your account. If Your account is Deactivated for any reason, We may charge a Reactivation Fee of Ninety-Nine Dollars and Ninety-Five Cents ($99.95).

 

g) Annual Gateway Fee (Only valid on accounts open Prior to 2016)
We charge an annual fee of One Hundred Ninety-Nine Dollars and 95/100 ($199.95). If You process at least one (1) check each Three (3) months, We may waive the annual charge.

​

h) Change or Addition of Credit / Debit Card or Checking Account
We charge Ten Dollars ($10.00) if You add or change Your credit or debit card on file. We also charge this Ten Dollar ($10.00) fee if You add or change Your checking account on file.

 

i) Billpay Service
We charge a minimum fee of Four Dollars ($4.00) on all Billpay checks We process for You. When You process a Bill Payment using Our gateway, You understand that this is not an electronic payment. A physical check is created and mailed using the United States Postal Service or another third-party provider.

 

j) Credits, Batch, and Hold Times
We charge a fee for each ACH credit you process through our system, in which the credit is processed to a designated checking or savings account. We may charge a per batch fee of up to Ten Dollars ($10.00). When You make a deposit for processing future credits, We may hold that deposit for up to three (3) banking days before allowing You to release credits.

 

k) Wire Deposits
When You send a Wire Transfer to Us for the purpose of sending future ACH credits, We may charge a fee of up to Fifty Dollars ($50.00). 

 

l) Returned ACH or ICL
When You use Our gateway to process ACH (Automated Clearing House) or ICL (Image Cash Letter) debits or credits, to or from Your customer's bank account, and an item is returned unpaid for any reason, We will charge You a fee.

 

m) Green Shield
We may require as a condition of service that You maintain a Corporate Compliance Program (herein referred to as "CCP"). We may charge a fee for assisting Your company in setting up and maintaining a third-party CCP (provided by Compliance Ninja) if You do not already have one. To avoid the following fees, You must prove within Thirty (30) days of merchant account approval that You already have a CCP in place. This proof must be in the form of a copy of Your corporate compliance documents. We will not accept a written statement that You have one.

If We inform You that We require that You maintain a CCP, You will be charged Three Hundred Ninety-Nine Dollars and Ninety-Five Cents ($399.95) per year if You fail to become compliant, and Your account may be subject to closure if You remain non-compliant.

At times, We may offer a discount off of Your rates if You have and maintain a CCP.

We may bill You directly or share Your billing information with a third party for the sole purpose of payment of Your compliance fees.

 

n) Risk Management Pool
We may charge a fee for Risk-based on certain underwriting criteria. See the paragraph below labeled RISK MANAGEMENT POOL for more information. If You are required to pay this additional fee it is Not Refundable and once paid has No Cash Value.

 

o) Monthly Minimum
We may require that You process enough funds to meet a minimum monthly charge (hereinafter referred to as "Monthly Minimum"). As an example, if You state in Your application that You process One Hundred Thousand Dollars ($100,000.00) per month, underwriting may base Your pricing off of that amount. As an example only, We may require that Your processing fees are equal to or greater than One Thousand Dollars ($1,000.00) per month. If You fail to process enough to be charged One Thousand Dollars ($1,000.00), the difference will be billed to You at the end of the month, or on the first day of the following month. You will be required to meet this Monthly Minimum. If Your volume of processing changes, We may change the Monthly Minimum.

 

p) Per Transaction Fee
You understand and agree that We charge a per-transaction fee and a percentage of the transaction amount on all electronic checks processed.

​

q) Minimum Fee Per Check
The minimum fee per check is Seventy-Five Cents ($0.75). This does not apply to transactions processed via ACH.

 

r) System Maintenance Fee
We charge an annual fee of Nineteen-Dollars and 95/100 ($19.95) on December 31st to recover imposed system maintenance costs that we incur throughout the year. If You have been a merchant for less than Ninety (90) days, you can request in writing that we refund this amount.
 

EARLY TERMINATION
All merchant accounts are subject to an Early Termination fee equal to the amount of the Refundable Deposit. This Early Termination Fee will be charged against the deposit should You choose to close Your merchant account within the first One Hundred Eighty (180) days of notice of account approval by Our underwriting department. 

