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8am MyCase Payment Terms

Updated: August 19, 2025

If you process Payments through 8am MyCase and your Payment processor is WorldPay, LLC, your 8am MyCase Payment Services will be governed by these 8am MyCase Payment Terms (the Payment Terms) instead of Part II—Payment Terms of the 8am Terms of Service. For clarity, your Payment processor is Worldpay, LLC if your monthly statement identifies Worldpay, LLC. If there is a direct conflict between a provision in these Payment Terms and the 8am Terms of Service (other than Part II, which does not apply), the provision in these Payment Terms will control. Any capitalized terms used but not defined in these Payment Terms have the meanings assigned to them in the 8am Terms of Service.

1. ACH PAYMENT SERVICES

1.1 ACH Services.

If you ("you" or "Merchant") subscribe to the Services you may elect to apply for ACH Payment services ("ACH Services").

If you apply for the ACH Services, you are responsible for completing and submitting an initial written application and supporting documentation about your business and financial status. We will rely upon the validity, accuracy and completeness of the information in your application and supporting documentation in determining, in our sole discretion, (i) if you meet our then-current underwriting criteria; and (ii) the credit and account processing standards and limits that will apply to the processing of your ACH entries.

If we approve your application, we shall make available the ACH Services. You shall utilize and access the ACH Services solely in accordance with the terms of this Agreement and the policies and guidelines we make available to you from time to time.

Subsequent to your initial acceptance and provision of the ACH Services, we may from time to time request you provide updated information and supporting documentation to confirm your then-current business and financial status, which you shall deliver to us within three (3) business days of our request. Any failure to provide such information and supporting documentation within a timely manner or failure to satisfy our then-current underwriting criteria (as determined in our sole discretion) will be deemed a material breach of this Agreement and result in the termination of your right to use the ACH Services.

1.2 Definitions.

  • ACH Transaction: An electronic Payment transaction originated by you and processed through the ACH Network in the Federal Reserve System.
  • Authorized Account: Bank account or accounts as designated by you in your written application for ACH Services and/or additional bank accounts subsequently designated by you and communicated to us in writing.
  • Customer: For purposes of this Section 1, your client who submits a Payment to you by means of an ACH Transaction.
  • Entry: A transaction submitted by you to us for processing by the ACH Services and further defined in the NACHA Rules.
  • JHA: Jack Henry & Associates, Inc., acting through its Profit Stars Division, our third-party Payment processor for ACH Services
  • NACHA: the National Automated Clearing House Association.
  • NACHA Rules: The then-current rules, regulations and procedural guidelines published by NACHA and/or all regional Payment alliances associated with NACHA.
  • Originating Depository Financial Institution or ODFI: The financial institution that receives the Entry from JHA and transmits the Entry to its ACH operator for transmittal to a Receiving Depository Financial Institution for debit or credit to your or your Customer's account, as these terms are further defined in the NACHA Rules.
  • Receiving Depository Financial Institution or RDFI: A financial institution qualified to receive ACH Entries.
  • Reject/Return: The return of an original Entry that either could not be posted or was not able to be identified by the RDFI.
  • Settlement Account: A commercial demand deposit bank account which you have established for JHA's access and use to settle financial Payment transactions processed by JHA under this Agreement.

1.3 Transmittal of Entries; Timing.

You hereby authorize us to initiate ACH credits and debits and adjustments to the Authorized Account(s). This authorization will remain in effect after termination of this Agreement until all of your obligations to us and/or JHA have been paid in full. Confirmation from us of a credit or debit ACH transaction does not constitute a warranty that you will be paid for the transaction.

ACH files received by the processing deadline (imposed by the ODFI and the ACH operator) will be transmitted that day to the Federal Reserve Bank for settlement on the effective Entry day. Files received after the deadline will be processed the next Banking Day as defined in the NACHA Rules. Notwithstanding the foregoing, delivery of funds may take up to five (5) business days to allow Reject/Return codes from the RDFI.

1.4 Authorizations.

We reserve the right to cease providing you the ACH Service if we (in our sole discretion) determine that your use of the ACH Services results in an unacceptable volume of Rejects or Returns. Additionally, we reserve the right to determine adjustment of fees, potential reserves, or terminate your right to use the ACH Service if we (in our sole discretion) determine that other factors may affect the risk of fraud or Merchant instability.

