Last updated: March 25, 2026
Centavo Inc., hereinafter referred to as “Payabli”, offers merchants various products and services relating to payment processing and other value-added services directly and through Third Party Service Providers. In order for you, on behalf of your company, to obtain or continue using the transaction processing services, payment gateway services, and other value-added products and services, more fully described at www.payabli.com as such descriptions may be changed from time-to-time (collectively referred to herein as the “Payabli Services”), you must agree to and accept the terms and conditions of this agreement (the “Agreement”). This Agreement sets out the terms and conditions under which you may utilize the Payabli Services. Please read this Agreement carefully. It is important that you understand that upon your acceptance of this Agreement, by continuing to use any of the Payabli Services and/or by clicking on the “I AGREE” button at the end of this Agreement, it becomes a legally binding contract. For the avoidance of doubt, if you elect any Value-Added Services, all references to “Payabli Services” in this Agreement shall be deemed to include such Value-Added Services, and all terms and conditions of this Agreement shall apply to the Value-Added Services in the same manner.
By continuing to use any of the Payabli Services and/or by clicking on the “I AGREE” button you represent that you have reviewed and understand the Agreement and agree to be legally bound by all its terms and conditions (including the terms and conditions, policies, and agreements set forth on the web pages incorporated by reference herein).
The Payabli Sub-Merchant Terms and Conditions found at https://payabli.com/terms-and-conditions/#toc-heading-2 is incorporated herein by reference for those merchants having a direct agreement with Payabli.
The Payabli Direct Acquirer (Tri-Party) Terms and Conditions found at https://payabli.com/terms-and-conditions/#toc-heading-3 is incorporated herein by reference for those merchants whose transaction volumes require an agreement between themselves, Payabli’s Acquirer, and Payabli.
The Payabli Payout Services Agreement found at https://www.payabli.com/terms-and-conditions/#toc-heading-8 is incorporated herein by reference for those merchants utilizing the Payout Services offered by Payabli.
The Payabli Electronic Communications Policy found at https://www.payabli.com/terms-and-conditions/#toc-heading-6 , the Payabli Electronic Funds Transfer Agreement found at https://www.payabli.com/terms-and-conditions/#toc-heading-7 , the Payabli Terms of Use found at https://www.payabli.com/terms-and-conditions/#toc-heading-9 , and the Payabli Privacy Policy found at https://www.payabli.com/terms-and-conditions/#toc-heading-10 are all incorporated herein by reference.
If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, please do not click on the “I AGREE” button and do not seek to obtain or continue using the Payabli Services. For purposes of this Agreement, all references to this Agreement includes all applicable incorporated terms and conditions, agreements, and policies referenced herein.
NOW THEREFORE, you and/or your company, (“You” or “Your”) agree as follows:
1. DEFINITIONS:
“Acquirer” or “Acquiring Bank” or “Acquiring Institution” means the financial institution selected by Payabli from time-to-time supplying You with the ability to accept credit cards for payments. The financial institution will charge You fees for providing these services.
“ACH” or “Automated Clearing House” means an electronic network that allows the exchange and settlement of electronic payments between financial institutions.
“Affiliate Partner” means any third party through whom Payabli may offer the Payabli Services to You, including but not limited to an “ISO” or “Independent Sales Organization”, Merchant Service Provider (“MSP”), Value Added Reseller (“VAR”), Application Service Provider (“ASP”), Acquiring Bank and Financial Institution.
“API” or “Application Programming Interface” means an interface allowing integration with a programmable software package or platform.
“Authorized User(s)” means designated employee(s) identified by you to create and transmit payment files to the Portal and approve and facilitate funding of designated disbursement account(s).
“AVS” or “Address Verification Service” means a response generated by the Issuing Bank to indicate the level of accuracy of a given address based on the billing address of the customer’s credit card.
“Batch” means any bulk processing of Transactions, or a bulk settlement submitted to a Processor by Payabli including credit card, ACH, or other related transactions.
“Card Association” or “Card Network” means a network of Issuing Banks and Acquiring Banks that process payment cards of a specific brand. Without limiting the foregoing definition, American Express, Discover Financial Services, JCB International, MasterCard International Inc., Visa Inc., Visa International Inc., and any other payment card company belong to the Card Association.
“Your Vendors” means vendors, suppliers, and other third parties with a business relationship with you and to whom you deliver payment transactions through the Payabli Services and the Portal in accordance with the terms and conditions set forth in this Agreement.
“Close Batch” means the process of sending a batch of transactions for settlement.
“Confidential Information” means any information, data, trade secrets, know-how, directly, or indirectly, in writing or orally or by inspection of samples, equipment, or facilities, including but not limited to past, present, and future research, products, product plans, services, services documentation (in whatever form or media provided) customers, customer lists, user data, revenue, markets, software developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration, marketing, marketing materials, financial or other business information, or the financial terms of this Agreement.
“Customer” means the Affiliate Partner’s customer or donor.
“Discount Rate” means the fee charged by Your financial institution to You for services associated with processing card transactions or fees charged by Payabli to You for ACH or other payment methods.
“Dispute” Any question about the validity of a payment transaction.
“Effective Date” means the earlier of the date You agree to the terms and conditions of this Agreement by (i) clicking the “I AGREE” button associated with this Agreement; or (ii) by using Payabli Services or (iii) acknowledging Your acceptance of this Agreement by any other method, including without limitation execution of a Merchant Account Application that incorporates this Agreement by reference.
“Fee Schedule” means a list of fees and charges that is accepted by You and paid by you to Payabli.
“Fees “ means the fees and charges applicable to Payabli’s Services.
“Interchange Fee” means the fee set by and collected by the Card Association from Your financial institution (Acquiring Bank) and paid to the issuing financial institution (Issuing Bank) to cover expenses incurred in billing the cardholder.
“IP Address” means an internet address usually represented in dotted decimal, e.g. “127.0.0.1”.
“Issuing Bank” means the financial institution that issues Card Association branded Payment Cards directly to consumers.
“Nacha” means the National Automated Clearing House Association, which governs the ACH network.
“Payabli Account “/ “Payabli Account Credentials” means the account through which the User accesses Payabli’s Services; and the credentials (including API keys) used to access the account.
“Payabli Web Services” means accessing any Payabli web page, mobile application, or software development kit.
“Payment Method “ means a payment method that Payabli accepts as part of its payment services (e.g., a Visa credit card, Klarna).
“Payment Method Provider” means the provider of a Payment Method (e.g., Visa Inc., Klarna Bank AB).
“Payment Method Rules” means the publicly available guidelines, bylaws, rules, and regulations a Payment Method Provider imposes on how a Payment Method may be accepted and used.
“Payment Processing Service / Service Terms” means a service Payabli makes available (excluding Third-Party Services), along with the terms incorporated into the agreement that apply to those particular services.
“PCI DSS” means Payment Card Industry Data Security Standard.
“Personal Data” means any information relating to an identifiable natural person that is processed in connection with the Payabli Services, including definitions under GDPR and CCPA.
“Portal” means Payabli’s payment portal used to receive your payment files, facilitate the funding of account(s) used for disbursement, facilitate the execution of your payments via check, ACH and/or virtual credit card, receive and display reconciliation data related to the various payment methods.
“Privacy Policy” means the then current Payabli Privacy Policy which can be found at https://www.payabli.com .
“Processor” means a third-party vendor selected by Payabli from time-to-time to assist in the provision of Payabli Services.
“Prohibited and Restricted Business / Business List” means any category of business or business practice for which a Payabli Service cannot be used or its use is limited, as identified in Payabli’s Prohibited and Restricted Businesses List.
“Protected Data” means all user information and Personal Data.
“Representative “ means an individual submitting the application for a Payabli Account.
“Return Payment Fee” is a fee charged to You by Payabli on each occurrence when Payabli is unable to collect fees on Your Account for any reason, including but not limited to insufficient funds, closed account, or any other negative response.
“Rules” means the rules and regulations of Nacha, the Card Networks, all applicable network providers, and all other issues and third parties involved in providing the Payabli Services.
“Third Party Service Provider” for purposes of this Agreement means an entity that provides bank and/or merchant payment services including, but not limited to billing, reporting, customer service, authorization, and settlement services.
“Trademark(s)” means all common law or registered trademark(s), service mark(s), trade name(s) and trade dress rights and/or similar or related rights under any laws of any country or jurisdiction, including but not limited to the United States of America whether existing now or hereafter adopted.
“Transaction(s)” means any billable occurrence completed or submitted under Your Account including but not limited to sale, void, refund, credit, offline force, capture, authorization, validate, update or settlement regardless of whether approved or declined.
“Value-Added Service” means any features and/or services offered by Payabli in addition to the Payabli Services contemplated herein.
“VAR” or “Value Added Reseller” means any third-party vendor that enhances or modifies existing hardware or software, adding value to the services provided by the Processor or Acquirer.
2. TERM: The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated pursuant to Section 10.
3. LEGAL: By accepting the terms and conditions of this Agreement, You represent and warrant that (i) You have the legal authority to accept the terms and conditions of this Agreement on behalf of Your company and that such acceptance will be binding on Your company, (ii) all information You have provided to Payabli is true and correct in all respects, and (iii) You will update Payabli in writing with any changes to information You have previously supplied. In furtherance of Your representations, Payabli reserves its right to refuse to provide You with any Payabli Service and terminate this Agreement, with or without notice, if You have supplied any information which is misleading, untrue, inaccurate or incomplete.
4. USE OF PAYABLI SERVICES
4.1 Payabli Grant
(a) You are hereby granted a non-exclusive right to use the Payabli Services during the Term hereof so long as You are current in paying all applicable Fees, subject to the restrictions contained herein and restrictions communicated to You in the future by Payabli. Payabli shall provide the Payabli Services to You in all material respects in accordance with the terms and conditions of this Agreement and Your rights are granted solely for the purposes contained herein and for no other purpose.
(b) Your use of the Payabli Services shall be restricted to You. You shall not submit data or Transaction data to Payabli or otherwise process orders on behalf of any other entity or individual. Any attempt by You to use the Payabli Services on behalf of another entity or individual may result in Your obligation to pay to Payabli additional fees and charges and/or Payabli may revoke Your right to use the Payabli Services and terminate this Agreement.
(c) In connection with the exercise of Your rights and obligations under this Agreement including, without limitation, any related to individual privacy, You will comply, at Your own expense, with all applicable laws, regulations, rules, ordinances and orders of governmental authorities having jurisdiction. You shall not use the Payabli Services in any manner, or in furtherance of any activity that may cause Payabli to be subject to investigation, prosecution, or legal action.
(d) Payabli reserves the right to amend, modify or change this Agreement, its policies, procedures, and guidelines and You shall comply with all then current agreements, policies, procedures, and guidelines of Payabli governing the Payabli Services.
(e) Use of the Payabli Web Services is subject to the Payabli Terms of Use, available on the Payabli web site at https://www.payabli.com.
5. DATA SECURITY, COLLECTION, TRANSFER AND RETENTION
5.1 Payabli’s Duties
(a) You understand Payabli will collect, retain, use and share information and data collected from You and your customers in accordance with Payabli’s then current Privacy Policies. You hereby consent, as a condition of Your enrollment in and use of the Payabli Services, to the collection, use, processing and transfer of Personal Data as described in Section 5 and Payabli’s Privacy Policies.