​

If You have signed a twelve (12) or twenty-four (24) month agreement You are required to give at least sixty (60) days advance written notice of cancellation before the expiration of Your contract or the agreement will continue for an additional twelve (12) or twenty-four (24) months.
 

PREPAID ACCOUNT
If You are approved as a Prepaid Merchant (hereinafter referred to as "PM") all deposits received will be credited to Your Merchant Account. However, You understand and agree that all deposits received are NON-REFUNDABLE for any reason. Any unused funds are considered FORFEIT after One (1) year. If You choose to close Your account, there will be NO REFUND. Prepaid funds may NOT be transferred to another merchant account, even under the same business name. If Your account is closed for fraud, there will be NO REFUND issued.

​

You understand as a PM same day deposits to financial institutions may Not be Available. All checks processed will be through the financial institution or branch where You opened Your account. This will be based on the information You give to Us regarding Your bank account.

​

You understand that the minimum wire transfer is One Hundred Dollars ($100.00). If We receive less than One Hundred Dollars ($100.00), We will charge You a wire transfer fee of Fifteen Dollars ($15.00). As an example, if You send Thirty-Five Dollars ($35.00), You will see a deposit to Your prepaid funds of the Thirty-Five Dollars ($35.00) and then a fee of Fifteen Dollars ($15.00).

You understand that the minimum ACH deposit is One Hundred Dollars ($100.00). If We receive less than One Hundred Dollars ($100.00), We will charge You a fee of Five Dollars ($5.00). As an example, if You send Thirty-Five Dollars ($35.00), You will see a deposit to Your prepaid funds of the Thirty-Five Dollars ($35.00) and then a fee of Five Dollars ($5.00).

You understand that the minimum Crypto Currency Deposit is One Hundred Dollars ($100.00). If We receive less than One Hundred Dollars ($100.00) We will charge You a Fee of Five Dollars ($5.00). As an example, if You send Thirty-Five Dollars ($35.00), You will see a deposit to Your prepaid funds of the Thirty-Five Dollars ($35.00) and then a Fee of Five Dollars ($5.00). You further understand that Crypto Currencies can be extremely volatile at times. We cannot be responsible for any loss of value in transit. Transit times can vary based on which currency You are sending to Us, the time of day, and the congestion at the time You send. We value the currency at the time of receipt, not based on when You sent it.

​

You understand that there may be different PM plans offered from time to time. If You would like to switch plans, You must do so in writing and pay the Activation Fee associated with the new plan in full before being switched to the new plan. Also, You must be approved for the new plan. New plan offers may not be automatic, and not all account holders will qualify.
 

EXCLUDED MERCHANTS AND ACTIVITIES
It is Our corporate policy not to knowingly provide Services for any person or organization whose use of the Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which we decline to accept and conduct business generally ("Excluded Activities"). These Excluded Activities include but are not limited to the following:

• Internet Gaming/Gambling

• Pornography or other Sexually-Oriented Business

• Psychic or Horoscope Consultation Services

• Outbound Telemarketing

• Debt Consolidation Services

• Prepaid Vacation/Timeshare Solicitation Services
   

We may make exceptions from time to time as long as the merchant is not involved in illegal activities. We may publish from time to time a more detailed and comprehensive list of businesses and activities which We include within the scope of Excluded Activities. We reserve the right to reject any proposed Merchant account which We deem in Our sole discretion could use our Services in conjunction with any Excluded Activity, or in any manner, we believe may directly compete with Our services. If We discover after accepting a Merchant account that the Merchant is utilizing Our Services in conjunction with an Excluded Activity, or is possibly in direct competition, We may immediately terminate or suspend the account without notice, without liability to Us or our Resellers.