1.5 Recoupment and Set-Off.

You shall immediately reimburse JHA for any returns or shortfalls that occur in your Settlement Account. JHA reserves the right to delay the availability of funds for deposit without prior written notices to you if, in its sole discretion, JHA deems itself at financial or relative risk for any and all ACH Services performed under this Agreement.

You hereby acknowledge and agree that JHA shall have a right of setoff against: (i) any amounts JHA would otherwise be obligated to deposit into your account, and (ii) any other amounts JHA may owe you under this Agreement.

1.6 Representations and Warranties.

1.6.1 We represent and warrant to you that our ACH Services will be performed consistent with ACH transaction processing industry standards and in accordance with the NACHA Rules and applicable laws and regulations. In the event that you discover an error in the ACH Services that has been caused by us or JHA, and you promptly notify us of the existence and details of the error, we shall use commercially reasonable efforts to correct the error within a reasonable time after our receipt of notification of the error.

EXCEPT FOR THE FOREGOING WARRANTY, WE MAKE NO OTHER WARRANTIES FOR THE ACH SERVICES AND DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

We do not guarantee the completeness or accuracy of the information provided from a third-party database. We shall have no liability to you for any invalid Customer information provided by you or Entries returned unpaid.

1.6.2 You represent and warrant to us that:

  • all Entries submitted to us for processing will comply with applicable laws and regulations and the NACHA Rules pertaining to the Entries;
  • in connection with all activities covered by this Agreement, you will comply with (i) all then-current NACHA Rules, and (ii) all applicable Federal, state and local laws, rules and regulations as amended from time to time, including but not limited to the Federal Fair Credit Reporting Act and Regulation E, 12 CFR 205 et seq., Regulation CC, Articles 4 and 4A of the Uniform Commercial Code, the Electronic Funds Transfer Act and the Office of Foreign Assets Control (OFAC).
  • all information you provide in your initial application and supporting documentation, and in all subsequent updates thereto, will be valid, complete, accurate and up-to-date when given.
  • the individual(s) who sign and submit the application for the ACH Services, and all future updates to the application and supporting documentation, will have the legal authority to make and bind you to the agreements, warranties and commitments stated in this Agreement and the application submitted on your behalf.
  • you have verified or will verify the accuracy of transactions processed or Payments collected via the ACH Services.
  • you have secured all necessary permissions, consents, licenses, waivers and release for the processing of the ACH Services and each part thereof.
  • you will not generate transactions that violate the laws or regulations of the United States.

1.7 Excluded Services.

It is our policy not to provide the ACH Services to any person or organization whose use of the ACH 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 Activity or Activities"). As such, you warrant that you will not use the ACH Services to conduct any of the Excluded Activities, which include but are not limited to the following:

  • Check cashers or money services businesses (MSBs).
  • Credit repair services, debt consolidation and forgiveness programs.
  • Government grant or will-writing kits.
  • Internet gambling or accepting Payments in connection with Internet gambling.
  • Internet pharmaceutical sales.
  • Internet tobacco or firearms sales.
  • Magazine subscriptions.
  • Organizations residing outside of North America or U.S. Territories.
  • Outbound telemarketing.
  • Payday or subprime loan business.
  • Pornography or other sexually-oriented business.
  • Prepaid vacation/timeshare solicitation services.
  • Psychic or horoscope consultation services.
  • Sweepstakes.
  • Any other activity which we deem, in our sole discretion, to adversely reflect on our reputation.

You acknowledge that we reserve the right to reject any proposed Authorized Account or to refuse to process a transaction in connection with the use of the ACH Services in conjunction with any Excluded Activity, as determined in our sole discretion.

2. CREDIT CARD PAYMENT SERVICES

2.1 Verification.

We may require you to provide additional information to verify your identity as a condition of providing you the credit card Payment services (the "Card Services"). Such information may include a government issued identification such as a passport or driver's license, a business license, your employer verification number (EIN), valid U.S. credit card, a verified bank account, or other financial or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate the information you provide to us. We may also ask for permission to inspect your business location. If you refuse any of these requests or provide inaccurate, untrue, or incomplete information, we have the right to suspend or terminate your Card Services account in our sole discretion. By accepting these terms, you specifically authorize us to request identity verifying information about you from third parties, including without limitation, a consumer report that contains your name and address. You agree that we are permitted to contact and share information about you and your account with banks and other financial institutions. This includes sharing information (i) about your transactions for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the Card Services, (iii) to create and update customer records about you, and (iv) to conduct our risk management process. You further agree that such financial institutions are permitted to contact you about research, marketing and other matters related to your credit card use.

