Federal Regulation requires financial institutions to obtain, verify, and record information about the Beneficial Owners of legal entity customers. Persons opening an account on the behalf of a legal entity must provide the following information. A legal entity herein includes a Corporation, Limited Liability Company, a General Partnership, or any similar business entity formed in the United States or a foreign country. The term legal entity does not include Sole Proprietorships, unincorporated Associations, or natural persons opening accounts on their own behalf.
Owners: Provide the following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity.
Managers with Control: Provide information for one individual with significant responsibility for managing the legal entity listed above, such as: An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or Any other individual who regularly performs similar functions.
Minimum one authorized owner/officer required. In addition, any person with 25% or more ownership must also provide personal details.
| Control | Name | Ownership |
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| Name | Address | DOB/SSN | Drivers License | Ownership | Controlling Owner |
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GetPaid Services Agreement — United States
Last Updated: August 15, 2022
Welcome to GetPaid.
This GetPaid Services Agreement (“Agreement”) is a legal agreement between GetPaid.Cloud, d/b/a of Eichner Group, Inc. (“GetPaid” or “we”) and the entity or person (“you”, “your”, or “user”) who registered with GetPaid to receive certain payment, analytics, and other business services that may be offered by GetPaid and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Section A: General Terms
This Agreement provides a general description of the Services GetPaid may provide to you, including those allowing you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”).
Before using the Services, you must register with GetPaid and create an account (a “GetPaid Account”).
Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to apply for a GetPaid Account to use the Services described in this Agreement. GetPaid and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
To register for a GetPaid Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your GetPaid Account administrator. Until you have submitted, and we have reviewed and approved all required information, your GetPaid Account will be available to you on a preliminary basis only, and we may terminate it, or portions of it, at any time and for any reason.
If you use Payment Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Services to facilitate Transactions with your Customers. You may not use Payment Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
The following special requirements apply to you if you are not at least 18 years old. If you are a legal entity, your Representative must either obtain the consent of your board or of an authorized officer; and if you are an individual or sole proprietor, your Representative must be your parent or legal guardian. Any such approving board, authorized officer, parent, or legal guardian is responsible to GetPaid and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself.
You authorize us to retrieve information about you from our service providers, including credit and information bureaus. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your GetPaid Account. GetPaid may periodically update this information as part of our underwriting criteria and risk analysis procedures.
You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets.
You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. GetPaid is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.
GetPaid provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
GetPaid will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your GetPaid Account (such as handling a disputed charge). We may revise the Fees at any time upon 30 days’ notice to you. We may charge additional Fees for cross-border transactions or foreign exchange services. In addition to the Fees, you are also responsible for any penalties or fines imposed on you or GetPaid by any bank, money services business, payment network, or other financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.
If you do not understand the Fee Schedule or you have a question about Fees, please contact us.
We will provide you with support to resolve general issues relating to your GetPaid Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of GetPaid’s support pages, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you have still have questions after reviewing the Documentation, please contact us.
You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support or the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.
You are solely responsible (i) for determining what, if any, taxes or fees (“Taxes”) apply to your Transactions; and (ii) assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. When you provide us your tax identification number, you agree that we may send electronic reports of tax documents (including Form 1099-K) to you. We are not obligated to nor will we determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction, but we may withhold any amounts that we deem appropriate to cover such Taxes if we cannot validate any tax identification number you provide us. We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to the Internal Revenue Code, we may be required to file an informational return with the IRS reporting Transactions and third-party network transactions with legal entities or persons that occur in a given calendar year. If you use Payment Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service.
Please review the list of Prohibited Businesses, Addendum A – GetPaid Prohibited Businesses, thoroughly before registering for and opening a GetPaid Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us. We may add to or update the Prohibited Business List at any time.
We may refuse, condition, or suspend any Transactions that we believe may violate this Agreement or other agreements you may have with GetPaid; or that expose you, GetPaid, or others to risks unacceptable to GetPaid. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your GetPaid Account, your Customers, and Transactions made through your use of the Services.
In addition, upon termination you understand and agree that (i) all licenses granted to you by GetPaid under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers within 10 days of termination; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Service, or any termination or suspension of the Service or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Service prior to termination.