 

 

ACH PROHIBITED LIST
NACHA provides a list of prohibited merchants, which is updated from time to time. We will not knowingly process for the following business types via ACH:

• Adult Videotext Merchants

• Age Verification Services

• Airlines

• All Adult Entertainment, sexually oriented or pornographic merchants, including but not limited to: Adult telephone conversations; Internet sex/porn; Adult pictures & photos; Misc. adult entertainment (not elsewhere classified)

• Annual Billing with High Average Tickets

• Bankruptcy Lawyers/Firms

• Business Practices Promoting Racism, Violence, Abuse, Discrimination or Other Immoral Activity

• Cable box de-scramblers

• Cannabis/MMJ/CBD

• Check cashing services

• Collection Agencies

• Counterfeit items, including but not limited to: Currency; Coins: stamps: Counterfeiting equipment; Trademark infringement

• Credit Repair Services

• Cryptocurrencies

• Downloadable Software

• Drug Paraphernalia

• Escort or Dating Services

• Gambling Establishments

• Human Growth Hormones

• Illegal products/Activities of any Kind

• Intellectual Property Rights Violators

• Internet as Seen on TV Products

• Internet Perfume Stores

• Internet Pharmaceutical Sales

• Internet Tobacco Sales

• Internet/Mail-Order designer/imitation handbags

• Internet/Mail-Order watches

• Investment opportunities

• Knock off Athletic Shoes

• Kratom

• Long Distance Services

• Lottery Sales

• Male or Female Sexual Enhancement Supplements or Products

• Massage Parlors (unless licensed for physical therapy)

• Matrix Merchants

• Medical Advice

• Multi-level Marketing

• Negative Option Billing

• Outbound/Inbound Telemarketing

• Pre-paid legal advice/services

• Pre-Paid Phone Cards

• Pyramids/Ponzi Schemes

• Stolen property

• Sunglasses

• Time Share Sales

• Travel Agencies
   

PLACEMENT
If You apply for an account with Us and do not provide all of the required proper documentation, or are declined due to underwriting qualifications, We have the right to place You with another provider. You will still be charged the Setup Fee and Monthly Fee associated with your account type. You understand that the other processor may not process Your checks directly to Your bank, and may mail Your processed checks to Your address on file. The other processor may also require a Credit or Debit Card in order to process Your checks, and charges a different rate per check. Should we place you with another provider You agree to abide by the Terms and Conditions set forth in their agreement.
 

PROCESSING SERVICES
Definitions: The following terms used shall have the meaning identified below:

• "Depositor" shall mean the Customer who deposits checks using the Services.

• "Services" shall mean the Green Gateway.
   

Deposit Services Requirements: All checks deposited electronically by the Depositor through use of the Services shall be subject to the following requirements:

• The check will not be deposited through the Services more than once;

• All checks will conform to the requirements of the Depositor’s deposit agreement with the Depositor’s financial institution;

• All checks will conform to the requirements of Check 21 laws and regulations; and

• The Depositor shall review and validate the accuracy and completeness of the check data being captured including but not limited to the amount of the check.
   

Depositor Liability: Depositors shall be solely liable and responsible for all damages, losses, expenses, and claims arising from any of the following which is not caused by Green:

• Duplication of images of deposited checks using the Services;

• Alteration of images of deposited checks;

• Inaccurate or incomplete data captured from the deposited checks;

• Deposit of checks on accounts with insufficient funds, counterfeit checks, fraudulent checks, or checks bearing unauthorized or forged endorsements;

• Acts of fraud, negligence or willful misconduct committed by employees, agents or subcontractors of Depositors in depositing checks using the Services;

 

Depositors shall defend, indemnify, and hold harmless Green By Phone, Inc. from any such damages, losses, expenses and claims which arise from the foregoing events not caused by Green.
 

END USER DATA
If You use any Third Party system, including but not limited to PLAID (Plaid.Com) or Cashflow Solutions (FollowTheFrog.Com), to obtain sensitive end-user data including but not limited to Routing and Account Numbers, You must notify Us in writing that You are doing so. You must also provide written approval from such Third Party to pass End User sensitive data to Us prior to processing data through Our Gateway. 

​

At this time, We will only accept End User Data from PLAID and Cashflow Solutions, and written approval is required directly from either third party. If You are using a different provider, we may not accept transactions and/or may decline Your request for a merchant account.

​

Failure to report this type of pass-through End User data may result in immediate merchant account closure.

 

FOURTEEN DAY CHECK RULE
We reserve the right to delete any check that has not processed, for any reason, after fourteen (14) days. This does not affect post-dated checks. The rule only applies to checks not processed fourteen (14) days after the date listed on the check.
 