2.2 Definitions.

  • "Account": A U.S. bank account or accounts as designated by you in your written application for the Card Services and/or additional bank accounts designated by you and communicated to us in writing.
  • "Card Brands": Collectively, Payment cards bearing the trademarks of MasterCard Incorporated ("MasterCard"), Visa U.S.A., Inc. ("Visa"), Discover Financial Services ("Discover"), and the American Express Company ("American Express").
  • "Association": VISA, MasterCard, Discover or American Express.
  • "Customer": For purposes of this Section 2, your client who submits a Payment to you by Payment card.
  • "Member Bank": A bank that is a member of the Federal Reserve System.
  • "Merchant Supplier": A third party other than Processor used by you in connection with the Card Services received hereunder, including but not limited to, software providers, equipment providers, and/or third party processors.
  • "Processor": Worldpay, LLC and its designated Member Bank that is our third-party Payment processor for the Card Services.

2.3 Acceptable Cards.

The Card Services allow you to accept Payments initiated with the Card Brands. We may remove or add cards that we accept at any time without prior notice. We will only process cards that receive an authorization from the applicable Card Brand or card issuer.

2.4 Our Role.

We are only a Payment service provider and not a bank and do not offer banking or money service business services as defined by the United States Department of Treasury. As a merchant Payment processor, we merely collect and relay information generated in connection with these Payments. To serve in this role, we must enter into agreements with Card Brands, other processors and banks. These third parties may require that our customers enter into an agreement with Processor. If you are such a user, we will provide you a "Merchant Services Agreement For Sub-Merchants" that you must execute in order to use the Card Services.

2.5 Applicable Card Brand Rules & Laws.

The Card Brands require that you and we comply with their applicable bylaws, rules, and regulations, and any other program or requirement that may be published and or mandated by the Card Brands ("Card Brand Rules"). The Card Brands have the right to amend their rules and regulations. We may be required to change this Agreement in connection with amendments to the Card Brand Rules, which are located at:

https://www.mastercard.us/content/dam/mccom/global/documents/mastercard-rules.pdf;

https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf;

https://www.discoverglobalnetwork.com/en-us/partner-with-us/business-owners; and

https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf.

Without limiting the generality of the foregoing, you agree to the following:

You are prohibited from (i) assessing a surcharge for the use of a card in connection with any transaction, or (ii) dispensing cash on any card transaction.

The Card Brand Rules may contain provisions that affect your legal rights, including arbitration agreements, jury and class action waivers, limitations of liability, indemnification obligations, and more. By accepting Payments initiated with Card Brands you agree to such provisions.

If you permit recurring transactions, you must (i) obtain your customer's consent to periodically charge the customer on a recurring basis for the services purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to us, Processor or the issuing bank of your customer's Card; and (iii) retain written documentation specifying the frequency of the recurring charge, the duration of time during which such charges may be made and the amount or range of amounts that may be charged. You must not submit any recurring transaction after receiving: (a) a cancellation notice from your customer (so long as such notice was timely provided at least three (3) days prior to the transaction date); or (b) notice from us, Processor or any Card Brand that the Card is not to be honored. In your transaction data, you should include an electronic indicator that the transaction is a recurring transaction. You will promptly notify us in the event you learn that cardholder information has changed with respect to a customer that is currently subject to recurring charges.

You may not suggest or require that your customers waive their right to dispute a card Payment transaction.

You represent, warrant and covenant to comply with all the Card Brand Rules and all applicable state, federal, and local laws, rules, and regulations ("Laws"). Without limiting the foregoing, you represent, warrant and covenant to fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission.

Without limiting any other available remedy, in the event you fail to comply with the Card Brand Rules and Laws, your right to accept Payments initiated by the Card Brands may be terminated and you and the individual owners of your business may be placed on the MasterCard Alert to Control High-Risk Merchants (MATCH).

2.6 Your Authorization For Funds Related to Payment Transactions.

By accepting these terms, you authorize Processor to hold, receive, and disburse funds via credit and debit entries to your designated bank accounts on your behalf. Your authorization permits Processor to generate a paper draft or an electronic funds transfer to process each Payment transaction that you authorize. Your authorization will remain in full force and effect while you use the Card Services.