Section B: GetPaid Technology
GetPaid has developed and provides access to the APIs that may be used to access the Services. You may use the APIs solely as described in the Documentation to process Transactions or use the Services on websites and through the applications identified in your GetPaid Account. You may manage your GetPaid Account, connect with other service providers, and enable additional features through the GetPaid management dashboard (“Dashboard”).
You may use the APIs to utilize the Services on your website or inside your mobile applications. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the APIs and Documentation from time to time, and may add or remove functionality. We may provide you Notice if we change, deprecate, or remove functionality from the API so that you may continue using the Services with minimal interruption.
We will give you API keys for Transactions available through the Dashboard. Keys permit any API call to your GetPaid Account. You are responsible for securing your keys — do not publish or share them with any unauthorized persons. Failure to secure your keys will increase the likelihood of fraud on your GetPaid Account and potential losses to you or your Customers. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your GetPaid Account is available in Section D.
GetPaid or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the APIs, Services, Dashboard, and Documentation (collectively, “GetPaid IP”) or any copies thereof. GetPaid IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and GetPaid reserves all rights in GetPaid IP not expressly granted to you in this Agreement.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our APIs, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that GetPaid has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
GetPaid grants you a nonexclusive and nontransferable license to electronically access and use the GetPaid IP only in the manner described in this Agreement. GetPaid does not sell to you, and you do not have the right to sublicense the GetPaid IP. We may make updates to the GetPaid IP or new Services available to you automatically as electronically published by GetPaid, but we may require action on your part before you may use the GetPaid IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). GetPaid may revoke or terminate this license at any time if you use GetPaid IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of GetPaid IP on your behalf or on behalf of others; (ii) sublicense any rights in GetPaid IP granted by us; (iii) import or export any GetPaid IP to a person or country in violation of any country’s export control Laws; (iv) use GetPaid IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
Additional Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. You may not use these additional services unless you agree to the applicable agreement or terms for those services.
We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.
We may make certain GetPaid logos or marks (“GetPaid Marks”) available for use by you and other users to allow you to identify GetPaid as a service provider. To use GetPaid Marks, you must first agree to the GetPaid Marks Usage Agreement. GetPaid may limit or revoke your ability to use GetPaid Marks at any time. You may never use any GetPaid Marks or GetPaid IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.
During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a GetPaid user. If you do not want us identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and GetPaid. Upon termination of your GetPaid Account, we will both remove any public references to our relationship from our websites.
You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your GetPaid Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse GetPaid for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.
You are solely responsible for obtaining the appropriate rights to publish Product Data, and for the accuracy or inaccuracy of any pricing, inventory information, facts, or statements — even those made erroneously — contained in Product Data. You grant GetPaid a worldwide, royalty-free, nontransferable license to: (i) publish Product Data you have connected your GetPaid Account to; (ii) receive and transmit Order Data to you; (iii) use any trademarks, service marks, or Personal Data (as defined in Section C) contained in Product Data or Order Data to the extent required to perform either (i) or (ii); and (iv) authorize GetPaid to sublicense such rights. You agree to fully reimburse GetPaid for all fees, fines, losses, claims, and any other costs we may incur that result from your use of Product Data.
You affirm that you will not knowingly publish any false or misleading Product Data, or use GetPaid to sell or attempt to sell any illegal products or services, and that you are solely responsible for production, fulfillment, shipping, and provision of any ancillary services related to Transactions you receive through your use of GetPaid.
Section C: Payment Services
GetPaid provides you Payment Services through various Financial Services Providers. Payment Services allow you to accept payment from your Customers for Transactions. We may limit or refuse to process Charges (as defined below) for any Prohibited Businesses, or for Charges submitted in violation of this Agreement. To use the Payment Services, you must also accept separate agreements with the Financial Services Providers and payment method providers as described in Section 5.
The following terms used in this section relate to your use of Payment Services:
When you register for a GetPaid Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your GetPaid Account. Throughout the term of this Agreement, we may share information about your GetPaid Account with Financial Services Providers in order to verify your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your GetPaid Account information to determine that you are eligible to use the Payment Services. GetPaid’s use of the information you provide to us under this Agreement is described in more detail in Section D.
GetPaid is not a bank and we do not provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.
You may only submit Charges through the Payment Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct Financial Services Providers, including SPC, to receive and pay any funds owed to you through the Payment Services, and you will identify GetPaid as your agent for purposes of providing the Payment Services to you.