API ACCESS
You understand and agree that We are not required to assist You with anything on Your website, Your system, in any of Your development, or in any third-party development that You may undertake when using Our services or API. If We assist You in any project, to include E-Commerce and third-party applications, You agree to hold us harmless. You are solely responsible for making sure that a separate, competent developer inspects all of the work. Any advice, programming assistance offered or developed by Our team, or any use of Our plugins or widgets, or any ancillary software may only be used WITHOUT WARRANTY.

 

We do not grant You a license to use Our logo or name in any of Your work or projects without expressed written consent from Us.
 

REFUNDABLE DEPOSIT
A minimum One Hundred Fifty Dollar ($150.00) Refundable Deposit is required on all active merchant accounts. We may increase or decrease the required Refundable Deposit amount at any time based on your processing volume. 

​

If You open a merchant account with Us, then cancel service within the first one hundred and eighty (180) days, Your refundable deposit will be considered FORFEIT. It will NOT be returned to You.

​

Upon cancellation or termination of your account after the first one hundred and eighty (180) days, we will return such deposit within one hundred eighty (180) days of Written Notice (by email or mail) from You requesting the deposit be returned, less any outstanding balance, fees, or collection costs associated with Your account. Should We find that Your account is involved in, or processing, fraudulent checks, or any possible illegal activity We may seize Your deposit, and it will be considered FORFEIT and not eligible for return unless You prove beyond a reasonable doubt that You are in no way involved in any illegal activities.
 

RETURNS
As the merchant, You are responsible for everything entered by You or Your customer. In the event of a Returned Check to Your bank account, You may report that returned check to Us online for a possible fee credit. If approved, the fee we charged You will be returned to Your merchant account as a Credit Only, which can be used towards future fees. It will not be refunded to Your bank account or payment method used. There are specific rules regarding reporting a Returned Check. In order to receive a fee credit, You must follow those rules. We will not issue a fee credit if Your submission breaks any of the rules listed on Our website or in Our Terms and Conditions. We do not accept submissions via email or mail. We will Not issue a credit or pay for any fee that Your financial institution charges You for a Returned Check. You are solely responsible for any fees Your bank charges. Also, You are solely responsible for collecting any amount due to You by Your customer in relation to any Returned Check, to include collection costs, bank, or any other related fees. You hereby release, agree, and covenant not to sue Us, Our subsidiaries and affiliates, and Our and their respective officers, directors, agents, employees, suppliers, and independent contractors, from or in connection with any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with a returned or unpaid check.

ACH AND ICL RESERVE
***IF YOU ARE NOT INFORMED IN WRITING, EITHER BY REGULAR MAIL OR EMAIL, THAT YOU ARE REQUIRED TO HAVE A RESERVE THEN THIS PARAGRAPH DOES NOT PERTAIN TO YOU***

​

We expressly maintain the right, and You acknowledge, understand and agree with Our absolute right, to hold a RESERVE against Your processing. In particular, We may charge a percentage of the total daily debits or credits processed by You.

​

We may add a required reserve at any time for any reason. We may lower or raise the required reserve at any time for any reason. We will always notify You in writing if We require a reserve or Your reserve is being changed, along with the reason for the change.

 

We may hold amounts in RESERVE for up to 365-days. You grant us a security interest in the reserve for all sums due and owing to Us under this agreement.
 

ACH DEBITS AND CREDITS
Refer to Your ACH Agreement For Corporate Payments for specific terms.
 

RISK MANAGEMENT POOL (This paragraph is only applicable if you were informed that you are part of the RMP)
All merchant accounts that are required to be a part of our Risk Management Pool (hereinafter referred to as RMP), You understand and agree that this is NOT A RESERVE.

​

***IF YOU ARE NOT INFORMED IN WRITING, EITHER BY REGULAR MAIL OR EMAIL, THAT YOU ARE A PART OF THE RMP THEN THIS PARAGRAPH DOES NOT PERTAIN TO YOU***

​

We expressly maintain the right, and You acknowledge, understand, and agree with Our absolute right, to charge for an RMP against your prepaid balance or as a fee to your credit or debit card on file, or to your bank account. 

​

In particular, We may charge a percentage of the total daily batch of checks processed by You. This is a fee for the high amount of risk We take for approving Your account.

​

Under certain controlled conditions, You may earn the full or partial amount back as a credit towards future fees. The credit has No Cash Value and will not be returned to Your bank account or refunded if Your account is closed for any reason.