2.7 Your Authorization For Fee Assessment.

You agree to pay the applicable fees in connection with your transactions for card Payments and other Payment methods ("Fees"). You also grant us Recovery Authorizations, (Recovery Authorizations include your authorization of 8am to debit, charge, setoff against and otherwise recover funds) which we may utilize to recover fees you owe us. Subject to 8am Terms of Service and these Payment Terms, we reserve the right to change the Fees upon reasonable advance notice. All balances and all Fees, charges, and Payments collected or paid through the Payment Services are denominated in US dollars. Note that Fees associated with other Payment methods, such as ACH, are subject to separate fees.

In addition to the Fees, you are also responsible for any penalties or fines imposed, in relation to your 8am Account, on you by any Association, Card Brand, Member Bank, Merchant Supplier, or Processor resulting from your use of 8am Payment services in a manner not permitted by this Agreement or any other rules and regulations you are subject to by using 8am Payment services.

You are also obligated to pay all taxes, customs, duties, fees and other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, provincial sales tax and/or, harmonized sales tax, and/or withholding tax on the 8am Payment services provided under this Agreement. If you are tax-exempt, you will provide 8am with an appropriate certificate or other evidence of tax exemption that is satisfactory to 8am. In the event you use 8am MyCase Payment services to make Payments or payouts to any third party, you agree that you are responsible for determining what Taxes, if any, apply to those Payments or payouts, and for assessing, collecting, reporting, and remitting applicable Taxes as required by Laws in all relevant jurisdictions. You agree 8am is not responsible for assessing, collecting, reporting, or remitting any Taxes on 8am Payment services provided under this Agreement and/or on any Payments or payouts you make to any third party through the 8am MyCase Payment services.

By accepting these terms, you authorize us to assess all applicable transaction fees from your designated Account. Your authorization permits us to generate a paper draft or an electronic funds transfer to process such fee payments. Your authorizations will remain in full force and effect while you use the Payment processing services.

2.8 Restricted Use.

You shall only complete and present for processing sales transactions produced as the direct result of bona fide sales made by you to cardholders, and you are expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than you, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. You may not use the services to process cash advances. You may not promote one or more Card Brands to the detriment of other Card Brands or otherwise persuade your customers to use one or more particular Card Brands in lieu of other Card Brands.

2.9 Prohibited Activities

You acknowledge and agree that you will not accept card Payments if your business, or any segment of your business, involves any of the following (collectively "Prohibited Transactions"):

  • Adult entertainment and/or adult content websites including Electronic Commerce adult content (videotext) merchants that would include MCC's 5967,7273 and 7841
  • Buyer Clubs/Membership Clubs
  • Direct Marketing: Continuity or Subscription services or merchants including MCC 5968 and 5969
  • Direct Marketing-Travel Related Arrangement Services including MCC 5962
  • Direct Marketing-Inbound Telemarketing including videotext services and MCC 5967
  • Gambling Activities and Establishments including MCC 7995, including lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services
  • Infomercial merchants
  • Internet Pharmacies
  • Multi-Level Marketing Businesses
  • Outbound Telemarketers and Telecom merchants including MCC's 4814,4816, and 5966
  • Rebate-Based Businesses
  • Up-Selling merchants
  • Any merchant that accepts a card at a scrip-dispensing terminal
  • Airlines including Charter Airline
  • Bidding Fee Auctions including Penny Auctions
  • Brand or Reputational damaging, potential or otherwise, activities including Bestiality, Child Pornography, Escort Services, Mail Order Brides, Occult
  • Commodity Trading or Security Trading
  • Credit Counseling or Credit Repair Services
  • Credit Protection or Identity Theft Protection Services
  • Cruise Lines
  • Currency Exchanges or Dealers
  • Debt Elimination, Debt Reduction or Debt Consulting Services
  • Digital Wallet or Prepaid Companies
  • Discount Medical or Dental plans including Discount Insurance
  • Discount Coupon merchants or Online Sites
  • Distressed Property Sales and/or Marketing
  • Drug Paraphernalia
  • e-Cigarettes
  • Firearms including Ammunition
  • High interest rate non-bank consumer lending including payday lending and title loans
  • Investment or "get rich quick" merchants, businesses or programs
  • Merchants utilizing negative option, renewal, or continuity subscription practices
  • Marketing Activities involving "pay only for shipping" and/or "free trial" periods
  • Marijuana dispensaries and related products or services
  • Merchants offering Special Incentives
  • Money Transfer, Wire Transfers, Money Orders, Transmitters, and Check Cashing including merchants required to be registered as Money Service Business
  • Pawn Shop
  • Prepaid Phone Cards
  • Prepaid Phone Services
  • Pseudo Pharmaceuticals
  • Quasi Cash or Stored Value
  • Real Estate Flipping
  • Sale of Mobile Minutes
  • Selling or Sales of Social Media Activity
  • Sports Forecasting or Odds Making
  • Substances designed to mimic illegal drugs
  • Timeshares including resales and related marketing
  • Transacting Virtual Currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world