(b) You understand that Payabli may collect and hold personal or non-public information about You and Your customers, including but not limited to: Your name, address, telephone number, e-mail address, social security number and/or tax identification number and payment data as well as Your customers’ names, mailing & shipping addresses, email addresses, phone number, types of purchases and descriptions of purchases for the purpose of considering eligibility for the Payabli Services and for the purpose of providing You and your customers with the Payabli Services. You also understand and agree that Payabli, its subsidiaries, Affiliate Partners, Third Party Service Providers, suppliers and/or their agents and/or contractors may transfer data among themselves as necessary for the purpose of the provision and management of the Payabli Services and that Payabli may further transfer data (i) with non-affiliated entities that assist Payabli in providing products and services that You have requested; (ii) with companies that provide support services to Payabli; (iii) with companies that provide marketing services on behalf of Payabli; or (iv) as otherwise provided by applicable law.
(c) You further understand that in evaluating Your eligibility for, provision of, administration and management of the Payabli Services, as well as under circumstances described in the Privacy Policy that may be changed from time-to-time, that Payabli may obtain various consumer reports regarding You from third parties, run a credit check or obtain other personal or credit information about You.
(d) You further understand that while Payabli uses commercially reasonable efforts to safeguard data and Transaction data transmitted while using Payabli Services, Payabli does not warrant that any such data will be transported without unauthorized interception or modification or that such data will not be accessed or compromised by any unauthorized third parties.
(e) With respect to the Payabli Services, at all times while this Agreement is in effect, Payabli will maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS).
5.2 Your Duties
(a) You agree that you will comply at all times with all applicable and then-current legal obligations and security measures including without limitation those issued by the United States Government, Federal, State and Municipal laws and ordinances, Card Associations, the Federal Trade Commission, PCI DSS and any other governing body. You agree that you will comply with all Payabli security protocols, notices, and safeguards in effect during the term of this Agreement. You warrant that You have taken such precautions as are necessary to ensure that Your data and Your customer data is protected and that Your electronic systems are secure from breach, intrusion, or compromise by any unauthorized third parties. In the event that Your system is breached and an unauthorized third party has access to or has accessed data, You shall notify the designated parties as required under any applicable laws or industry guidelines and shall immediately notify Payabli of such breach and take such prompt action and precautions as necessary to prevent any continuous or additional breach.
(b) You are solely responsible for the security of data residing on server(s) owned or operated by You, Third Party Service Provider, or a third party designated by You (e.g., a web hosting company, processor, or other service provider), including credit card numbers and any other Personal Data. You shall comply with all applicable laws and regulations governing the collection, retention and use by You of credit card and other financial information and agree to provide notice to your customers on Your web site that discloses how and why personal and financial information is collected and used, including uses governed by this Agreement.
(c) You agree that You are solely responsible for verifying the accuracy and completeness of all Transactions submitted and processed by Payabli associated with Your account and verifying that all corresponding funds are accurately processed. You acknowledge that the fees associated with any and all transactions processed through Your account are earned by Payabli and shall not be reimbursed. You acknowledge that Payabli shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to Your account, or any data. Payabli’s liability for unauthorized Transactions or improperly processed Transactions solely attributable to the negligence of Payabli is limited pursuant to Section 13.
(d) You agree not to use, disclose, sell or disseminate any card, cardholder or ACH information obtained in connection with a Transaction except for purposes of completing or settlement of a Transaction and/or resolving chargebacks, retrievals or similar issues involving a Transaction unless required to do so by court order or governmental agency request, subpoena or order.
(e) You agree that You are solely responsible for compiling and retaining permanent records of all data, including Transaction data, for Your reference. Except as otherwise provided herein, Payabli shall have no obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or other data collected or processed by Payabli. You acknowledge that upon termination of this Agreement, Payabli shall have no obligation to provide You with any data. You agree that You shall use proper controls for and limit access to all data. Prior to discard You shall render all data unreadable and abide by any laws or regulations imposed on You for data destruction and/or disposal.
5.3 Your User Name and Password
(a) In connection with Your rights described in Section 4.1, Payabli or Affiliate Partner will issue to You, or permit You to use a user name and password, to enable You and/or Your employees and agents to access Your gateway account and use the Payabli Services. You will restrict access to such user name, password, and account to Your employees and agents as may be reasonably necessary and consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement and any recommendations and notices regarding such use and access.
(b) You are solely responsible for maintaining adequate security and control of any and all user names, passwords, or any other codes that are issued to You by Payabli or Affiliate Partner or selected by You, for purposes of giving You access to the Payabli Services. Payabli shall be entitled to rely on information it receives from You and may assume that all such information was transmitted by or on behalf of You.
6. TRADEMARKS
6.1 Trademark Use
(a) Payabli hereby grants to You the right to use, reproduce, publish, perform and display the Payabli Marks as follows: (a) on Your web site in connection with Your offering of Payabli Services to Your customers; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the Payabli Services.
(b) You hereby grant to Payabli, its Third Party Service Provider, and its Affiliate Partners the right to use, reproduce, publish, perform and display Your Marks as follows: (a) in connection with the development, use, reproduction, modification, adaptation, publication, display and performance of the Payabli Services offered and/or accessible through Your web site; and (b) in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the Payabli Services.
(c) For purposes of this Agreement, “Your Marks” means Your customary name and logo, and such other trademarks as You may from time to time notify Payabli to be “Your Marks” within the meaning of this Agreement. For purposes of this Agreement, “Payabli Marks” means Payabli customary name and logo, and such other trademarks as Payabli may from time to time notify You to be “Payabli Marks” within the meaning of this Agreement.
6.2 Trademark Restrictions
(a) Each party shall comply with all standards with respect to the other party’s Trademarks which may be furnished by such party from time-to-time and all uses of the other party’s Trademarks in proximity to the trade name, trademark, service name or service mark of any other person or entity shall be consistent with the standards furnished by the other party from time to time. Neither party shall create a combination mark consisting of one or more Trademarks of each party. All uses of the other party’s Trademarks shall inure to the benefit of the party owning such Trademark. Each party hereby acknowledges and agrees that, as between the parties, the other party is the owner of the Trademarks identified as its Trademarks in any written notice provided to the other party pursuant to this Agreement. Either party may update or change the list of Trademarks usable by the other party hereunder at any time by written notice to the other party.
(b) Either party must include a statement of ownership when displaying or reproducing either party’s Trademark. The following statement is acceptable and shall be placed contiguous to the Trademark: “The trademark is the property of its respective owner.”
(c) Except as otherwise provided herein, You shall not use, register or attempt to register any Payabli Trademarks or marks or domain names that are confusingly similar to any of the Payabli Trademarks, marks or domain name(s). Except as authorized in this Agreement, You shall not take any actions inconsistent with Payabli’s ownership of Payabli’s Trademarks and any associated registrations or attack the validity thereof. You shall not use Payabli’s Trademarks in any manner that would indicate You are using such Payabli Trademarks other than as a licensee nor assist any third party do any of the same.
7. INTELLECTUAL PROPERTY AND PROHIBITION AGAINST REVERSE ENGINEERING The parties agree that Payabli owns and retains all right, title, and interest in and to the Payabli Services, the Portal, Trademarks, copyrights, technology and any related technology, including but not limited to object code and source code, visual expressions, screen formats, report formats, and other design features utilized under or in connection with this Agreement, including but not limited to all intellectual property rights associated therewith and all future modifications, revisions, updates, releases, refinements, improvements, adaptations, derivative works, and enhancements thereof (collectively, the “Payabli IP”). No title to or ownership of any of the foregoing is granted or otherwise transferred to You or any other entity or person under this Agreement. You shall not, and shall not permit any affiliate or other person to, (a) create or recreate the source code for any Payabli IP, or re-engineer, reverse engineer, decompile or disassemble the same; (b) modify, adapt, translate or create derivative works based upon the any Payabli IP or combine or merge any part of any Payabli IP with or into any other software or documentation; (c) refer to or otherwise use any Payabli IP as part of any effort to develop a program having any functional attributes, visual expressions, or other features similar to those of the Payabli Services or the Portal or to compete, directly or indirectly, with Payabli; (d) remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Payabli IP, or fail to preserve all copyright and other proprietary notices in any copy of any Payabli IP made by you; (e) sell, market, license, sublicense, distribute, or otherwise grant to any person, including any outsourcer, vendor, supplier, consultant or partner, any right to use any Payabli IP; or (f) use the Payabli IP to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications, or similar services to any person, whether on a fee basis or otherwise.
8. PAYMENT TERMS
8.1 Due Date and ACH Authorization
(a) Payabli Fees shall begin on the Effective Date and You will be billed on the first business day of each month following the Effective Date for any and all amounts owing under this Agreement. If Fees accrue to more than $50.00 USD at any time in any given month, Payabli will bill You the full amount due on a more frequent basis at Payabli’s discretion.
(b) You must authorize Payabli to initiate transaction entries to Your depositories account through ACH. This authority is to remain in full force and effect until: (i) Payabli has received written notification from You of Your request for termination in such time as to afford Payabli and Your depository institution a commercially reasonable opportunity to acknowledge and respond to the request and (ii) Payabli has collected all Fees due and owing under this Agreement. If Payabli is unable to collect amounts owing from your depository account, You hereby authorize Payabli to charge Your credit card for any and all amounts owing to Payabli under this Agreement. Entries initiated to or from Your depository account will be in accordance with the rules of Nacha and/or any other regulatory body or agency having jurisdiction over the subject matter hereof.
(c) You must promptly update Your account information with Payabli or Affiliate Partner with current and accurate information. If You fail to provide Payabli or Affiliate Partner with current and accurate depository account or credit card account information, Payabli may immediately discontinue providing Payabli Services to You, without liability, until such information is provided to Payabli and/or terminate this Agreement. You acknowledge that any change in account information may not be effective until the month following the month in which Payabli receives such notice. Termination of Your authorization shall result in termination of any and all Payabli Services.
8.2 Affiliate Partner Bills You In furtherance of Section 8.1, if You are billed by an Affiliate Partner for some or all of the Fees, You shall pay the Affiliate Partner in such manner as mutually agreed upon between You and such Affiliate Partner.
9. FEES
9.1 Payabli Service Fees
(a) You shall pay to Payabli the Fees as set forth in the fee schedule provided to You by Payabli and/or, if applicable Affiliate Partner. The fee schedule is hereby incorporated into the terms of this Agreement by reference.
(b) Notwithstanding the foregoing, if Your relationship with the Affiliate Partner that offered you the Payabli Services expires or terminates and such Affiliate Partner was billing You for certain Fees, then You may continue using the Payabli Services. If You elect to continue using the Payabli Services, You acknowledge and agree that Payabli may begin to bill You for such Fees in the amounts that the Affiliate Partner had been charging You. In accordance with Section 15.5 Payabli may amend the Fee schedule after providing You with thirty (30) days’ notice.
9.2 Other Fees and Charges
(a) You shall incur a late fee in the amount set forth in the fee schedule if any amounts due to Payabli under this Agreement are not paid on or before the tenth (10th) day following the date when due. In addition, You shall be subject to a finance charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such late fee(s) and finance charge(s) will not excuse or cure any breach or default for late payment. Payabli may accept any check or payment from You without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check or payment or any correspondence accompanying any check or payment or elsewhere will be construed as an accord or satisfaction.
(b) On each occurrence when Payabli is unable to collect Fees on Your Account for any reason, including but not limited to insufficient funds, closed account, or any other negative response, Payabli may charge You a Return Payment Fee in the amount of $25.00 USD, or as set forth in the applicable fee schedule.
(c) If You have not paid all owing amounts after two (2) days when due, Payabli may, in its sole discretion, discontinue providing You with Payabli Services. If You have still not paid all owing amounts after thirty (30) days following the date the payment was due, then Payabli may, in its sole discretion, immediately terminate this Agreement. Notwithstanding, if You subsequently pay in full all owing fees, including but not limited to late fees, finance charges and Return Payment Fees, and if Payabli has not already terminated this Agreement, then Payabli may elect to reactivate the Payabli Services and charge You a Service Reactivation Fee in the amount set forth in the applicable fee schedule.