​

We will hold amounts charged in the RMP for up to 365 days. We may use the RMP for any purpose, including but not limited to attorneys fees, bank recovery fees, and any losses. Upon the release of funds held in the RMP, We shall apply the same as a credit towards charges on future transactions. We will not credit Your bank account. The credit has No Cash Value and will not be returned to Your bank account or refunded if Your account is closed for any reason.

​

If Your merchant account with us goes Dormant (does not process a single Debit / Check for 30-days) without prior written consent from us this RMP is considered forfeit and will not be returned to You. If Your merchant account is Closed by You or Us for any reason, this RMP is considered forfeit and will not be returned to You.
 

ALTERATIONS AND AMENDMENTS
This Agreement, applicable fees and service charges may be altered or amended by the Service from time to time, with or without notice to You. It is Your sole responsibility to read and stay up to date on any changes made. Any use of the Service constitutes your agreement. Further, the Service may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates. You authorize Us to send or provide by electronic communication (including posting a notice to the Website) any notice, communication, amendment or replacement to the Agreement, or disclosure required to be provided orally or in writing to You. You agree to receive any electronic communication provided to You and will not attempt to avoid receiving any such communication. You are deemed to have received any electronic communication provided to You when they are made available to You.
 

ADDRESS OR BANKING CHANGES
It is Your sole responsibility to ensure that the contact information in Your user profile is current and accurate. This includes, but is not limited to, name, address, phone number(s), and e-mail address(es).  Changes can be made either within the application or by contacting customer service.  Any changes in Your Account should also be made in accordance with the procedures outlined on the Website. Most changes made are effective immediately, with exception of banking and or credit/debit card information, which must be reviewed and approved. The Service is not responsible for any payment processing errors or fees incurred if you do not provide accurate account or contact information.
 

SERVICE TERMINATION, CANCELLATION, OR SUSPENSION
We may temporarily suspend or completely terminate Your merchant account, at any time, for any reason, with or without notice to You. We may do so without any advance warning. 

In the event You wish to cancel the Service, You must give an advance thirty (30) day notice. You may do so via one of the following:

• Write us at:

Payex LLC
201 W. Garvey Avenue

Box 102-377

Monterey Park, CA 91754

• By email to: info@payex.co
   

Any payment(s) the Service has already earned or processed before the requested cancellation date will be completed by the Service.  The Service may terminate or suspend Service to you at any time.  Neither termination nor suspension shall affect Your liability or obligations under this Agreement.

​

We may suspend or terminate Service to You after Six (6) months of inactivity or Four (4) consecutive days of failed charges (if You are billed via credit card and the card fails continuously for four (4) straight days). 

​

Upon termination, cancellation, or suspension of Service, We will not provide account history or reports or customer information. It is Your sole responsibility to gather and maintain data prior to any termination, cancellation, or suspension. 

​

If You close Your account and later decide to reopen, it may be subject to new or additional documents and underwriting approval. There is a fee for reinstating Your account after it has been closed. 

​

Also, see the paragraph pertaining to EARLY TERMINATION.

 

INFORMATION AUTHORIZATION
You agree that the information You provide to the Service can go through a verification process. You agree that the Service reserves the right to obtain financial information regarding Your Payment Account from Your financial institution (for example, to resolve payment posting problems or for verification). In addition, You agree that the Service reserves the right to request a review of Your credit rating at its own expense through an authorized bureau. You agree that We may contact any customer You enter into the system to verbally verify Your right to process a payment from their bank or financial account. You agree that We may contact any of Your customers or Your financial institution to discuss any transaction of any amount if We feel there is a reason to investigate any check that You or Your customer entered for payment. We do this to protect consumers and banks from possible fraudulent activity. You agree that we may validate by text, or any other means necessary, any device used to make a payment.
 

CRIMINAL BACKGROUND CHECK
You authorize Us to perform a Nationwide Criminal Background Check during the underwriting process (before approving You as a merchant) and anytime while Your account is active (after approval) with us. We may request a background check on anyone You give access to as an agent or sub-user. We may search Your current Criminal Background history with or without a specific cause, and You authorize us to do so at any time for any reason. This extends to any agents or sub-users to whom You grant access to Your merchant account.