The foregoing list is not exhaustive and may be updated from time to time.

2.10 Account Deposits.

Subject to the payout schedule below, Processor will deposit to your Account the amounts actually received by Processor for transactions submitted through the Service. Once your bank account information is verified, Processor will automatically deposit your money in your designated bank account. Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when Processor has received or sent the funds and when Processor or the designated financial institutions have accepted the transaction or funds. You are responsible for monitoring your transactions and ensuring that our Payments to you, via Processor, are correct. You must notify us of any errors in Payments made to you within thirty (30) days of the error first appearing on your electronic transaction history. Failure to notify us of such an error will be deemed a waiver of any right to amounts owed to you.

2.11 Standard Payout Schedule.

Once you validate your Account, we, via Processor, will automatically initiate a payout to your Account for any transactions received on your behalf at the end of every business day. Payouts to your Account will normally register within 1-2 business days.

2.12 Availability of Funds.

Should we need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

2.13 Your Account History.

When a Payment is made to your Account, we will update your Account activity on the Services and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your account activity are available through the Services. Except as required by law, you are solely responsible for (i) compiling and retaining permanent records of all transactions and other data associated with your Account and your use of the Service, and (ii) reconciling all transactional information that is associated with your Account. If you believe that there is an error or unauthorized transaction activity is associated with your Account, you agree to contact us immediately.

2.14 Receipts.

You must make a written receipt available to your customers for any transaction greater than fifteen dollars ($15.00). You may give your customers the option to receive or decline a written receipt. As a convenience, but not in lieu of a written receipt, you may also offer electronic receipts for delivery through email to your customers.

2.15 Customer Service.

You are solely responsible for all customer service issues relating to your services, including pricing, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

2.16 Refunds and Returns.

By accepting Payment card transactions through the Service, you agree to process returns of, and provide refunds and adjustments for, your services through your account in accordance with these terms and the Card Brand Rules. Card Brand Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a chargeback relating to such sales.

You can process a refund through your Account up to sixty (60) days from the day you accepted the Payment. If your balance is insufficient to cover the refund, we will request your authorization to withdraw up to the requested refund amount from your bank account. Processor will then withdraw the amount you were paid from your bank account, and credit it back into your customer's card. We and our Processor have no obligation to accept any returns of any of your services on your behalf.

2.17 Your Liability for Chargebacks.

The amount of a transaction may be reversed or charged back to your account (a "Chargeback") if the transaction (i) is disputed, (ii) is reversed for any reason by the Card Brand, Processor, or a payer's or our financial institution, (iii) was not authorized or we have any reason to believe that the transaction was not authorized, or (iv) is allegedly unlawful, suspicious, or in violation of these terms.

2.18 Our Collection Rights for Chargebacks.

Processor may deduct the amount of any chargeback and any associated fees, fines, or penalties assessed by the Card Brand from your Account, any proceeds due to you, your bank account, or other Payment instrument registered with us. If you have pending chargebacks, we may delay payouts from your Account. Further, if we reasonably believe that a chargeback is likely with respect to any transaction, Processor may withhold the amount of the potential chargeback from Payments otherwise due to you under these terms until such time that: (i) a chargeback is assessed due to a customer's complaint, in which case Processor will retain the funds; (ii) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (iii) we determine that a chargeback on the transaction will not occur. If we, via our Processor, are unable to recover funds related to a chargeback for which you are liable, you will pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all account deficit balances unpaid by you. You hereby authorize Processor to charge the amount of daily chargebacks from your Accounts that originally received the relevant Payment amounts by making an ACH debit from your Account.