(d) You agree to pay all costs and expenses of whatever nature, including attorneys’ fees, incurred by or on behalf of Payabli in connection with the collection of any unpaid charges and Fees.
(e) Electronic funds transfers will be subject to the Payabli Electronic Funds Transfer Agreement, available at //https:www.payabli.com.
10. TERMINATION
10.1 Termination by You
(a) You may terminate this Agreement with or without cause, and for any reason, by providing Payabli with at least thirty (30) days written notice of Your intent to terminate this Agreement.
(b) In the event You are billed by an Affiliate Partner in furtherance of Section 8.2 of this Agreement, you hereby authorize Affiliate Partner to terminate this Agreement on your behalf.
10.2 Termination by Payabli
(a) Payabli may terminate this Agreement and/or terminate Your use of Payabli Services immediately, or at any time, without advance notice and with or without cause, for any reason, including without limitation, due to Your breach or default of any obligation set forth in this Agreement or if Payabli determines, in its sole discretion, that Your business practices are detrimental to the achievement of Payabli’s business objectives.
(b) In such event, Payabli shall provide You with a written or electronic notice of termination.
10.3 Termination by Affiliate Partner or Third Party Service Provider
(a) In the event You are billed by an Affiliate Partner in furtherance of Section 8.2, and if Payabli receives notice from such Affiliate Partner that it has terminated or suspended its relationship with You, Payabli may suspend and/or terminate Your right to use Payabli Services and/or terminate this Agreement without notice and without liability.
(b) In the event Payabli is notified by a Third Party Service Provider, court of competent jurisdiction, governmental body or authority, Acquiring Bank or a Card Association that You are no longer entitled to receive payment data for any reason whatsoever, Payabli may suspend and/or terminate Payabli Services and/or this Agreement without notice and without liability.
10.4 Effect of Termination and Survival Upon termination of this Agreement for any reason whatsoever, all rights and interests under this Agreement shall be extinguished and shall be given no further force nor effect except that (i) all accrued payment obligations hereunder shall survive such expiration or termination; and (ii) the rights and obligations of the parties under Sections 7, 10.4, 11, 12, 13, 14 and 15 shall survive termination.
11. CONFIDENTIALITY AND NONDISCLOSURE
11.1 Use of Confidential Information
(a) Each party that receives information (the “Receiving Party”) from the other party (the “Disclosing Party”) agrees to use reasonable best efforts to protect all non-public information, trade secrets and know-how of the Disclosing Party that is either designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or Confidential Information, and in any event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature. Each party agrees that the terms and conditions of this Agreement will be Confidential Information, provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business.
(b) Each Party agrees not to divulge any Confidential Information, including but not limited to trade secrets or know how or any information derived therefrom, to any third person or entity and shall only disclose such Confidential Information to employees and representatives on a “need to know” basis who have executed a nondisclosure agreement with similar terms and obligations to this Agreement.
(c) Each Party shall not make any use whatsoever at any time of such Confidential Information except as contemplated by this Agreement.
(d) Each Party shall not copy or reverse engineer any such Confidential Information.
11.2 Exclusions The foregoing restrictions will not apply to any information that: (i) the Receiving Party can document it had in its possession prior to disclosure by the Disclosing Party, (ii) was in or entered the public domain through no fault of the Receiving Party, (iii) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality, (iv) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed), or (v) is independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party. Upon request of the other party, or in any event upon any termination or expiration of this Agreement, each party will return to the other all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information of the other party. Each party acknowledges that breach of this provision by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section 11.
12. REPRESENTATIONS AND WARRANTIES
12.1 Mutual Representations and Warranties Each party represents and warrants to the other that (i) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms; (ii) the party’s obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; (iii) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; and (iv) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of this Agreement.
12.2 Your Representations and Warranties
(a) You represent and warrant that You are engaged in a lawful business that includes the sale of products and/or services, and are duly licensed to conduct such business under the laws of all jurisdictions in which You conduct business. You further represent and warrant that all statements made by You in this Agreement, or in any other document relating hereto or incorporated herein by You or on Your behalf, are true, accurate and complete in all material respects. You hereby authorize Payabli to investigate and confirm the information submitted by You herein. For this purpose, Payabli may utilize credit bureau / reporting agencies and / or its own agents.
(b) You will comply with all applicable laws, regulations, rules, ordinances and orders of governmental authorities having jurisdiction. You will further comply with the Payment Card Industry Data Security Standard (“PCI DSS”), the Gramm-Leach-Bliley Act, Nacha, and any other regulatory body or agency having jurisdiction over the subject matter hereof.
(c) You will abide with all material terms of the then current policies, procedures, and guidelines of Payabli governing the Payabli Services.
12.3 Payabli Representations and Warranties
(a) Payabli represents and warrants that the Payabli Services provide to you hereunder will substantially conform to the specifications as set forth in the applicable Payabli Service Level Agreement (SLA) as contained in the applicable agreement which may be amended from time-to-time in Payabli’s sole discretion. In addition to the exclusions contained in the applicable SLA, , the SLA will not apply if (i) a defect has been caused by Your malfunctioning equipment or software, (ii) the Payabli Services are used in material variation with this Agreement or the applicable documentation, or (iii) any of the Payabli Services have been modified by any individual or entity other than Payabli.
(b) You acknowledge that Payabli Services are designed for use with certain third-party programs, including, without limitation, certain Internet browser software programs. You will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance, or other support regarding the same. Payabli makes no warranty, express or implied, with regard to any such third-party software.
(c) You may not rely on the representation or warranty regarding Payabli Services by any third party in contravention of the foregoing statements, including representations or warranties of any Third Party Service Provider or Affiliate Partner. In the event of a breach of the foregoing warranty, Payabli shall use commercially reasonable efforts to repair, or at its option replace, the Payabli Services. You acknowledge that Payabli does not warrant that such efforts will be successful. If Payabli’s efforts are not successful, You may terminate this Agreement in accordance with Section 10.1. THE FOREGOING SHALL CONSTITUTE YOUR SOLE REMEDY, AND PAYABLI’S SOLE LIABILITY, FOR INTERRUPTIONS, OUTAGES OR OTHER DELAYS IN PAYABLI’S SERVICES AND/OR VALUE-ADDED SERVICES. Payabli does not warrant the services of any third party, including without limitation Third Party Service Providers, Affiliate Partners, VARS or the Card Association.
12.4 Payabli Services “As Is” Disclaimer PAYABLI SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. PAYABLI DOES NOT REPRESENT OR WARRANT THAT THE PAYABLI SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR FREE. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE PAYABLI SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING, BUT NOT LIMITED TO REPRESENTATIONS BY THIRD PARTY SERVICE PROVIDERS OR AFFILIATE PARTNERS, EXCEPT AS SET FORTH IN THE SERVICE LEVEL AGREEMENT CONTAINED IN THE APPLICABLE AGREEMENT. PAYABLI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE PAYABLI SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT PAYABLI SHALL BEAR NO RISK WITH RESPECT TO YOUR SALE OF PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD, ACH FRAUD, CHECK FRAUD OR CHARGEBACKS.
12.5 Disputes The parties shall promptly investigate any disputes under this Agreement. If the disputed amount is less than five percent (5%) of the total fees invoiced by Payabli for the relevant billing statement, the total amount invoiced shall be due and payable on or before the due date. If the amount in dispute is greater than five percent (5%) of the total fees invoiced by Payabli for the relevant billing statement, the disputed amount may be withheld until the dispute is resolved. All disputes must be made in good faith and in writing within thirty (30) days of the billing statement date. Fees billed shall be deemed accepted where written objections are not lodged within thirty (30) days from the billing statement date.
13. LIMITATION OF LIABILITY
13.1 Payabli Disclaimers
(a) PAYABLI EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS, HOWEVER OCCURRING INCLUDING NEGLIGENCE, WHICH ARISES FROM OR RELATED TO ANY UNAUTHORIZED ACCESS TO YOUR FACILITIES OR TO YOUR DATA OR PROGRAMS DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND PAYABLI’S REASONABLE CONTROL.
(b) PAYABLI EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS, HOWEVER OCCURRING INCLUDING NEGLIGENCE, ARISING FROM OR RELATED TO: (I) YOUR FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE YOUR ACCOUNT(S); (II) FRAUDULENT TRANSACTIONS PROCESSED THROUGH YOUR ACCOUNT(S); (III) DISRUPTION OF PAYABLI SERVICES, SYSTEMS, SERVER OR WEB SITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY; (IV) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, A THIRD PARTY SERVICE PROVIDER OR AFFILIATE PARTNER, OR AQUIRING BANK; OR (V) UNAUTHORIZED ACCESS TO DATA, CUSTOMER DATA INCLUDING BUT NOT LIMITED TO, CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION, TRANSACTION DATA OR PERSONAL INFORMATION BELONGING TO PAYABLI, YOU OR ANY THIRD PARTY.
(c) PAYABLI EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS FOR THE LEGITIMACY OF ORDERS FORWARDED FROM YOU AND FOR ANY AND ALL CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM CONCLUSIONS DRAWN FROM THE DATA PROVIDED BY ANY SERVICES PROVIDED BY PAYABLI, OR ANY SYSTEM OR PROGRAM ASSOCIATED THEREWITH OR THE LIMITATION OF THE FUNCTIONING OF ANY PAYABLI SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH WHETHER IT IS OWNED BY PAYABLI OR OFFERED THROUGH A THIRD PARTY SERVICE PROVIDER OR OTHER ENTITY.
13.2. Payabli Limitation of Liability
(a) UNDER NO CIRCUMSTANCES WILL PAYABLI OR ANY OF ITS PARENTS, AFFILIATES OR VENDORS, OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, AFFILIATES OR VENDORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, SPECIAL OR EXEMPLARY DAMAGES HOWEVER OR WHENEVER ARISING, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, INCLUDING NEGLIGENCE, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) PAYABLI’S TOTAL LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THIS AGREEMENT OR WITH REGARD TO ANY PAYABLI PRODUCTS OR SERVICES, SHALL NOT EXCEED THE AGGREGATE COMPENSATION PAYABLI RECEIVED FOR PROVIDING THE PAYABLI SERVICES TO YOU DURING THE THIRTY (30) DAYS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR $1,500.00 USD, WHICHEVER IS LESS.
14. INDEMNIFICATION
14.1 Indemnification
(a) Payabli shall defend, indemnify, and hold You and any of Your officers, directors, agents and employees harmless from and against any and all third party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by You, arising out of or relating to any alleged infringement of a U.S. patent of any other entity or person by Payabli.
(b) Payabli’s obligations in Section 14.1.a do not apply if Payabli Services or portions or components thereof (a) are modified by persons or entities other than Payabli if the alleged infringement relates to such modification; (b) are combined with other products, processes or materials not supplied or recommended by Payabli where the alleged infringement relates to such combination, or (c) continue to be used after Payabli has made a non-infringing version available to You (collectively, “Your Faults”). If Payabli Services or any component thereof becomes, or in Payabli’s opinion is likely to become, the subject of a claim of infringement, then You shall permit Payabli, at Payabli’s sole option and expense, either to (i) procure for You the right to continue using the Payabli Services as permitted in this Agreement, or (ii) replace or modify the affected Payabli Services or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, Payabli is unable to cure the infringement, either party may terminate this Agreement upon notice to the other, as provided in Section 10. Notwithstanding the above, Payabli’s total liability shall not exceed the amount as stated in Section 13.2.b. THIS SECTION 14.1.b STATES THE ENTIRE LIABILITY OF PAYABLI TO YOU WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY PAYABLI SERVICES.
