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Platform Terms of Use

Last modified: September 11, 2024

These PayNation platforms terms of use (the “Terms”) constitute a legal agreement between PayNation, LLC(“PayNation”) and the entity or person granted an account to use the PayNation platforms (each an “End User”). These Terms describe the terms and conditions governing the use of PayNation’s services, including the PayNation Platform, Payment Gateway, PayNation Software, and any other software or technology made available by PayNation (collectively, the “Services”). By accessing or using the Services, you accept these Terms. If you do not agree with any provisions, you must cease use immediately.

  1. Key Definitions.

  • Authorized Representatives means the officers, directors, employees, and other personnel of the End User who have a legitimate, bona fide need to know the Access Codes in the course of performing their duties under these Terms of Use and who are bound by a written obligation to maintain the confidentiality of such information.

  • Authorized Users means Merchants and Authorized Representatives of End Users.

  • Access Codes: To use the ISO System, End User will receive access codes from PayNation. End User assumes full responsibility for all activities conducted using these access codes and their account within the ISO System. End User is prohibited from using the ISO System or its account on behalf of any third party without prior written consent from PayNation.

  • ISO System refers to specific electronic reporting systems provided by PayNation to End Users in relation to managing and supporting their Merchants under this Agreement.

  • Merchants refers to businesses or individuals that have been approved to participate in PayNation’s merchant processing program, subject to the execution of a written agreement between PayNation or its authorized vendors and the respective business or individual (each, a “Merchant Agreement”).

  • Payment Gateway refers to the services, application, and software provided by PayNation that facilitate the processing and automation of credit card and ACH payments under the brand name PAYNATION Gateway or any other brand name PayNation may develop, operate under, or market from time to time.  

  • PayNation Software refers to all software, applications, and software-as-a-service (SaaS) developed or offered by PayNation for processing transactions, including but not limited to the Payment Gateway, PAYNATION BRIDGELINK Gateway, PAYNATION BRIDGELINK Accounting/ERP Plug-ins, and any other developed or white-labeled software made available from time to time.

  • PayNation Platform means ISO Systems, Payment Gateway, PayNation Software as well as well as platforms for merchant information and reporting, digital boarding, merchant portfolio management, payment integration gateways, and other software and security solutions relating to the Services.

  • Sub-Agents refers to independent contractors retained by End User to promote the Services to prospective Merchants.

  • Sublicensing: End User is authorized to sublicense the rights granted under this License to its Sub-Agents, provided that Sub-Agents comply with the terms and conditions of these Terms. End User remains responsible for the actions of its Sub-Agents.

 

  1. Overview, Eligibility, and Termination.
  • These Terms govern the access to and use of the Services. Additional guidelines, terms, or rules may apply to specific features of the Services and are incorporated by reference into these Terms. PayNation’s role is limited to acting as a conduit for transmitting payment transaction data to applicable payment processors, and PayNation assumes no responsibility for, and expressly disclaims any liability regarding, the underlying transactions or any guarantees of payment.

  • End Users may access and use the Services only upon acceptance of these Terms and full compliance with all applicable local, state, federal, and international laws and regulation, as well as PayNation’s privacy policy and data protection requirements. End User is solely responsible for implementing and maintaining appropriate security measures to protect all data processed through the Platform in accordance with applicable data protection laws. Failure to comply with these obligations may result in the suspension or termination of access to the Services. PayNation reserves the exclusive right, in its sole discretion, to deny access to the Services to any user, including any user previously restricted from accessing the Services, and may immediately suspend access if there is reason to believe that security measures are insufficient or that there has been unauthorized use or access.

  • These Terms shall remain in full force and effect for the duration of the End User’s use of the Services (“Term”). PayNation, at its sole discretion, reserves the right to suspend or terminate an End User’s access to the Services at any time, without prior notice, if it has reason to believe that the End User has violated any provision of these Terms, or if such suspension or termination is deemed necessary to protect PayNation’s interests, system integrity, or to comply with applicable laws or regulations.