2.19 Excessive Chargebacks.

If we determine that you are incurring an excessive amount of chargebacks, we may establish controls or conditions governing your account, including without limitation, by (i) establishing new processing fees, (ii) delaying payouts, and (iii) terminating or suspending the services.

2.20 Contesting Chargebacks.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. Towards that end, you permit us to share information about a chargeback with the payer, the payer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to your account. If a chargeback dispute is not resolved in your favor by the Card Brand or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.

2.21 Our Set-off Rights.

To the extent permitted by law, we, and our Processor, may set off against the balances for any obligation you owe us under these terms, including without limitation any chargebacks. Any fees assessed in association with a transaction will be deducted from your designated Account.

2.22 Our Processing Errors.

We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, we will credit your account for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, we will debit the extra funds from your account. We will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

2.23 Card Data Security and Access to Cardholder Data

You agree to the confidentiality and security requirements required by the Card Brands including, but not limited to, the following:

The VISA Cardholder Information Security Program, available at: https://usa.visa.com/support/small-business/security-compliance.html

The MasterCard Site Data Protection Program, available at: https://www.mastercard.us/en-us/business/overview.html

The American Express Data Security Requirements, available at: https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-dsr.pdf

Discover® Information Security & Compliance, available at: https://www.discoverglobalnetwork.com/solutions/pci-compliance/discover-information-security-compliance

If and to the extent you elect to accept in-person credit card Payments or otherwise gain access to a cardholder's account number, expiration date, and CVV2 (collectively, "Cardholder Data"), you agree that at all times you will be compliant with the Payment Card Industry Data Security Standards ("PCI DSS"). In the event you fail to comply with PCI DSS, we may terminate your rights under this Agreement and, in addition, you may be subject to fines and additional liabilities imposed by Processor, the Associations or other applicable regulatory bodies.

PCI DSS requires that you implement and maintain certain data security policies and procedures. As of the date of this Agreement, PCI DSS mandates that you comply with the following requirements:

  • Install and maintain a network firewall to protect Cardholder Data.
  • Do not use vendor-supplied defaults for system passwords and other security parameters.
  • Protect stored Cardholder Data.
  • Encrypt transmission of Cardholder Data across open, public networks.
  • Protect all systems against malware and regularly update antivirus software or programs.
  • Develop and maintain secure systems and applications.
  • Restrict access to Cardholder Data by business need to know.
  • Identify and authenticate access to system components.
  • Restrict physical access to Cardholder Data.
  • Track and monitor all access to network resources and Cardholder Data.
  • Regularly test security systems and processes.
  • Maintain a policy that addresses information security for all personnel.

As part of the above, you must not, and will ensure that your Merchant Suppliers do not, store any portion of the magnetic-stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the Card Brand Rules or the Bank Rules. You or your Merchant Suppliers must not store CVV2 data at any time. In addition, you agree that you will not (i) use Cardholder Data for any purpose other than to support card Payments for your services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Card Brand Rules, or (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than the Card Brands or in response to a government request.

PCI DSS REQUIREMENTS ARE SUBJECT TO CHANGE, PLEASE VISIT THE PCI SECURITY STANDARDS COUNCIL WEBSITE) FREQUENTLY TO BE SURE YOU REMAIN IN COMPLIANCE WITH APPLICABLE REQUIREMENTS.

You also agree that you will use only PCI DSS compliant Merchant Suppliers in connection with the storage or transmission of Cardholder Data. You will cause all Merchant Suppliers to complete any steps or certifications required by any Association (e.g., registrations, PA-DSS, PCI DSS, audits, etc.). You will cause your Merchant Suppliers to cooperate with Processor in completing any such steps or certifications (if applicable), and in performing any necessary due diligence on such Merchant Supplier. You shall be solely responsible for any and all applicable fees, costs, expenses and liabilities associated with such steps, registrations, and certifications.

You shall certify in writing your compliance with PCI DSS promptly upon our request or in accordance with the Card Brand Rules. We have the right to conduct PCI DSS audits, from time to time and at your sole expense, performed by us or a third party designated by us to verify your compliance with the terms of this Agreement.