14.2 Indemnification by You You shall defend, indemnify, and hold harmless Payabli and its Affiliate Partners, Third Party Service Providers, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by Payabli, arising out of or relating to (a) any breach or alleged breach by You of any representation, warranty, or obligation of You set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by You or any of Your employees, agents or customers; (c) the reliability, accuracy, or legitimacy of payment data or purchase orders submitted by You to Payabli or any actions or omission taken by you in relation to your use of the Portal or Payabli Services or performance hereunder; (d) payment card transactions submitted by You to Payabli and rejected by Payabli or an issuing bank; (e) any alleged infringement of a patent, copyright, trademark or other intellectual property right resulting from Your Fault; (f) claims by Your customers, including, without limitation, claims relating to the disclosure of consumer data; (g) any alleged or actual violation by You of any applicable laws, regulations or rules of (i) the Credit Card Associations; (ii) the Gramm Leach Bliley Act; (iii) or any regulatory body or agency having jurisdiction over the subject matter hereof; (h) any action by Payabli exercising any right we have under this Agreement, the Rules, Laws, or Policies; or (i) any violation of Payabli’s then current policies or guidelines. In the event You cause fines and/or penalties to be charged to Payabli by the Credit Card Associations or any other entity, you agree to immediately reimburse Payabli for said fines and penalties.
14.3 Indemnification Procedure The obligations of each party (“Indemnitor”) under this Section 14 to defend, indemnify, and hold harmless the other party (“Indemnitee”) shall be subject to the following: (a) Indemnitee shall provide Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve Indemnitor of its obligations under this section to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby; (b) Indemnitor shall have control of the defense and of all negotiations for settlement of such claim or suit; and (c) Indemnitee shall cooperate with Indemnitor in the defense or settlement of any such claim or suit, provided that Indemnitee shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Indemnitor. Subject to clause (b) above, Indemnitee may participate in the defense of any such claim or suit at its own expense. Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Indemnitee in any way.
14.4 Exceptions If You are an agency or instrumentality of a state of the United States and are precluded by the law of Your state from entering into indemnification obligations, then the obligations under Sections 14.2 and 14.3 shall apply only to the extent permitted by such state law.
15. GENERAL PROVISIONS
15.1 Non-exclusivity Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.
15.2 Notices All notices to You shall be given electronically, sent to the electronic mail address provided by or for You during registration for the Payabli Services and/or posted in the Merchant Control Panel of Your Account. Any termination notice to Payabli shall be given electronically by sending an e-mail to support@payabli.com from within the Merchant Control panel of Your account. All other notices to Payabli shall be given electronically to support@payabli.com with a written copy to Payabli, 25 SE 2nd Ave Ste 550 # 288, Miami, Florida 33131 or fax to 480-520-3967 Attention: General Counsel. Such written notice will be deemed given upon personal delivery, upon confirmation of receipt if sent by fax, or three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid. All communications with Payabli will be made electronically, as outlined in the Payabli Electronic Communications Policy, available at //https:www.payabli.com.
15.3 Relationship of the Parties The parties are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise. You further recognize that if you contracted for the Payabli Services with an Affiliate Partner or Third Party Service Provider, such provider is an authorized reseller of Payabli only and is not a joint venturer, partner, or agent of Payabli.
15.4 Assignment You will not have the right or the power to assign any of Your rights or delegate the performance of any of Your obligations under this Agreement without the prior written consent of Payabli, including in the case of a merger. Payabli will have the right to assign this Agreement to its successors and/or assigns, subsidiaries, affiliates, Affiliate Partners and/or Third Party Service Providers without notice to You.
15.5 Amendment and/or Modifications No amendment, modification, or change to any provision of this Agreement, nor consent to any departure by either party therefrom, will in any event be effective unless the same will be in writing and signed by the other party, and then such consent will be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, Payabli may amend this Agreement, including any Fees or other charges or costs payable by you pursuant to this Agreement, at any time upon written or electronic notice or post notice on its Web site located at www.payabli.com to You of not less than ten (10) days prior to the effective date of such amendment; provided that the addition or change of service fees, will become effective upon at least thirty (30) days’ notice. If You do not agree to such amendments, your sole remedy is to immediately terminate this Agreement upon written notice to Payabli.
15.6 Waiver The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.
15.7 Dispute Resolution Any dispute or claim arising out of or relating to this Agreement, except claims involving intellectual property and claims for indemnification, will be resolved by binding arbitration. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association (“AAA”) rules, as modified by this Agreement, and will take place in DuPage County, Florida, unless the Parties mutually agree to hold the proceedings elsewhere. This Agreement evidences a transaction in interstate commerce, and this arbitration provision will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law. An arbitrator may not award relief in excess of or contrary to what this Agreement provides or order consolidation or arbitration on a class wide or representative basis, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither Party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. All administrative fees and expenses will be divided equally between the Parties, but each Party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration. IF FOR ANY REASON THIS ARBITRATION CLAUSE IS DEEMED INAPPLICABLE OR INVALID, THE PARTIES WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW: (I) ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY; AND (II) ANY RIGHT TO TRIAL BY JURY. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property and claims for indemnification, may be brought by either Party more than one (1) year after the cause of action arose.
15.8 Severability; Headings If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.
15.9 Force Majeure Neither party will be liable for any losses arising out of the delay or interruption of its performance of obligations under this Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services or other catastrophes or any other occurrences which are beyond such parties’ reasonable control (each a “Force Majeure Event”), provided that the party delayed will provide the other party notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event and in no event will any failure to pay any monetary sum due under this Agreement be excused for any Force Majeure Event.
15.10 Governing Law; Jurisdiction This Agreement and performance under it will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida, without reference or giving effect to its conflicts of law principles. You hereby irrevocably consent to the personal jurisdiction of and venue in the state and federal courts located in DuPage County, Florida with respect to any action, claim or proceeding arising out of or related to this Agreement and agree not to commence or prosecute any such action, claim or proceeding other than in such courts, except as otherwise provided in Section 15.7 above.
15.11 Security Interest; Bankruptcy. This Agreement will constitute a security agreement under the Uniform Commercial Code wherein you grant to Payabli a security interest in and lien upon: (a) all funds representing amounts owing to you under this Agreement at any time, regardless of the source of such funds; (b) all funds at any time in reserve, regardless of the source of such funds; (c) present and future Card transactions; (d) any amount which may be due to you under this Agreement, including, without limitation all rights to receive any payments or credits under this Agreement; and (e) upon our request, any other security to secure your obligations under this Agreement (collectively, the “Secured Assets“). You agree to execute financing statements or other documents to evidence this security interest. These security interests and liens will secure all of your obligations under this Agreement and any other agreements now existing or later entered into between you and Payabli and Payabli will have all rights afforded under the Uniform Commercial Code, any other applicable law, and in equity. Payabli may exercise this security interest without notice or demand by making an immediate withdrawal or freezing of your Secured Assets. You represent and warrant that no other person or entity has a security interest in the Secured Assets, and you agree to obtain from Payabli written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment and as such, Payabli is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, you agree not to contest or object to any motion for relief from the automatic stay filed by Payabli. Payabli, Sponsor Bank, and Processor or you may terminate contract at any time if Processor, Payabli or you become insolvent.
15.12. Entire Agreement This Agreement together with Appendix A and all of Payabli’s policies, terms and conditions, and agreements referenced and incorporated herein sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. You acknowledge that this Agreement reflects an informed, voluntary allocation between Payabli and You of all risks (both known and unknown) associated with Payabli Services.
15.13 Survival The provisions of this Agreement relating to any fees or other amounts owed, payment of finance charge on unpaid Fees, confidentiality, warranties, limitation of liability, indemnification, governing law, severability, headings and this paragraph shall survive termination or expiration of this Agreement.
Appendix A– Prohibited Activities.
You agree that You will not at any time conduct Your business in any manner that directly or indirectly offers, sells, leases, licenses or displays, delivers, advertises, recommends, or promotes any product(s), service(s), data, information, image(s), text and/or any content which:
(i) is unlawful or violates any applicable local, state, federal, national or international law, statute, ordinance, or regulation including, without limitation, Card Association rules, consumer protection laws, unfair competition, antidiscrimination or false advertising;
(ii) is associated with any illegal form of adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader with images of children less than 18 years old and/or escort services;
(iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, the unauthorized copying and posting of trademarks, pictures, logos, software, articles, musical works and videos;
(iv) is threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or otherwise violate Payabli’s rules or policies;
(v) victimizes harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
(vi) impersonates any person or entity;
(vii) contains harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate the Services or any system, program, data or personal information or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any third party;
(viii) violates any U.S. export or import laws, including, without limitation, the Export Administration Act and the Export Administration Regulations maintained by the Department of Commerce;
(ix) offers or disseminates fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;
(x) is associated with any form of illegal gambling or illegal lottery type services;
(xi) is associated with illegal telecommunications or illegal cable television equipment or illegal satellite equipment;
(xii) is associated with electronic wallets (i.e., “e-wallets”) or any similar payment type; or
(xiii) is associated with the sale of (a) the online sale of any controlled drug that requires a prescription from a licensed practitioner unless you are authorized by the National Association of Boards of Pharmacy to offer such products as a Verified Internet Pharmacy Practice Site and only if such a prescription has been issued by the practitioner after a bona fide examination of the patient; or (b) any over-the-counter drug, unless the sale of such product, without a prescription, has been approved by the Food & Drug Administration; or (c) nonprescription drugs that make false or misleading treatment claims or treatment claims that require FDA approval; or (d) any drug or controlled substance that Payabli believes to be or may become harmful, unlawful, or prohibited. Payabli requires sellers of prescription drugs to abide by all laws applicable to both the buyer and seller and may require you to provide evidence of compliance with these requirements. In addition, due to the complexities of current laws regulating the importation of controlled drugs into the United States, you may not use the Services to sell prescription drugs that are imported into the United States from an international location. The foregoing list is a non-exhaustive list of prohibited goods and services.
Last updated: June 13, 2026
These Sub-Merchant Terms and Conditions (the “Agreement) are between “you” and Centavo, Inc. d/b/a Payabli (“Payabli,” “we,” “our,” “us”) and it governs your use of our payment processing services (“Service(s)”). We do, however, utilize a third-party vendor selected by us from time to time (“Processor”) in certain circumstances to assist us in providing portions of the Services to you.
13. RECURRING TRANSACTIONS. You must obtain the Cardholder’s prior written consent for recurring transactions, including a description of the product and the frequency and duration of the recurring charge, and notify the Cardholder that the Cardholder may cancel recurring charges at any time. You must retain evidence of such written consent for 24 months from the date you submit the last recurring charge. You will honor any Cardholder cancellation or recurring charges, and if this Agreement is terminated for any reason, you will, at your own cost, advise all Cardholders to whom you submit recurring charges that you can no longer accept the Card for amounts owed.
14. ACH TRANSACTIONS. To enable you to make and accept ACH payments (if applicable), you authorize us to originate credit or debit records for the purpose of a funds transfer (“Entries”) into the ACH network. We will use reasonable efforts to originate Entries on your behalf in accordance with this Agreement. You must only submit Entries for bona fide transactions with your customers made in the ordinary course of business in accordance with this Agreement, the Rules, and Laws. You shall obtain and maintain appropriate authorizations in accordance with the Rules from each of your customers for each ACH transaction. All disputes between you and any of your customers relating to any ACH transaction must be resolved between you and such customer. If Payabli or our Processor receives any notice of an ACH dispute or Nacha inquiry, we or our Processor will post notification of those disputes and/or returns in the Payabli Merchant Portal. Payabli bears no financial responsibility for any disputed transaction. You must maintain an unauthorized return rate, as described in the Rules, below 0.5% of originating debits.