  1. Access to and Use of Services

  • License Grant: PayNation hereby grants End User a royalty-free, limited, revocable, non-transferable, and non-exclusive license during the the Term to: (i) access, offer, market, and provide access to, and use of, the Services for the purpose of offering the Services to End User’s Merchants who execute a Merchant Agreement; and (ii) use, publicly display, publicly perform, and reproduce certain trademarks, including but not limited to “PAYNATION” and the PayNation Logo (the “Licensed Marks”), in connection with the offering and marketing of the Services to Prospective Merchants (collectively, the “License”).

  • Access Restrictions: Access to the Services is strictly limited to the End User’s authorized representatives. The End User may grant access to Merchants only after confirming that each Merchant has successfully completed the required sign-up process and is in full compliance with PayNation’s onboarding requirements. The End User bears full responsibility and liability for all actions, activities, and transactions conducted under its account, including any actions taken by its authorized representatives or Merchants. PayNation reserves the right to monitor, restrict, or revoke access if any violations of these Terms or applicable laws are detected.

  • Intellectual Property: PayNation retains exclusive ownership of all rights, title, and interest in and to its intellectual property, including but not limited to the PayNation Platform, Payment Gateway, Licensed Marks, and any related proprietary technology. No rights or licenses are granted to the End User except as expressly provided under these Terms.

  1. Use Restrictions

End User agrees and expressly covenants not to:

  • Resell, redistribute, or provide unauthorized access to the Services;
  • Store or transmit unlawful, harmful, or malicious content;
  • Interfere with the integrity of the Services or third-party data;
  • Reverse engineer or create derivative works of the Services or any related software.

  1. Security and Confidentiality

  • End User agrees to implement and maintain stringent security protocolsto ensure that access codes and credentials are strictly limited to authorized personnel with a legitimate need to know. End User shall immediately notify PayNation in the event of any unauthorized access, security breach, or compromise of its systems, and shall cooperate fully with any investigation or remediation efforts. End User accepts full responsibility for safeguarding its systems and acknowledges that it will indemnify and reimburse PayNation for any penalties, fines, liabilities, or damages, including legal costs, arising from security breaches or unauthorized access caused by End User’s negligence, actions, or omissions.

  • Security Certificates: The Services may include the issuance of security certificates to End User or Authorized Users to facilitate secure and encrypted communications. End User acknowledges that these security certificates are provided by third-party certificate authorities, and PayNation disclaims all responsibility and liability for any errors, omissions, or failures of those third parties related to the issuance, use, or maintenance of the security certificates. End User agrees to cooperate fully and reasonably with PayNation in all matters concerning the issuance and maintenance of security certificates. PayNation reserves the right to immediately suspend End User’s or any Authorized User’s access to the PayNation Platform if, in its sole discretion, PayNation has reason to believe that there has been any unauthorized access, use, or compromise of the PayNation Platform or any other PayNation services.

  • Confidentiality: Any confidential or proprietary information provided by PayNation including, Merchant lists, or strategic or financial matters must be handled with the highest level of care and must not be disclosed to third parties unless explicitly required by law. End User shall take all necessary steps to prevent unauthorized disclosure and ensure compliance with applicable privacy and confidentiality regulations.

  1. Termination and Effects of Termination

Upon termination of these Terms, End User’s access to the Services, including any associated services and systems, shall immediately and automatically be revoked. PayNation reserves the absolute right, at its sole discretion, to delete or permanently remove all data, files, and information associated with End User’s account upon termination, without notice or liability. End User acknowledges and agrees that PayNation shall not be responsible for any loss, damages, or claims arising from the deletion or inaccessibility of such data post-termination, and it is the End User’s sole responsibility to back up or export any necessary data prior to termination.

  1. Fees and Payment

Fees for the use of the Services shall be outlined in marketing, referral or other services agreement (the “Agreement”) between PayNation and the End User. In the absence of specific fee provisions within the Agreement, the fees will default to PayNation’s prevailing standard rates at the time the Services are provided. End User is solely responsible for the prompt and full payment of all applicable fees, charges, taxes, duties, and any governmental levies imposed in connection with the use of the Services. Failure to pay any such amounts may result in suspension or termination of access to the Services, without liability to PayNation for any resulting consequences or damages.