Except where GetPaid and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customers’ eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. GetPaid is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Financial Services Providers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Financial Services Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to your GetPaid Account.
Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. GetPaid does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, GetPaid is not liable to you, or responsible for your financial losses or any other consequences of such fraud. We provide the Security Controls described in Section D.3 to help you mitigate the risk of fraud losses on your GetPaid Account, and we strongly encourage you to review and use the Security Controls appropriate for your business.
A Financial Services Provider or we may issue a Reversal for any Charge where a Charge is made without the account owner’s authorization, in connection with a Prohibited Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or we issue a Reversal, we will provide you Notice and a description of the cause of the Reversal.
It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the Payment Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; and (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance. You also agree to maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.
You may use some Payment Services to receive recurring or subscription payments from your Customers. If you use the Payment Services to submit these recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices (UDAAP).
To use the Payment Services, you must agree to additional terms of service between you and one or more of GetPaid, a GetPaid affiliate, or a Financial Services Provider (“Financial Services Terms ”). In addition, unique terms and conditions may also apply specific payment methods or networks (“Payment Terms”). By using the Payment Services, you agree to the Financial Services Terms and applicable Payment Terms as set out on our legal page (including those that separately bind you with Financial Services Providers or payment method providers). See Addendum B.
We may add or remove Financial Services Providers or payment methods at any time. The Financial Service Terms and Payment Terms may also be amended from time to time. Your continuing use of the Payment Services constitutes your consent and agreement to such additions, removals and amendments.
Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High chargeback rates (typically those exceeding 1%) may result in your inability to use the Payment Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.
When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) accepting cash, its equivalent, or any other item of value for a Refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others, (iv) submitting what you believe or know to be a fraudulent Charge, or (v) using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.
If you misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we will submit information about you, Representatives, Principals, beneficial owners and other individuals associated with your GetPaid Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting.
You understand and accept your role as the Originator (as defined in the NACHA Network Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the Network Rules and the Documentation for ACH transactions. As with other Payment Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by US law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction.
Any Disputes or unauthorized Charges using the ACH network may result in your inability to accept ACH payments.
The term “Payout Schedule” refers to the time it takes for us to initiate a Transfer Payout Account. GetPaid may require a holding period before making an initial Transfer to the Payout Account. After the initial Transfer, we will credit funds to the Payout Account according to the Payout Schedule; however, please be aware that Financial Services Providers, including the institution holding the Payout Account, may delay Transfers for any reason. We are not responsible for any action taken by the institution holding the Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend Transfers to you: (i) due to pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event of we suspected or actual suspicious activity; or (iii) where we are required by Laws or court order. We have the right to withhold Transfers to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your GetPaid Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our Financial Services Partners. We will make Transfers to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.
In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to GetPaid, Customers, or others associated with your GetPaid Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, and (iii) your GetPaid Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your GetPaid Account, if required to do so by Financial Services Providers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Services, by debiting the Payout Account or another bank account associated with your GetPaid Account, or by requesting funds directly from you.
To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee”) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.
The Dashboard contains details of Charges, Charge history, and other activity on your GetPaid Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Services with your records of Customer Transactions, and for identifying any Transaction errors. You agree to review your GetPaid Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by GetPaid or our Financial Services Providers, and attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. Your chance of recovering of funds you have lost due to a Transaction error will be very limited or even impossible if we did not cause the error, or if funds are no longer available in any Payout Account or Recipient Account. We will work with you and our Financial Services Providers to correct a Transaction error in accordance with Network Rules; however, if you fail to communicate a Transaction error to us for our review within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Services Providers for any amounts associated with the Transaction error.
Section D: Data Usage, Privacy, and Security
Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to GetPaid by you or your Customers, or received or accessed by you through your use of the Services:
GetPaid processes, analyzes, and manages Data to: (a) provide Services to you, other GetPaid users, and Customers; (b) mitigate fraud, financial loss, or other harm to users and Customers; and (c) analyze and improve our products, systems, and tools. GetPaid provides Data to third-party service providers, including Financial Services Providers and their affiliates, to assist in our providing Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to GetPaid’s use of Data for the purposes and in a manner consistent with this Section D.
You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to GetPaid — or allow GetPaid to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that GetPaid processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Network Rules, we may delete or disconnect a Customer’s Personal Data from your GetPaid Account when requested to do so by the Customer.