If you use the Remote Deposit Capture functionality, you must adhere to Nacha Operating Rules for the electronic debit and Federal Check Law (Check 21/Reg CC) for the physical document handling. Only consumer (personal) checks with Magnetic Ink Character Recognition (MICR) lines are eligible for ACH conversion. Business checks, government checks, and money orders must be processed as Image Cash Letters (ICL) to avoid Nacha violations. Storage of paper checks must be in a locked, secure environment for a period of 14 to 60 days. Checks must be professionally destroyed (shredded) immediately following the retention period to prevent duplicate presentment. Destruction must be certified. Remote Deposit Capture transactions must not exceed the $25,000 limit. You must provide clear and conspicuous notice through signage at the point of transaction informing customers that their paper check will be converted into an electronic ACH debit (Back Office Conversion). You hereby agree to indemnify Payabli if you fail to provide the required signage.
15. DISPUTES. Payabli will not, and has no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which funds are transferred. We assume no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until we receive appropriate and timely notice by you of the unauthorized transfer requests. Notification of disputes will be posted in the Payabli Merchant Portal. You must promptly and consistently inspect your transaction history and immediately report any errors.
16. INQUIRIES AND CHARGEBACKS. We and our Processor will handle Card Brand inquiries about your Card transactions in addition to disputes between you and a customer involving Card payment transactions. Based on customer disputes we may reverse Card transactions (“chargebacks”), and we will offset the value of such chargebacks from monies owed to you. You must not reenter or reprocess any Card transaction that has been charged back but instead allow the chargeback process to proceed to its conclusion as described in the Rules. If you disagree with a chargeback, you may request a chargeback reversal within the applicable Card Brand’s timeline. If at any time this Agreement is in effect, if you have a monthly ratio of chargebacks to transactions that we, in our sole and absolute discretion, deem excessive, then we may deem it to be a breach of this Agreement that may result in termination or suspension of the Services or creation or maintenance of a reserve as set forth below. We may revoke or reverse any credit given to you where: (a) the Card transaction was not made in compliance with this Agreement and the Rules, Laws, and Policies; (b) the Cardholder disputes liability to us for any reason, including but not limited to those chargeback rights enumerated in the Rules; (c) the Card transaction was not directly between you and the Cardholder; or (d) a deposit to you was made erroneously.
17. REFUND CREDITS. You will not submit a credit relating to any Card transaction that was not originally submitted to us, nor will you submit a credit that exceeds the amount of the original Card transaction.
18. DATA SECURITY. You must secure all systems and media containing account, Cardholder, or transaction information (physical or electronic) (“Data”). Any Data on such systems and media that are no longer in service must be rendered unreadable. If you store Data in a database, you must follow Card Brand guidelines on securing such Data. You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. You shall maintain industry “best practices” regarding continuity procedures and systems to ensure security of Data in the event of a disruption, disaster, or failure of your respective data storage system and/or facility. You agree to display your consumer privacy policy on your website as well as your security method for transmission of Data.
19. FEES. Fees for the Services are set out in a fee schedule provided to you by us. In certain instances, Payabli may charge additional fees as follows:
| Printed Monthly Statement Fee (per month – if requested) | Up to $10 |
| Intensive Investigation Fee (for reasonable time spent in excess of three hours to respond to requests related to you from Sponsor Bank, the Card Brands, government and other regulatory bodies including, but not limited to, investigation of high value chargebacks, subpoenas, levies or temporary restraining orders) | $180 per hour |
| ACH Stop Payment/Customer Cancellation Fee (per item) | $20.00 |
20. DEPOSIT OF FUNDS TO MERCHANT POOL ACCOUNT. Sponsor Bank will deposit to the non-interest- bearing pooled account titled in the name of Sponsor Bank for the benefit of all Processor’s merchants (“Merchant Pool Account”) all amounts of Card and ACH transactions complying with the terms of this Agreement and the Rules. We will direct our Processor to move funds owed to you from the Merchant Pool Account to an account you designate with us (“Designated Account”).
28. TERMINATION. We, Sponsor Bank, or Processor may terminate this Agreement at our sole and absolute discretion, effective immediately, upon written, electronic, or oral notice to you. If this Agreement is terminated for cause, that information may be reported to MATCH and/or other Card Brand terminated merchant data bases.
29. AMERICAN EXPRESS TERMS
Important Note: The following sections apply only if you accept American Express Cards. If there is a conflict between any of the following sections and any other section of this Agreement as it applies to American Express Cards, the following sections will govern. For clarity, Sponsor Bank does not sponsor American Express transactions.
A. AMERICAN EXPRESS COMPLIANCE. You authorize Payabli and/or its Processor and affiliates to submit American Express transactions to, and receive settlement on such transactions from, American Express on your behalf. You agree to comply with all applicable Laws, Rules and other regulations, including the American Express Merchant Operating Guide requirements, which are incorporated into this agreement by reference as if they were fully set forth in the agreement. The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide. You shall abide by and fully comply with DSR and PCI DSS. A copy of the American Express Data Security Requirements (“DSR”) can be obtained online at www.americanexpress.com/dsr. You acknowledge and agree to: (i) ensure data quality and that transaction Data and customer information are processed promptly, accurately, and completely, and in compliance with the American Express Technical Specifications; (ii) report all instances of a Data Incident immediately to Payabli after discovery of an incident; and (iii) be aware of and adhere to privacy and data protection Laws; and (iv) provide specific and adequate disclosures to Card-members regarding collection, use, and processing of personal data. You certify that all indebtedness arising from transactions will be for bona fide sales of goods and services (or both) at your business locations and free of liens, claims, and encumbrances other than ordinary sales taxes.
B. HIGH CHARGE VOLUME SPONSORED MERCHANTS. In the event that your Estimated Annual Charge Volume becomes $1,000,000 USD or greater, you will become a direct Card-accepting merchant under the standard American Express acceptance program and cease to be a sponsored merchant under Payabli. As a direct Card-accepting merchant, you will be bound by the then-current American Express Card acceptance agreement and American Express will set pricing and other fees payable by you for card acceptance.
C. PROCESSING RESTRICTIONS. You are prohibited from processing transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party. Provided, however, that you may sell and assign future American Express-related transaction receivables to Payabli, its affiliated entities and/or any other cash advance funding source that partners with Payabli or its affiliated entities, without consent of American Express. Notwithstanding the foregoing, Payabli prohibits you from selling or assigning future American Express-related transaction receivables to any third party other than its Processor.
D. THIRD PARTY BENEFICIARY RIGHTS. You understand and covenant that you are not a third-party beneficiary under Payabli’s or its Processor’s agreement with American Express, including all schedules and exhibits, or the American Express Rules. You acknowledge and agree that American Express is a third-party beneficiary under this Agreement between you and Payabli. This means American Express has the rights, but not the obligation, to enforce the terms of this Agreement against you.
E. AMERICAN EXPRESS LIABILITY. You acknowledge and agree that in no event shall American Express, its affiliates, agents, successors, or assigns be liable to you for any damages, losses, or costs incurred, including incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based on contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory), arising out of or in connection with this Agreement.
F. MERCHANT WEBSITE DISPLAY REQUIREMENTS. You will adhere to the following website information display guidelines in the event you have a website and/or operate an e-commerce business (“Merchant Website”). The Merchant Website must display the following: (a) an accurate description of the goods/services offered, including the currency type for the transaction. Note: transaction currency must be in U.S. Dollars; (b) your physical address in the U.S.; (c) an email address or telephone number for customer service disputes; (d) return/refund policy; (e) a description of your delivery policy (e.g., no overnight delivery); (f) a description of your security practices (e.g., information highlighting security practices you use to secure transactions on your systems, including transactions conducted on the Internet); (g) a statement of known export restrictions, tariffs, and any other regulations, (h) a privacy statement regarding the type of personal information collected and how the information is used. Additionally, you must provide to customers the option to decline being included in marketing campaigns or having their personal information included on lists sold to third parties.
G. COMMUNICATION. (a). You agree that Payabli may disclose to American Express information from this Agreement and otherwise regarding you and your transactions, and that American Express may use such information: (i) to perform its responsibilities in connection with American Express Card Acceptance; (ii) to promote the American Express Network; (iii) to perform analytics and create reports; (iv) for any other lawful business purposes including commercial marketing communications purposes within the parameter of the Program Agreement, (v) for important transactional or relationship communication from American Express, and (vi) to screen and/or monitor you in connection with American Express marketing and administrative purposes; (b) you agree you may receive messages from American Express, including important information about American Express products, services, and resources available to its business. These messages may be sent to your mailing address, phone numbers, email addresses or fax numbers. You may be contacted at your wireless telephone number and the communications sent may include autodialed short message service (SMS or “text”) messages or automated or prerecorded calls. You may opt-out of receiving future commercial marketing communications from American Express by contacting Payabli; however, you may continue to receive marketing communications while American Express updates its records to reflect this choice. Opting out of commercial marketing communications will not preclude you from receiving important transactional or relationship messages from American Express.
H. TERMINATION. (a) Payabli has the right to terminate your participation in American Express Card Acceptance immediately upon written notice to you: (i) if you breach any of the provisions of this Agreement applicable to American Express Card Acceptance, including, but not limited to, the American Express Merchant Operating Guide; or (ii) if Payabli has cause to believe you are engaged in illegal or fraudulent activity; or (iii) upon American Express’s request; (b) you may opt out of accepting American Express at any time by written request to Payabli without directly or indirectly affecting your rights to accept other Cards; (c) in the event your participation in American Express Card Acceptance is ended for any reason, you must immediately cease all use of and remove all American Express branding and marks from your business location(s), website(s) and anywhere else they are displayed.
I. REFUND POLICY. Your refund policies for American Express-related transactions must be at least as favorable as your refund policy for purchase with any other Card, and the refund policy must be disclosed to cardholders at the time of purchase and in compliance with applicable Law. You may not bill or attempt to collect from any cardholder for any American Express-related transaction unless: (a) a chargeback has been exercised, (b) you have fully paid for such chargeback, and (c) you otherwise have the right to do so.
Last updated: June 13, 2026
These Direct Acquirer (Tri-Party) Terms and Conditions (“Direct Acquirer Terms”) supplement the Payabli Master Agreement (the “Master Agreement”) and apply to the Payabli Services for Visa and Mastercard products for which the sponsor bank, as disclosed in your Merchant Application, (“Sponsor Bank”) acts as the Payment Method Acquirer (“Payment Processing Services”). To the extent that there are any conflicting terms or conditions between the Direct Acquirer Terms and the Master Agreement, these Direct Acquirer Terms shall govern the provision of the Payment Processing Services among Sponsor Bank, Payabli, and User.
Visa and Mastercard may be referred to individually herein each as a “Card Network” and collectively as the “Card Networks.” The rules issued by a Card Network are referred to herein as the “Card Network Rules.”
Capitalized terms not defined in these Direct Acquirer Terms have the meanings set forth in the Master Agreement.
These Direct Acquirer Terms constitute a legal agreement among User, Payabli, and Sponsor Bank. The legal agreement is formed by: (i) the offer of these Direct Acquirer Terms by Sponsor Bank and Payabli; (ii)User’s acceptance; and (iii) the subsequent provision of Payment Processing Services.