In the event you learn or reasonably suspect that Cardholder Data was accessed or retrieved by any unauthorized person or entity, contact us immediately and in no event more than 24 hours after becoming aware of such activity. In the event of the foregoing, you must, at your own expense, (i) perform or cause to be performed an independent investigation (including a forensics analysis) of any data security breach of Cardholder Data or transaction data, (ii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iii) cooperate with us in the investigation and resolution of any security breach.

3. Term and Termination

3.1 Term.

The term of this Agreement shall be conterminous with your subscription to the Services.

3.2 Early Termination.

Notwithstanding anything to the contrary herein, we may terminate or suspend this Agreement and your access to the ACH Services and Card Services, in whole or in part, prior to the expiration of the term in the event of any of the following:

3.2.1. You breach this Agreement and, if such breach is capable of cure, fail to cure within five (5) days of notification of breach.

3.2.2. You become insolvent, enter into reorganization or bankruptcy, make a general assignment for the benefit of creditors, admit in writing your inability to pay debts as they mature, suffer or permit the appointment of a receiver, any of which in our judgment impairs your ability to perform your responsibilities under this Agreement.

3.2.3. There is a deterioration or other materially negative change in your business or financial status or structure that increases the financial risk to us or our partners in providing you the ACH Services or Card Services.

3.2.4. There is a change in applicable laws, regulations, NACHA Rules, Card Brand Rules, or our third party partner agreements that restricts or prohibits us from providing the affected ACH Services or Card Services or increases our cost in providing the affected ACH Services or Card Services to our customers generally.

3.2.5. You utilize the ACH Services or Card Services in conjunction with an Excluded Activity or Prohibited Transaction.

3.2.6. For any other reason expressly identified in this Agreement or our policies and procedures made available to you.

In the event we terminate this Agreement prior to the expiration of its term, we will provide you with notice of such termination and termination will become effective on your receipt of notice.

4. Limitations of Liability

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL WE, OR JHA, THE ODFI, THE BANK OF FIRST DEPOSIT, OUR PROCESSOR'S, OR ANY OF OUR OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR AND JHA, THE ODFI, THE BANK OF FIRST DEPOSIT, AND OUR PROCESSOR'S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE ACH SERVICES OR CARD SERVICES AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY AND WHETHER OR NOT ARISING IN CONTRACT OR TORT SHALL NOT EXCEED THE FEES PAID BY YOU TO US FOR ACH SERVICES OR CARD SERVICES (AS APPLICABLE) DELIVERED UNDER THIS AGREEMENT FOR THE THREE (3) MONTHS PRIOR TO THE TIME THE LIABILITY AROSE, SUCH AMOUNT NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000).

5. Indemnification

In addition to your indemnification obligations in the Terms of Service, you will indemnify, defend and hold us, JHA, the ODFI, the Bank of First Deposit, and our Processor harmless from and against all claims, actions, losses and expenses, including reasonable attorney's fees and legal costs, incurred by us, JHA, the ODFI, the Bank of First Deposit, and/or our Processor arising out of (i) your breach of this Agreement (including any of your representations, warranties, covenants or obligations under this Agreement), the NACHA Rules, the Card Brand Rules, or applicable laws and regulations; (ii) in connection with the ACH Services, return of an Entry due to incorrect or incomplete data or information provided by you in the submission of the Entry to us, a closed Customer account, or insufficient funds in the Customer account, (iii) fraudulent activity, wrongful or unauthorized use of the ACH Services or Card Services, or submission of fraudulent or illegal entries by you or a third party who has gained access to the ACH Services or the Card Services through the use of your Services account, (iv) your use of the ACH Services or Card Services pursuant to this Agreement or any of your acts, omissions, cardholder disputes and other cardholder customer-service related issues caused by you, (v) your business or your clients, and (vi) any sales transactions submitted by you under this Agreement.

6. Security Procedures; Confidentiality

You agree to comply with the procedures established by us for security as are communicated to you either orally or in writing, including the confidentiality provisions of the Terms of Service, and will contact us immediately if you have reason to believe that confidentiality has been or is likely to be breached.

7. Use of Service; Non-Compliance

Notwithstanding any contrary provision in this Agreement, the ACH Services and Card Services are to be utilized solely to facilitate the Payment of legal fees and costs incurred in the course and scope of the attorney-client relationship. Non-compliance with the terms of this Agreement could result in you being assessed noncompliance fines and/or cessation of the ACH Services or Card Services.