We will comply with our obligations under Law if we become aware that we caused a loss, theft, or breach of a Customer’s Personal Data. We will also notify you and provide you sufficient information regarding the loss, theft or breach to help you mitigate any negative impact on the Customer.
We may also provide you with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that require action or review by you. We may incorporate action or inaction by you into any such subjective scoring when identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data, and for providing inaccurate or incorrect information to us. You are solely responsible for any action or inaction you take based on such Data.
When using GetPaid, you will have the ability to connect your GetPaid Account with various partner platforms. Partner platforms may take certain actions on your behalf and access Data available through your GetPaid Account, including some User Data. By using GetPaid you authorize GetPaid to share Data with any Partner or App that you connect with your GetPaid Account through the Dashboard or the API. You also understand that at any point you may disallow any such sharing and stop using any partner platforms or apps from within your GetPaid Account Security Keys. You waive your right to bring any claims against GetPaid for losses you incur that arise from any actions or use of Data by any Platform or App connected to your GetPaid Account, and you will fully reimburse us for any losses we incur that result from your actions or use of such Data by any Platform or App.
For 30 days after termination of your GetPaid Account, you may request in writing that we transfer Payment Data regarding transactions between you and Customers that you are entitled to receive (“Exportable Data”) to an alternative payment services provider consistent with applicable Laws. For payment card transactions, GetPaid will only transfer Exportable Data to another PCI-DSS Level 1-certified payment services provider. For other payment methods, GetPaid may require you to provide us with evidence that the alternative payment services provider you select has appropriate systems and security controls before we migrate any Exportable Data. We will use commercially reasonable efforts to transfer Exportable Data within 10 business days after we receive your written request. We may delay or refuse any transfer request if we believe the payment services provider you have identified does not have systems or security controls in place that are sufficient to protect Exportable Data, technical resources available within the 10 days to ensure timely and secure transfers, that the integrity of Exportable Data may be compromised, any related costs or fees to perform the transfer of data are not paid, or if Laws or Network Rules prohibit us from transferring it.
Section E: Additional Legal Terms
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Service by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Service, APIs, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement.
You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your GetPaid Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. GetPaid may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.
Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.
We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.
Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Reversals, or Returns under this Agreement.
You agree to defend GetPaid, our affiliates, and their respective employees, agents, and service providers (each a “GetPaid Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a GetPaid Entity, and you agree to fully reimburse the GetPaid Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Service and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
WE PROVIDE THE SERVICES AND GETPAID IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY GETPAID OR OBTAINED BY YOU FROM OR THROUGH THE SERVICE — WHETHER FROM GETPAID OR ANOTHER GETPAID ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A GETPAID ENTITY TO YOU.
YOU AFFIRM THAT NO GETPAID ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO, OR WILL COMPLETE ANY TRANSACTION.
THE GETPAID ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICE WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT GETPAID WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, APIS, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICE IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE GETPAID ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.
Under no circumstances will any GetPaid Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Service, the unavailability of the Service, lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the GetPaid Entities have been advised of the possibility of such damages. The GetPaid Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Service, your GetPaid Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The GetPaid Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Service inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the GetPaid Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to GetPaid during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
We provide the Services from facilities in the United States. However, we do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available, or comply with the Laws of any other location or jurisdiction, or with Laws governing export, import, or foreign use.
GetPaid may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We or any Financial Services Provider may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. GetPaid is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and GetPaid for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and GetPaid, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Limitations, Prohibited Activities, and Security Controls”), A.8 (“Suspicion of Unauthorized or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), B.2 (“Ownership of GetPaid IP”), C.6 (“Specific Payment Methods”), C.7 (“Transfers and Transfer Schedule”), C.8 (“Clearing Funds and Reserves”), C.9 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), D.3 (“Security and Fraud Controls”), D.4 (“Your Use of Data with GetPaid Apps and Partner Integrations”), D.5 (“Transfer of Payment Data upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), and E.13 (“Survival”); and any related terms in the Payment Terms and Financial Services Terms.
Addendum A
Prohibited Businesses
Last Updated: August 15, 2022
The following categories of businesses and business practices are prohibited from using the GetPaid Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers. The types of businesses listed in the right column are representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.
By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices.