SECTION 1- EFFECTIVE DATE
Certain Card Networks may require that User enter into a direct contractual relationship with the Sponsor Bank if certain criteria are met. These criteria are met if User reaches a threshold (currently $1 million for Visa and $10 million for Mastercard) in payment transactions established by the Visa or Mastercard network in a twelve-month period. If this happens, User will immediately and automatically become bound by these Direct Acquirer Terms. It is important to note that the threshold for effectiveness of these Direct Acquirer Terms is set by each Card Network, and each Card Network may change its threshold for effectiveness of these Direct Acquirer Terms at any time without notice to User. If User does not process more than the threshold in payment transactions on a Card Network (or such other threshold as may be established by that Card Network), these Direct Acquirer Terms are not effective, and User does not have a direct legal agreement with the Processor or the Sponsor Bank with respect to User’s Card transactions, which will be governed by the Sub-Merchant Terms and Conditions. Additionally, if User has $1,000,000 or greater in American Express charge volume in a rolling twelve-month period, User may, in American Express’ sole discretion, be converted to a direct card acceptance relationship with American Express and, upon conversion, User will be bound by the then-current American Express Card Acceptance and Brand Requirements and American Express will set the discount and other fees payable by User for American Express card acceptance.
SECTION 2- ENFORCEMENT
2.1. User acknowledges and agrees that: (i) Payabli or Sponsor Bank may enforce any provision of the Master Agreement; (ii) User is directly responsible to Sponsor Bank for any liability arising from User’s breach of the Master Agreement, including, but not limited to these Direct Acquirer Terms; (iii) Payabli or Sponsor Bank may terminate these Direct Acquirer Terms at any time, which may limit or terminate User’s ability to use the Payment Processing Services; and (iv) a Card Network may require a Sponsor Bank or Payabli to terminate these Direct Acquirer Terms, with respect to Payment Processing Services for its products, at any time and for any reason.
2.2 User must accept all terms of these Direct Acquirer Terms to receive Payment Processing Services. In the event User does not accept these Direct Acquirer Terms, User shall not receive the Payment Processing Services and these Direct Acquirer Terms shall be considered terminated and null and void.
SECTION 3- SPONSOR BANK DISCLOSURES; CARD NETWORK COMPLIANCE
3.1 Sponsor Bank Disclosures: IMPORTANT, please read carefully.
Sponsor Bank discloses that: (i) it is the only entity approved to extend acceptance of Visa and Mastercard products directly to User under the Merchant Application and these Direct Acquirer Terms; (ii) it must be a principal party to these Direct Acquirer Terms; (iii) it is responsible for educating User regarding applicable Card Network Rules (which information may be provided to User by Payabli); (iv) subject to Section 5, it is responsible for providing Settlement Funds (as defined below) that it receives to Payabli (or Payabli’s designated financial services provider) for Payabli’s distribution to User; and (v) Payabli is responsible for all reserve funds derived from User’s Settlement Funds. Payabli shall continue to provide the Payment Processing Services under these Direct Acquirer Terms and the Master Agreement and is registered with the Card Networks through Sponsor Bank as a Payment Facilitator and an Independent Sales Organization (ISO). User may contact Sponsor Bank by writing to the address set forth in the sponsor bank disclosure supplied in the Merchant Application.
3.2. User’s Responsibilities: During the term of these Direct Acquirer Terms, User shall: (i) comply with the PCI Standards when using and maintaining Payment Method Account Details; (ii) maintain fraud and Dispute rates within thresholds permitted by Card Network Rules; (iii) review, understand, and comply with these Direct Acquirer Terms; (iv) comply with the Card Network Rules and Laws; and (v) comply with the Master Agreement.
SECTION 4- PURPOSE
4.1. Under applicable Card Network Rules, when User processes more than $1,000,000 in Visa or Mastercard Transactions in a twelve-month period through a Payment Method Acquirer, or as may otherwise be required by a Card Network, User must enter into a direct contractual relationship with the Payment Method Acquirer.
4.2. These Direct Acquirer Terms establish that required direct relationship between User and Sponsor Bank, which is a member of the Card Networks and a Visa/Mastercard Payment Method Acquirer. Sponsor Bank authorizes User to accept Visa and Mastercard credit and debit cards (“Payment Cards”) pursuant to the Master Agreement. However, acceptance of Payment Cards does not establish a depository or other account relationship between User and Sponsor Bank.
4.3. As between Payabli and Sponsor Bank, Payabli shall continue to provide, as Sponsor Bank’s agent expressly for the purposes of providing the Payment Processing Services under these Direct Acquirer Terms and the Master Agreement, the following services, including, but not limited to: (i) underwriting User and evaluating eligibility and compliance in accordance with Network Rules and Payabli’s agreements with Sponsor Bank; (ii) authorizing and capturing Transactions; (iii) settling funds to User’s User Bank Account(s) as provided in Section 5, and (iv) record keeping, reporting, and other program management services related to providing the Payment Processing Services.
4.4. Payabli will provide customer support to User regarding the Payment Processing Services. User must provide support to its Customers for all issues relating to User’s products and services. If a customer support issue that should have been managed by Payabli remains unresolved through Payabli after a commercially reasonable period of time, User may contact Sponsor Bank directly.
SECTION 5- AUTHORIZATION; SETTLEMENT AND DISBURSEMENT
When Sponsor Bank receives funds from the Card Networks for settlement of User’s Card Payments (“Settlement Funds”), Sponsor Bank will transfer the Settlement Funds to Payabli and Payabli will accept the Settlement Funds on User’s behalf.
User designates Payabli as its agent to receive Settlement Funds. User authorizes Payabli to instruct Sponsor Bank regarding transfers, holds, receipts, and disbursements. User acknowledges that Settlement Funds will be held in pooled merchant accounts pending disbursement. User has no right to access the Settlement Funds until credited to User’s designated bank account. Further, User has no right to direct Sponsor Bank to distribute the Settlement Funds. User may not assign any interest in the Settlement Funds and is not entitled to any interest or other compensation on Settlement Funds. Sponsor Bank’s transfer of Settlement Funds to Payabli satisfies Sponsor Bank’s settlement obligation. If a transaction is disputed, unauthorized, or otherwise unacceptable, the amount may be debited from Settlement Funds. All authorizations remain effective until User’s Payabli Account is terminated.
SECTION 6- COMPLIANCE WITH CARD NETWORK RULES
User must comply with all applicable Card Network Rules when accepting Payment Cards, including accepting guidelines, monitoring programs, and reporting requirements. Certain activity may result in Disputes, fees, fines, audits, settlement delays, withholdings, or termination. Specifically, User agrees to:
(i) maintain required evidence of any indebtedness depending on the method of payment and submit only Transactions authorized by the cardholder;
(ii) accept payment only for bona fide sales or donations within User’s disclosed business and not for prohibited or restricted businesses without the prior written approval of Payabli;
(iii) submit Transactions for the full amount owed except where partial shipment or delayed delivery, or some other special order deposits are permitted;
(iv) not establish minimum or maximum amounts (except as permitted by the Card Network Rules), and not discourage use of any Payment Card brand;
(v) not impose surcharges or taxes except as permitted by Card Network Rules or Law;
(vi) not submit Transactions for dishonored checks;
(vii) use the Card Network logos or marks only as permitted by the Card Network Rules;
(viii) not disburse cash except as permitted by the Card Network Rules;
(ix) comply with applicable Card Network Rules, PCI Standards and data security obligations, and to cause any third party who provides User with services related to payment processing to comply and be bound by all such rules and regulations;
(x) clearly disclose that Customers are transacting with User prior to, during, and after the Transaction, including providing clear statement descriptors;
(xi) use all reasonable efforts to resolve disputes and not recharge disputed Transactions unless expressly authorized by the Customer; and
(xii) provide clear refund and exchange policy language consistent with applicable Card Network Rules.
SECTION 7- SHARING OF DATA
7.1 User authorizes Payabli and Sponsor Bank to share Protected Data to: (i) provide the Payment Processing Services, (ii) comply with legal and regulatory obligations; and (iii) conduct auditing, underwriting, and risk review. This includes previously provided information under User’s agreements with Payabli and information regarding termination and performance history. Further, it is expressly understood that Sponsor Bank may provide information to law enforcement, the Card Networks, or regulators or other governmental agencies as required.
7.2 To comply with federal anti-money laundering laws, User authorizes Payabli to provide Sponsor Bank with any information required to verify User’s identity, including but not limited to User’s name, address, and taxpayer identification number. If User is a legal entity, User authorizes disclosure of (i) beneficial owners (owners who own 25% or more of the company); and (ii) at least one individual with significant control.
SECTION 8- TERM AND TERMINATION
These Direct Acquirer Terms become effective as provided in Section 1 and shall continue in effect so long as User uses the Payment Processing Services. These Direct Acquirer Terms will automatically terminate upon termination of the Master Agreement, except provisions intended to survive. In addition, the Payment Processing Services and/or these Direct Acquirer Terms may be terminated by Sponsor Bank, Payabli, or either Card Network as provided in the introductory paragraphs.
SECTION 9- REPRESENTATIONS AND WARRANTIES
Without limiting the representation and warranties set forth in the Master Agreement, User represents and warrants to Sponsor Bank and Payabli, on each day it uses the Payment Processing Services, that:
(i) it has legal authority to enter into these Direct Acquirer Terms;
(ii) it will not, indirectly or indirectly, use the Payment Processing Services for any fraudulent or illegal purposes; and
(iii) it will only use the Payment Processing Services in accordance a with the Payabli Agreement (including these Direct Acquirer Terms), the Documentation, and Card Network Rules.
SECTION 10- INDEMNIFICATION
Notwithstanding anything to the contrary herein or otherwise in the Master Agreement, User agrees to defend, indemnify, and hold harmless Sponsor Bank, and its affiliates, employees, directors, agents, subcontractors, and representatives (collectively the “Sponsor Bank Entities”) from and against any claim, loss, liability, damage suit, demand (including indirect or consequential damage), action or proceeding arising out of or relating to: (i) User’s breach of the Master Agreement or these Direct Acquirer Terms; (ii) User’s use of the Payment Processing Services; (iii) fees or fines owed to Payabli, Customer, Card Networks, or any other third party; (iv) User’s, and its employees, contractors, and agents, negligence or willful misconduct; and (v) third-party indemnity obligations incurred by Sponsor Bank as a direct or indirect result of User’s acts or omissions (including indemnification of any Card Network, card issuer, or intermediary bank as may be applicable).
SECTION 11- DISCLAIMER OF WARRANTIES.
THE PAYMENT PROCESSING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL WARRANTY DISCLAIMERS IN THE MASTER AGREEMENT APPLY EQUALLY TO SPONSOR BANK. SPONSOR BANK IS NOT RESPONSIBLE FOR USER’S, OR PAYABLI’S, FAILURE TO PERFORM OBLIGATIONS UNDER THE MASTER AGREEMENT AND DOES NOT GUARANTEE, WARRANT, ENDORSE, OR OTHERWISE ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY USER, PAYABLI, OR ANY OTHER THIRD PARTY.
SECTION 12- LIMITATION OF LIABILITY.
Sponsor Bank shall not be liable for: (i) any lost profits, revenue, business opportunity, or data; (ii) indirect, reliance, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Master Agreement, these Direct Acquirer Terms, or the Payment Processing Services. Further, under no circumstances will Sponsor Bank be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access, or use of the Payment Processing Services, User’s Payabli Account, or Protected Data, or User’s failure to use or implement security, controls, or processes that are commercially standard for User’s business. Sponsor Bank assumes no liability nor responsibility for any personal injury or property damage, of any nature whatsoever, resulting from User’s access to or use of the Payment Processing Services; (b) any misuse of the Payment Processing Services or Protected Data; (c) any interruption or cessation of transmission to or from the Payment Processing Services; (d) any software bugs, viruses, or other harmful code that may be transmitted to, through, or in connection with the Payment Processing Services; (e) any errors, inaccuracies, or omissions in the Payment Processing 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. Sponsor Bank’s cumulative liability to User is limited to direct damages and in all events will not exceed in the aggregate the amount of fees or compensation actually received by Sponsor Bank from Payabli for the Transactions processed for User through the Payment Processing Services during the three (3) month period immediately preceding the event that gives rise to the claim for liability. This limitation of liability shall not apply to claims by User against Sponsor Bank for direct damages for failure to transfer Settlement Funds to Payabli in accordance with Section 5 of these Direct Acquirer Terms, in which case Sponsor Bank liability for such claim shall be limited to the amount of any Settlement Funds that Sponsor Bank failed to transfer to Payabli in accordance with Section 5 hereunder. User agrees to immediately provide written notice to Sponsor Bank of any failure of Payabli to transfer Settlement Funds or any claims related to the clearing and settlement of any amounts owed hereunder. Without limiting anything to the contrary herein, User agrees to provide Sponsor Bank with written notice of any alleged breach by Sponsor Bank or Payabli of these Direct Acquirer Terms, which notice will specifically detail such alleged breach, within ten (10) days of the date on which User discovered, or reasonably should have discovered, the alleged breach. Failure to provide notice as set forth herein shall be deemed an acceptance by User and a waiver of any and all rights to dispute such breach.