​

You have the right to know what is in Your file. The following is a Summary of Your Rights:

• You must be told if the information in your file has been used against you. Anyone who uses a credit report or another type of consumer report to deny your application for credit, insurance, or employment – or to take another adverse action against you – must tell you, and must give you the name, address, and phone number of the agency that provided the information.

 

• You have the right to know what is in your file. You may request and obtain all the information about you in the files of a consumer reporting agency (your “file disclosure”). You will be required to provide proper identification, which may include your Social Security number. In many cases, the disclosure will be free. You are entitled to a free file disclosure if:

  • a person has taken adverse action against you because of information in your credit report;

  • you are the victim of identity theft and place a fraud alert in your file;

  • your file contains inaccurate information as a result of fraud;

  • you are on public assistance;

  • you are unemployed but expect to apply for employment within 60 days.

  • In addition, all consumers are entitled to one free disclosure every 12 months upon request from

  • each nationwide credit bureau and from nationwide specialty consumer reporting agencies. See

  • www.consumerfinance.gov/learnmore for additional information.

 

• You have the right to dispute incomplete or inaccurate information. If you identify information in your file that is incomplete or inaccurate and report it to the consumer reporting agency, the agency must investigate unless your dispute is frivolous. See www.consumerfinance.gov/learnmore for an explanation of dispute procedures.

​

• Consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information. Inaccurate, incomplete, or unverifiable information must be removed or corrected, usually within 30 days. However, a consumer reporting agency may continue to report information it has verified as accurate.

​

• Access to your file is limited. A consumer reporting agency may provide information about you only to people with a valid need – usually to consider an application with a creditor, insurer, employer, landlord, or other business. The FCRA specifies those with a valid need for access.

​

• You may seek damages from violators. If a consumer reporting agency, or, in some cases, a user of consumer reports or a furnisher of information to a consumer reporting agency violates the FCRA, you may be able to sue in state or federal court.

​

• Identity theft victims and active-duty military personnel have additional rights. For more information, visit www.consumerfinance.gov/learnmore.

​

States may enforce the FCRA, and many states have their own consumer reporting laws. In some cases, you may have more rights under state law. For more information, contact your state or local consumer protection agency or your state Attorney General.

​

The Summary of Your Rights provided above does not reflect certain amendments contained in the Consumer Reporting Employment Clarification Act of 1998. The following additional information may be important for you:

• Records of convictions of crimes can be reported regardless of when they occurred.

 

ON-SITE INSPECTION
You agree to permit Our representatives and agents, or any financial institution partner, to audit, visit and inspect Your place of business and to examine Your books of account and discuss Your affairs, finances, and practices at any time with a minimum of forty-eight (48) hour advance notice.
 

RIGHT TO AUDIT
We reserve the right to audit Your compliance with this Agreement and the NACHA rules. If We request to audit your records, You are required to produce the requested information within Ten (10) days.

 

INVESTIGATING IDENTITY THEFT
When investigating possible Identity Theft or possible Fraud of any kind, We reserve the right to share Your information and the information about Your transactions with Credit Reporting Agencies, Banks, Banking Related Services, without limitation, to the extent We deem necessary. We may investigate You and Your transactions after receiving any report from a consumer or a Consumer Reporting Agency, without the need to notify You the investigation has been opened, or any requirement to notify You of the results, unless required to do so by a court of law.

 

OUR VENDORS
You hereby authorize Our venders or any credit reporting agency used by Our venders to obtain financial, credit, and background information relating to Your business and any owner of Your business, for the purpose of verifying the financial and corporate standing as Our venders deem appropriate, for the purpose of using the services of Our vendors.

 

DISPUTES
In the event of a dispute regarding the Service, you and the Service agree to resolve the dispute by looking to this Agreement. You agree that this Agreement is the complete and exclusive statement of the agreement between you and the Service which supersedes any proposal or prior agreement, oral or written, and any other communications between you and the Service relating to the subject matter of this Agreement. If there is a conflict between what an employee of the Service or customer service department says and the Terms of this Agreement, the Terms of this Agreement will prevail.  All other disputes, to the maximum extent permitted by applicable law, any controversy or claim between you and us or our subsidiaries and affiliates, and our and their respective officers, directors, and employees, arising out of or relating to this Agreement or your use of the Website, shall be settled by binding arbitration, before a single arbitrator, in accordance with the commercial arbitration rules of JAMS which shall administer the arbitration.  Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party, nor shall arbitration on a class action basis be permitted.  The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Judgment on the arbitration award may be entered into any court having jurisdiction thereof.  Either party may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or property of either party pending the completion of arbitration.  You agree that the arbitration shall take place in the United States of America, the State of California.
 