Financial and professional services
|
Investment & credit services |
Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; lending instruments |
|
Money and legal services |
Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use GetPaid to hold client funds, collection or settlement amounts, disputed funds, etc.) |
|
Virtual currency or stored value |
Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller |
IP Infringement, regulated or illegal products and services
|
Intellectual property or proprietary rights infringement |
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of GetPaid intellectual property without express consent from GetPaid; use of the GetPaid name or logo or in a manner that otherwise harms GetPaid or the GetPaid brand; any action that implies an untrue endorsement by or affiliation with GetPaid |
|
Counterfeit or unauthorized goods |
Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported |
|
Gambling |
Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance |
|
Regulated products and services |
Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis |
|
Adult content and services |
Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features |
Unfair, predatory, or deceptive practices
|
Get rich quick schemes |
Investment opportunities or other services that promise high rewards |
|
Mug shot publication or pay-to-remove sites |
Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm |
|
No-value-added services |
Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers |
Products or services that are otherwise prohibited by our financial partners
|
Aggregation |
Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds |
|
Drug paraphernalia |
Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs |
|
High risk businesses |
Bankruptcy lawyers; computer technical support; psychic services; travel reservation services and clubs; airlines; cruises; timeshares; prepaid phone cards, phone services, and cell phones; outbound telemarketing, telecommunications equipment and telephone sales; drop shipping; forwarding brokers; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies |
|
Multi-level marketing |
Pyramid schemes, network marketing, and referral marketing programs |
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Pseudo pharmaceuticals |
Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body. This includes Internet pharmacies and Internet pharmacy referral sites. |
|
Social media activity |
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity |
|
Substances designed to mimic illegal drugs |
Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom) |
|
Video game or virtual world credits |
Sale of in-game currency unless the merchant is the operator of the virtual world |
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Use of GetPaid in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service |
Processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment cross-sell product or service |
If you have any questions about supported businesses, don’t hesitate to contact us.
Addendum B
Financial Services Terms
Last Updated: August 15, 2022
This Chesapeake Services Addendum (“Chesapeake Addendum”) to the GetPaid Services Agreement (“Agreement”) provides additional terms applicable to the Payment Services. Any terms used but not defined in this Chesapeake Addendum will have the meaning provided in the Agreement.
This Chesapeake Addendum constitutes a legal agreement between you, GetPaid, and Chesapeake Bank (collectively, “Chesapeake”). In order to use the Payment Services provided through your Agreement with GetPaid, you understand that GetPaid or Chesapeake may enforce any provisions of the Agreement that relate to your use of Payment Services provided in conjunction with Chesapeake. GetPaid or Chesapeake may also terminate this Chesapeake Addendum at any time, which may limit or terminate your ability to use Payment Services.
You must accept all of the terms and conditions of this Addendum to use Services provided by GetPaid. If you do not accept them, you may not use these Payment Services.
When your customer pays you through GetPaid, they have the option of paying you through a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”), MasterCard International Incorporated (“MasterCard”), and Discover Financial Services, LLC (“Discover”) (collectively the “Networks”) require that you enter into a direct contractual relationship with a bank that is a member of the Networks. However, by using Payment Services you are not establishing a depository or other account with Chesapeake.
Chesapeake is not responsible for the provision of any Services by GetPaid or your use of the Services for your business. Chesapeake is also not responsible for providing customer service to you to resolve any issues you may have related to your use of the Services; however, as described in Section 12, you may contact Chesapeake in the event that you are unable to resolve any complaints directly with GetPaid. You are solely responsible for providing support to your Customers for all issues related to your products and services.
Where you use the Payment Services to accept Charges from payment cards, you will comply with the Network Rules and limitations on use identified in Agreement, including the Network Rules applicable to acceptance of MasterCard, Discover and Visa branded payment cards. These include guidelines, monitoring programs, and activity reporting (including excessive credits, chargebacks, or deposit). Under the Network Rules, certain activity may subject you to chargebacks, fees, fines, settlement delays, withholdings, audits of your processing activity, or termination of this Chesapeake Addendum. Without limiting the foregoing, you specifically agree to:
You authorize GetPaid to initiate holds, receipts, and disbursements of funds on your behalf upon settlement of Charges from the payment card networks. You also authorize GetPaid to instruct Chesapeake on how and when such Transfers should be made. Settlement funds will be held in comingled accounts pending disbursement of the funds to you in accordance with the terms of the Agreement, including this Chesapeake Addendum. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Chesapeake pending prior to distribution to the account you designated in your GetPaid Account, that you have no right to direct Chesapeake to distribute settlement funds, and that you may not assign any interest in any funds held at Chesapeake. Chesapeake may periodically make information available to you through GetPaid regarding anticipated funds settlement from the other Financial Services Providers (such as the payment card networks). This settlement information does not constitute a deposit or other obligation by GetPaid or Chesapeake to you. Any settlement information communicated to you is for reporting and informational purposes only. You are not entitled to and have no ownership or other rights in such funds until they are credited to the account you identified to GetPaid. Any authorizations set forth in this Chesapeake Addendum will remain in full force and effect until your GetPaid Account is closed or terminated.