The foregoing will apply to the fullest extent permitted by applicable law and will apply regardless of the legal theory on which the claim is based, including without limitation contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if Payabli or Sponsor Bank has been advised of the possibility of such damage.
SECTION 13- PROHIBITED ACTIVITIES.
Payment Processing Services may not be used:
(i) from or on behalf of persons in U.S. embargoed countries; (ii) by blocked or denied persons as determined by the United States government; (iii) for illegal Transactions, including but not limited to, those prohibited by the Unlawful Internet Gambling Enforcement Act (31 U.S.C. Section 5361 et seq.), or those involving any individual listed on the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”), Specially Designated Nationals and Blocked Persons List (available at https://ofac.treasury.gov/) or the U.S. Department of State Terrorist Exclusion List (available at www.state.gov) or in jurisdictions restricted by OFAC regulations. Unless otherwise explicitly stated, the Payment Processing Services are limited to use by Users in the United States, Puerto Rico, and the U.S. Virgin Islands.
Sponsor Bank retains the right to decline to process any Transaction submitted by User in its sole discretion.
SECTION 14- DISPUTE RESOLUTION
All disputes hereunder are governed by the applicable dispute resolution provisions of the Master Agreement. In particular, the dispute resolution, class action waiver, and arbitration provisions of the Agreement apply to disputes under these Direct Acquirer Terms by, with, or against Sponsor Bank in the same manner they apply to disputes by, with, or against Payabli, except that: (a) in the event of arbitration, only a federal court (and not an arbitrator) may determine whether a particular claim is arbitrable; and (b) service to Sponsor Bank must be made to its registered agent or to the address set forth in the sponsor bank disclosure supplied in the Merchant Application.
SECTION 15- WAIVER; AMENDMENTS
Failure by Sponsor Bank to enforce any provision does not constitute a waiver by Sponsor Bank for any different or subsequent breach. These Direct Acquirer Terms may be amended by Sponsor Bank or Payabli from time to time in the same manner as set forth in the Master Agreement.
SECTION 16- MISCELLANEOUS
These Direct Acquirer Terms are entered into, governed by, and construed pursuant to the laws of the State of Florida without regard to conflicts of law provisions. These Direct Acquirer Terms may not be assigned by User without the prior written consent of Sponsor Bank and Payabli. These Direct Acquirer Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and permitted assignees. If any provision of these Direct Acquirer Terms is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and these Direct Acquirer Terms will be construed as if such provision is not contained in these Direct Acquirer Terms. Any provision of these Direct Acquirer Terms that by its nature should survive termination, cancellation, or expiration of these Direct Acquirer Terms or the Master Agreement, shall so survive. In the event of a conflict between these Direct Acquirer Terms and the Master Agreement, as to any claim relating to the subject matter of these Direct Acquirer Terms, these Direct Acquirer Terms shall control.
Dated: January 16, 2024. Any subsequent changes to this Error Resolution Policy will be dated and can be found and read in the corresponding Error Resolution Policy on the Payabli website.
1. Liability for Unauthorized Transactions. You can inspect your transaction history at any time by logging in to your Payabli Account on the Payabli website and clicking on any one of the available reporting functions. It is very important that you contact us at once if you believe your user ID or password has been compromised, or if someone has transferred or may transfer money using your account without your permission. Under applicable regulations, the extent of your liability for an unauthorized transaction may be determined by your promptness in notifying us if someone has gained access to your password, or if a payment or withdrawal shown in your history is incorrect or unauthorized. Notifying us quickly may limit your liability:
a. Payabli will reimburse you for loss from an unauthorized ACH transaction that is originated through Payabli that occurs within 60 days after the transaction you claim is unauthorized is posted to your account history reports, or within 60 days after you otherwise become aware of unauthorized access to your account. Payabli shall not be liable to you for: (a) any indirect, special or consequential damages (under contract or tort theories of law), including damages for lost revenue, lost profit or other economic damage, as a result of the breach of this Agreement, even Payabli has been advised or has foreseen the possibility of such damages or (b) any losses caused by your acts or omissions.
b. If you do not notify Payabli within 60 days after receiving notice, you may not recover any funds that you lost after the 60 days, if Payabli can prove that the loss could have been stopped or avoided if you had notified Payabli within that time. Payabli may extend the 60-day time period for notification in its sole discretion.
2. Notifying Payabli of Errors and Unauthorized Transactions. Promptly and consistently examine the transaction history related to your Payabli Account using the process described above. Immediately notify Payabli via e-mail of any possible errors that may appear on your transaction history. To notify us if you believe there has been an error or unauthorized transaction related to your Payabli Account, send an email notice as soon as possible to support@Payabli.com. The email notice must include: (1) your name and account number; (2) the dollar amount of the asserted error; (3) a description of the asserted error; and, (4) an explanation of why you believe an error exists and, if known, the cause of the error. The email notice must not include any full Social Security Number, credit card number, debit card number or prepaid card number. The email notice must be received by Payabli within 60 days after the transaction, which is the source of the possible error or unauthorized transaction, becomes available for viewing in the transaction history of your Payabli Account. You may not make a claim against Payabli for any loss or expense relating to any asserted error or unauthorized transaction for 60 days immediately following Payabli’s receipt of your email notice referenced above. During that 60 day period, Payabli will be entitled to investigate the asserted error or unauthorized transaction. If you do not notify Payabli of the unauthorized transaction or error within the given timeframe you may lose liability protection, as described in paragraph 1 above.
Payabli will advise you of the results of our investigation within 20 business days after we hear from you (30 business days for transactions at a point of sale terminal or outside the United States) and if we have made an error, we will correct it promptly. However, Payabli reserves the right, in its sole discretion, to take up to 45 days to investigate your complaint or question (90 days for transactions at a point of sale terminal or outside the United States). Should Payabli elect to extend the time it takes to investigate your complaint or question, we will provisionally re-credit your Account within 10 days for the amount you think is in error, so that you will have use of the money during the time it takes us to complete our investigation.
If we determine that there was no error, we will send you an explanation via email of the determination and we may debit any provisional credit, any fees, and/or interest provisionally credited in relation to the alleged error. You may ask for copies of the documents that we used in our investigation, subject to an applicable copy fee.
3. Our Liability for Errors. In the event Payabli does not complete a transaction on time or in the correct amount, according to our agreement with you, we will be liable for your losses or damages proximately caused by this failure. However, there are some exceptions. For instance, we will not be liable if:
• Through no fault of ours, you do not have enough available funds to make the transaction. • Any terminal or system was not working properly and you knew about the breakdown when you started the transaction. • Circumstances beyond our control (such as fire or flood) prevent the transaction, despite reasonable precautions that we have taken.
In the event that we discover a processing error, whether the favor is in your or Payabli’s favor, Payabli will rectify the error. If the error results in your receiving less money than to which you were entitled, Payabli will credit your Payabli Account for the amount of money you should have received. If the error results in you receiving more money than to which you were entitled, then Payabli reserves the right to correct the transactions that were incorrectly executed, including but not limited to debiting your Payabli Account, regardless of the nature and cause of the error.
4. Confidentiality. We will disclose information to third parties about your Payabli Account or the transactions you complete with the Card associated to your Payabli Account only in accordance with our Privacy Policy, including:
• In order to process and complete your transactions, including verifying the authenticity of the transaction; • In order to comply with government agency or court orders, including proper requests from law enforcement agencies, or to conduct investigations of fraud or violations of our User Agreement; or • If you give us your written permission via email.
Please see our Privacy Policy for a complete description of our use and protection of your Account information, including our use of “cookies.”
5. What Constitutes a Business Day. Payabli’s business days are Monday through Friday. Saturday, Sunday, and federal and Florida State holidays are not considered business days.
6. Stop Payments. You have the right to cancel or stop any preauthorized transfer, such as a subscription fee, from your Payabli Account. You can cancel the preauthorized transfer at any time prior to the day the payment is scheduled by logging in to your Payabli Account.
7. Retrieval Requests. Upon written email request, copies of documentary evidence of transactions on your Payabli Account are available for income tax and other purposes at a cost of $10.00 USD per item. As long as the computer you use to access your Payabli Account is connected to a functioning printer, you can always print out your transaction history, or the details of a specific transaction, without any additional charge.
Last Updated:JANUARY 12, 2024
Any subsequent changes to this Electronic Communication Policy will be dated and can be found and read in the corresponding Electronic Communication Agreement on the Payabli website. This Policy is made and entered into by and between Payabli, Inc., and you, the Payabli Account holder. The words “you” and “your” refer to the person who has applied for and accepted or used a Payabli Account, including any authorized user of the Account. “Payabli Account” or “Account” refers to the Account set-up by Payabli that includes the capability of electronic communication and disclosure of Account Information. “Payabli, Inc.,” “Payabli,” “we,” “our,” and “us” refer to Payabli, Inc., a Delaware Corporation and its corporate partners or affiliates. You consent to receiving all communications from Payabli electronically. This consent is described below. Please read it carefully. Consent to Conduct Business Electronically 1. Applying Electronically. You must apply to enter into the Agreement with us electronically. 2. Electronic Communications. All Payabli Agreements and Policies, all amendments to any of these Agreements and Policies, all documents related to these Agreements and any notices, instructions, agreements, or any other communications regarding Transactions, your Agreements, 2FA information, application information, payment information, and receipts (all of which are referred to herein as the “Communications”) may be presented, delivered, stored, retrieved, and transmitted electronically, including but not limited to email and Short Message Service communications (“SMS Notifications”). 3. Executing Transactions Electronically. These Agreements, Policies and Transactions thereunder can only be executed using electronic records and electronic signatures, except as otherwise provided for in the Payabli Services Agreement and the Cardholder Agreement. 4. Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the necessary hardware and software capabilities. By entering a mobile phone number you certify that (a) you are the individual identified as the owner of the account, or (b) have the permission of the individual identified as the owner of the account. The minimum hardware and software specifications required by Payabli are detailed in the continuation of this Section. You are required to provide and maintain your own hardware and software. For access to Payabli’s website via the internet, at a minimum, you must provide: (1) an Internet browser that supports 128-bit encryption, (2) a personal computer, operating system, and telecommunications connections to the Internet capable of supporting the foregoing, (3) sufficient electronic storage capacity on your computer’s hard drive or other data storage unit and (4) a printer that is capable of printing from the applicant’s browser and e-mail software. It is highly recommended that you use a firewall and frequently updated anti-virus software. In order to access, view, and retain SMS Notifications that we make available to you, you must have: (i) an SMS-capable mobile phone; (ii) an active mobile phone account with a communication service provider; and (iii) sufficient storage capacity on your mobile phone. Your consent to do business electronically, and our agreement to do so, also applies to the establishment and maintenance of any account or Transaction in connection with your Agreements and Policies. 5. Withdrawal of Consent. You have the right to withdraw your consent to doing business under these Agreements and Policies electronically at any time. You may also withdraw your consent by emailing us at support@payabli.com. If you do so, your Payabli Services Agreement and Cardholder Agreement will be terminated, as provided in the application Sections of said Agreements. However, any Communication or Transaction between us during the period after your consent to doing business electronically, and before your withdrawal of such consent, will be valid and binding on all parties and you must comply with the other requirements of these Agreements and Policies. At our option, we may treat your provision of an invalid mobile phone number, or the subsequent malfunction of a previously valid mobile phone number, as a withdrawal of your consent to receive SMS Notifications. We will not impose any fee to process the withdrawal of your consent to receive SMS Notifications. Any withdrawal of your consent to use SMS Notifications will be effective only after we have a reasonable time period to process your withdrawal. 6. Changes to Your Contact Information. You must keep us informed of any change in your electronic or mailing address, mobile phone number, or other contact information. You shall provide Payabli notice of any change to your contact information, including your email address, by contacting Payabli Customer Service at support@payabli.com. 7. SMS Charges. There is no service fee for receiving SMS Notifications from us, but you are responsible for any and all charges, including, but not limited to, fees associated with text messaging imposed by your communications service provider. Please consult your mobile service carrier’s pricing plan to determine the charges for sending and receiving text messages. These charges will appear on your phone bill from your mobile service carrier. SMS Notification frequency depends on account status and settings.