NO WAIVER
The Service shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Service. No delay or omission on the part of the Service in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
 

ASSIGNMENT
You may not assign this Agreement to any other party. The Service may assign this Agreement to any future, directly or indirectly, an affiliated company. The Service may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.
 

CAPTIONS
The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.
 

TAXES
You are responsible for paying any taxes that may be assessed or otherwise due in connection with any transactions or purchases you make through Us or the Website.
 

 

GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions, except that in underlying transactions involving commerce, the enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The parties further agree that this Agreement shall be deemed to have been negotiated, entered into, executed, and performed for all purposes within the State of California. Either party's failure to act with respect to a breach does not waive the non-breaching party's right to act with respect to subsequent or similar breaches.
 

 

INDEMNITY
You agree to indemnify, defend and hold us, our subsidiaries and affiliates and each of our and their respective officers, directors, agents, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost, and expense, including reasonable legal fees, due to or arising out of the following events: (i) your giving us any information which is inaccurate; (ii) your breach of any warranty, representation or other obligation set forth in this Agreement; (iii) your negligence or willful misconduct; (iv) your violation of any law, regulation or right of any third party; (v) any dispute or action between you and any third party, including parties selling goods or services through this Website; and (vi) your use of this Website or the products or services of us or any third party, except for claims resulting solely from our negligence or willful misconduct.
 

RELEASE AND COVENANT NOT TO SUE
To the maximum extent permitted by applicable law, you hereby release, agree, and covenant not to sue us, our subsidiaries and affiliates, and our and their respective officers, directors, agents, employees, suppliers, and independent contractors, from or in connection with any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with the Website or your use of this Website, other than for our willful misconduct or our failure to honor an express commitment posted on the Website (i.e., if we fail to deliver materials or information to you which you paid for). If you are a California resident, you hereby waive California Civil Code Section 1542, which says: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
 

LIMITATION OF LIABILITY
EACH PARTY (OR ANY OF A PARTY’S OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) OR ANY OF A PARTY’S AFFILIATES OR VENDORS (OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING), INCLUDING, BUT WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY, WHETHER ARISING IN TORT(INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF THE AMOUNT OF FEES PAID OR CHARGED BY PARTY IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM, NOT TO EXCEED TEN THOUSAND DOLLARS ($10,000.00). THE PARTIES AGREE THAT THIS IS A REASONABLE ALLOCATION OF RISK, WHICH THE PARTIES HAVE RELIED UPON IN PRICING THESE SERVICES AND WITHOUT WHICH THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

 

SEVERABILITY
The invalidity of any portion of this Agreement will not affect the validity of any other provision and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties agree that the remaining provisions will be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. It is expressly understood, however, that the parties hereto intend each and every provision of this Agreement to be valid and enforceable and hereby knowingly waive all rights to object to any provision of this Agreement to the full extent permitted by law. Accordingly, if any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision(s) will, rather than be stricken in their entirety, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
 

ENTIRE AGREEMENT
Except as otherwise provided, this User Agreement contains the entire agreement of the parties relating to its subject matter and supersedes any prior or contemporaneous agreements, negotiations, correspondence, understandings, or communications, whether oral or written. If at any time you choose not to accept the Terms of this User Service Agreement, you will not have authorized access or authority to use the Website. This User Service Agreement applies to your use of this Website or other sites that we may own or operate in the future unless such sites provide otherwise.
 

CHOICE OF LANGUAGE
The parties hereto confirm that it is their wish that this Agreement as well as other documents relating hereto including notices, have been and shall be drawn up in the English language only.
 

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO) NEGLIGENCE, WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, OR MAINTENANCE OF THE EQUIPMENT, SOFTWARE, AND/OR THE SERVICE.  I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS.

 

 

​