This Chesapeake Addendum shall have the same effective date as the Agreement and shall continue so long as you use the Payment Services. This Chesapeake Addendum will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination. In addition, the Payment Services and/or this Chesapeake Addendum may be terminated at any time by Chesapeake upon notice to you.
In addition to the representations and warranties made in the Agreement, you represent and warrant to Chesapeake and GetPaid that you (a) are legally able to enter into this Chesapeake Addendum, (b) you will not use the Payment Services, directly or indirectly, for any fraudulent or illegal undertaking; and (c) you will only use the Payment Services in a manner consistent with the Agreement, including this Chesapeake Addendum, the Documentation, and the Network Rules.
Notwithstanding the foregoing or anything to the contrary in the Agreement, you agree to defend, indemnify, and hold harmless Chesapeake, and their respective employees, directors, agents, and affiliates (collectively “Chesapeake Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of the Agreement or this Chesapeake Addendum; (b) your use of the Payment Services; (c) your obligations to pay fees or fines to GetPaid, your Customers, Financial Services Providers, or third parties; (d) negligence or willful misconduct of your employees, contractors, or agents; and (e) all third-party indemnity obligations Chesapeake incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
ANY SERVICES DESCRIBED IN THIS CHESAPEAKE ADDENDUM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE AGREEMENT WILL APPLY EQUALLY TO CHESAPEAKE ENTITIES AS THEY DO TO GETPAID. CHESAPEAKE ENTITIES (a) ARE NOT RESPONSIBLE FOR YOUR OR GETPAID’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND (b) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, GETPAID, OR ANY THIRD PARTY.
In no event will Chesapeake be liable for any lost profits, lost revenue, lost business opportunity, loss of data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Agreement, including this Chesapeake Addendum, or the services described in either, including without limitation the use of, inability to use, or unavailability of services provided by GetPaid. Under no circumstances will any of the Chesapeake be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the service or your GetPaid Account or the Data contained therein, or your failure to use or implement security, controls, or processes that are appropriate for your business.
Chesapeake assumes no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (b) any misuse of Services or Data; (c) any interruption or cessation of transmission to or from the Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, or omissions in services or Data, or any loss or damage resulting therefrom, regardless of the manner of transmission; or (f) defamatory, offensive, or illegal conduct of any third party.
Without limiting anything to the contrary, the Chesapeake cumulative liability to you is limited to direct damages and in all events will not exceed in the aggregate amounts actually received by Chesapeake (including any fees paid to Chesapeake) for providing services to you during the three (3) month period immediately preceding the event that gives rise to the claim for liability.
This limitation of liability section applies regardless of the legal theory that the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if GetPaid or Chesapeake has been advised of the possibility of such damage.
The foregoing will apply to the fullest extent permitted by law in the applicable jurisdiction.
You may not use any services offered by Chesapeake from, or on behalf of persons or (a) in a country embargoed by the United States or (b) blocked or denied by the United States government. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq., as may be amended from time to time, or those involving any Person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control (“OFAC”) or in connection with illegal activity of any kind. Unless otherwise explicitly stated, Services are solely for use by individuals, companies, or other located (as defined under applicable law and Network rules) in the United States.
All disputes under this Chesapeake Addendum are subject to the applicable provisions of the Agreement.
The failure of Chesapeake to assert any of its rights under this Chesapeake Addendum, shall not be deemed to constitute a waiver by Chesapeake of its rights to enforce each and every provision of this Chesapeake Addendum in accordance with its terms.
You may contact Chesapeake by mailing 97 North Main Street, PO Box 1419, Kilmarnock, Virginia 22482 or by calling 877-436-9032.