  1. Data and Account Information

End User agrees to maintain accurate, complete, and up-to-date account information at all times and to promptly notify PayNation of any changes or updates. PayNation reserves the right to request additional information or documentation from End User at any time for the purposes of identity verification, risk assessment, or compliance with legal and regulatory obligations. Failure to provide such information or to maintain current and accurate account details may result in the suspension or termination of End User’s access to the Services, at PayNation’s sole discretion, without any liability for resulting losses or damages.

  1. Disclaimer, Disputes and Liability

  • Disclaimer of Warranties: PayNation makes no representations or warranties, express or implied, regarding the Services or its functionality. All warranties of any kind, whether express, implied, statutory, or otherwise, are expressly disclaimed, including but not limited to the following: (1) access to the Services is not guaranteed to be uninterrupted, timely, secure, or error-free; (2) security breaches, unauthorized access, or data compromises may occur, and PayNation disclaims any liability for the protection of information communicated through the Services, over the internet, or via any common carrier communications facility; (3) PayNation makes no guarantees or assurances regarding the results, accuracy, or reliability of any data or information obtained through the Services, including any projections related to profitability, interchange, residuals, losses, or fraud. End User understands and agrees that ((x) any information or data obtained from the Services may not be accurate and should not be relied upon for decision-making related to profitability, losses, or fraud detection; and (y) End User is solely responsible and fully liable for its use of the PayNation Platform and any actions taken based on the information obtained therein.

  • Disputes with Customers: End User bears full responsibility for verifying the accuracy and legitimacy of all transactions with its customers and for addressing any disputes, claims, or issues that may arise in connection with such transactions. PayNation expressly disclaims all liability for any errors, fraud, unauthorized transactions, or disputes between End User and its customers. End User acknowledges that it is solely responsible for resolving any customer-related issues, and PayNation shall have no obligation to mediate, intervene, or assume liability in any such matters.

  • Limitation of Liability: Under no circumstances shall PayNation be liable for any indirect, incidental, punitive, special, or consequential damages, including but not limited to lost profits, loss of business, loss of data, or interruption of services, arising out of or in connection with the use of the Services, even if PayNation has been advised of the possibility of such damages. PayNation’s total cumulative liability for any claim, whether in contract, tort, or otherwise, arising under or related to these Terms shall be strictly limited to the total amount of fees paid by the End User for the Services during the two months immediately preceding the event giving rise to the claim. This limitation of liability is intended to apply to the fullest extent permitted by law.

  1. Indemnification

End User agrees to indemnify, defend, and hold harmless PayNation, its affiliates, licensors, officers, directors, employees, agents, and vendors from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to End User’s use of the Services. This includes, but is not limited to, any breach of these Terms, violation of applicable laws, or any third-party claims arising from or related to the End User’s actions or omissions. End User’s obligation to indemnify shall survive the termination of these Terms and the cessation of use of the Services.

  1. Modifications or Discontinuation of Services

PayNation reserves the absolute right, at its sole discretion, to modify, suspend, or discontinue any aspect of the Services, in whole or in part, at any time, with or without prior notice. PayNation shall not be liable for any modification, suspension, or discontinuation of the Services, and End User acknowledges and agrees that such actions may occur without compensation or liability. Continued use of the Services following any changes constitutes End User’s binding acceptance of the modified Terms and any updated features or conditions.

  1. General Provisions
  • Governing Law: These Terms are governed by the laws of California, without regard to conflicts of law principles. Any disputes shall be resolved in the courts of Orange County, California.
  • Assignment: End User may not assign or transfer its rights under these Terms without PayNation’s written consent.

  • Waiver: PayNation’s failure to enforce any right or provision of these Terms will not constitute a waiver of any such rights or provisions under this agreement.

  • Severability. These Terms are severable, and the remaining terms will be valid if a court or other authority with jurisdiction determines any terms are unenforceable, invalid or illegal.

  • Entire Agreement. These Terms are the entire agreement among the parties regarding the subject matter, and supersede all understandings with respect to the subject matter of these Terms. If these Terms conflict with the Agreement as it relates to the subject matter of these Terms, then these Terms of Use will control.