8. Other Important Terms. Additionally, you agree that we may send any SMS Notifications through your communication service provider in order to deliver them to you and that your communication services provider is acting as your agent in this capacity. You agree to provide a valid mobile phone number for Communications. Additionally, you agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability, cost and expenses (including reasonable attorneys’ fees) arising from your provision of a mobile phone number that is not your own or your violation of any applicable federal, state or local law, regulation or ordinance. Your obligations under this paragraph shall survive termination of this agreement. SMS Notifications are provided for your convenience only. Receipt of each SMS Notification may be delayed or impacted by factor(s) pertaining to your communications service provider(s). We will not be liable for losses or damages arising from any disclosure of account information to third parties, non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, the SMS Notifications sent by us.
9. Printing. You should print this document and keep a copy in your files.
10. Paper Copies. If you wish to obtain paper copies of Communication and Transaction, you may contact Customer Success at support@payabli.com to determine if paper copies or summaries are available and the cost of providing them to you.11. Consent. When you select the “Submit” button, you agree to all the terms above and contained in this Agreement regarding conducting business electronically. By selecting the “Submit” button, you hereby acknowledge that you have read and understand the terms and conditions of this Electronic Communication Agreement which have been set forth above, and that you agree to be bound by the terms and conditions of this Agreement. Further, you understand that your act of checking the “Submit” button represents your electronic signature and represents your authorization to be bound by this Agreement and your intent that this Agreement have legal and binding effect. You also hereby represent and warrant that this Agreement will not violate any law, or conflict with any other agreement to which you are subject. ELECTRONIC COMMUNICATIONS AGREEMENT. YOU AGREE TO TERMS OF THE PAYABLI ELECTRONIC COMMUNICATIONS AGREEMENT AS AMENDED FROM TIME TO TIME (“E-COMMUNICATIONS AGREEMENT”) WHICH IS INCORPORATED INTO THE PAYABLI SERVICES AGREEMENT AND THE CARDHOLDER AGREEMENT BY REFERENCE AS IF FULLY SET FORTH HEREIN. YOU HEREBY AGREE TO RECEIVE ELECTRONIC COMMUNICATIONS AT YOUR VALID E-MAIL ADDRESS AND ALSO AT YOUR LOGGED-IN PAYABLI ACCOUNT FOR THE FOLLOWING CATEGORIES OF INFORMATION: (1) THE PAYABLI AGREEMENTS, POLICIES AND ANY AMENDMENTS OR SUPPLEMENTS TO IT; (2) THE RECORD OF PAYMENTS AND OTHER TRANSACTIONS THROUGH YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, PAYMENT HISTORIES AND CONFIRMATIONS OF INDIVIDUAL TRANSACTIONS; (3) ANY INITIAL, PERIODIC OR OTHER DISCLOSURES OR NOTICES PROVIDED IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, THOSE REQUIRED BY FEDERAL OR STATE LAW; (4) ANY CUSTOMER SERVICE COMMUNICATIONS, INCLUDING, WITHOUT LIMITATION, COMMUNICATIONS WITH RESPECT TO CLAIMS OF ERROR OR UNAUTHORIZED USE OF THE SERVICES; AND, (5) ANY OTHER COMMUNICATIONS RELATED TO THIS AGREEMENT. YOUR VALID EMAIL ADDRESS IS THE ONE WHICH YOU PROVIDE TO PAYABLI ON YOUR APPLICATION. YOU AGREE TO PROVIDE PAYABLI WITH NOTICE OF ANY CHANGE TO YOUR EMAIL ADDRESS and mobile phone number AND AGREE TO BE BOUND BY ANY COMMUNICATIONS SENT TO YOU BY PAYABLI AT THE LAST EMAIL ADDRESS and mobilE phone number PROVIDED BY YOU TO PAYABLI.
Last Updated: September 25, 2023 Any subsequent changes to this Electronic Funds Transfer Agreement will be dated and can be found and read in the corresponding Electronic Funds Transfer Agreement on the Payabli website. This Agreement is made and entered into by and between Payabli, Inc., and you, the Payabli Account holder. Certain Definitions. In this Agreement, the words “you” and “your” refer to the person who has applied for and accepted or used a Payabli Account, including any authorized user of the Account. “Payabli Account,” or “Account” refers to the Account set-up by Payabli that includes the capability to transfer funds electronically. “Payabli, Inc.,” “Payabli,” “we,” “our,” and “us” refer to Payabli, Inc., a Delaware Corporation and its corporate partners or affiliates. “Banking Partner” refers to the bank sponsor through which Payabli will submit any Automated Clearing House (“ACH”) electronic funds transfer request. “ACH Credit” refers to a transaction which electronically transfers funds from your Account to an account at a financial institution, while an “ACH Debit” refers to a transaction which electronically transfers funds to your Account from an account at a financial institution. “ACH Item” refers to an ACH credit, an ACH debit, or both. The words “Intra-Payabli Transfer” refer to an electronic transfer of funds between any type of an Account held with Payabli and any other Payabli Account. The words “business day” means every Monday through Friday, except Federal and Florida state holidays. “Affiliation” or “Affiliation Status” refers to the relationship between you and a third party entity with which Payabli has entered into an agreement for special terms and/or pricing (“Affiliated Company”). The headings in this Agreement are for convenience of reference only and will not govern the interpretation of the provisions hereof. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so the singular includes the plural and the plural includes the singular. Sections Included in this Document: 1. Checking Account 2. Required Checking Account Validation 3. ACH Transactions 4. Intra-Payabli Transfers 5. Error Resolution 6. Warranties 7. Indemnification 8. Miscellaneous Provisions 1. Checking Account. You may establish and maintain a checking account as described in your Account profile to facilitate the transfer of funds due to you from your Account. As part of this agreement, you irrevocably authorize Payabli to debit your Checking Account for any fees, payments or penalties you owe or may owe Payabli relating to ACH or Intra-Payabli transactions. You authorize Payabli to initiate reversal or adjustment entries and initiate or suspend such entries as may be necessary to grant you conditional credit for any entry. 2. Required Checking Account Validation. In order to add funds to your Account, from your checking account, you must first register a checking account in your Account profile. Registering a checking account in your Account profile is not required before withdrawing funds from your Account into your checking account or withdrawing funds from your Account to another checking account. When registering a checking account in your Account profile, you will be required to enter your bank name, the routing number of your bank, and your checking account number. Once this information is entered, you will be required to validate that the routing number and checking account number are correct and that you have the proper authorization to access the account. The process of validating your checking account occurs in one of two ways depending on your Account type and affiliation status: 1. You will be required to verify the amounts of two small deposits that Payabli will make into your checking account. This process may take 2 to 7 business days for the deposits to be credited in your checking account. When you receive your bank statement, find the two deposits. You may also be able to learn the amounts of the deposits from your bank’s automated phone system or web site, if available. Once you know the two deposit amounts, login to your Account and enter the two amounts as directed. 2. You will be required to make at least two transfers from your Account into your checking account, and receive at least one direct commission deposit into your Account (if you are affiliated with an organization that has requested commission payment capability into your Account). Once one of these two validation methods is completed, you will then be able to add funds into your Account from your checking account. Both of these methods are intended to demonstrate that you have the proper custodianship over the checking account from which you will be adding funds into your Account. 3. ACH Transactions. When you request Payabli to add funds to your Account from your checking account, withdraw funds from your Account into your checking account, or withdraw funds from your Account to another checking account, you are requesting an electronic funds transfer through the ACH system. By doing so, you authorize Payabli to initiate, process, transmit, and settle through a Banking Partner, an ACH debit or credit in the amount that you specify. You agree that your ACH requests are accurate, timely, and have been authorized by the party into whose account the credit will be made, or by the party from whose account the debit will be made. Your authorization will remain in effect after termination of this Agreement and until Payabli has received written notice terminating this authorization and all your obligations to Payabli have been paid in full. a. Adherence to ACH Rules. You agree to be bound by the rules of the National Automated Clearing House Association (“NACHA”) in effect as they may be amended from time to time. You also agree not to request an ACH transfer that violates the laws of the United States, which include, but are not limited to, sanctions enforced by the Office of Foreign Assets Control (“OFAC”). b. ACH Returns, Rejections, Cancellations, and Acceptance. You may be charged a fee (see Exhibit 1 for a schedule of fees) for any ACH transactions that result in a returned ACH item, such as, but not limited to, those caused by insufficient funds in your checking account, closure of your checking account, or if the bank account number or other information you provided is incorrect. Payabli reserves the right to resubmit for collection any ACH item authorized by you that is returned. Payabli will notify you within 2 (two) business days of the receipt of a returned ACH item. Payabli may reject any entry that does not comply with requirements outlined in this Agreement. We will notify you within 2 business days from the day the rejected entry would otherwise have been transmitted. Payabli may resubmit any rejected ACH item up to 3 times. Upon written request, Payabli will attempt to cancel an entry before transmitting it. However, Payabli shall have no liability if the effect of cancellation fails. Payabli is not responsible or liable in any way for any entry not accepted by Payabli’s Banking Partner. c. Provisional Credits. All credits to your Account resulting from an ACH debit are provisional until final settlement is made through a Federal Reserve Bank. If Payabli does not receive final settlement, you will refund Payabli the amount of any such entry. d. Accuracy of Information. You acknowledge that if a financial institution name and number are incorrect or inconsistent, we may rely on the identifying number alone, even if the number identifies a financial institution, person, or account other than the one named. e. Fees. You will pay Payabli fees for services in accordance with Exhibit 1 – Schedule of Fees, which is incorporated into this Agreement by reference. Such fees will be calculated and debited from amounts due to you under the Payabli Account concurrently with transaction activity, or will be netted out from the funds due you under this Agreement. You will immediately pay Payabli any amount incurred by Payabli attributable to the transfer of funds pursuant to this Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under the Payabli Account, Reserve Account, or at any other financial institution for any amount you owe Payabli under this Agreement or under any contract now existing or later entered into between you and Payabli. You may also be subject to different fees and limitations other than those set forth in Exhibits 1 and 2 relating to ACH transactions, if the ACH transactions are submitted to your Payabli Account, on your behalf, by an approved affiliate utilizing Payabli’s XML interface. These fees are published by the affiliate that submits the transactions on your behalf. These fees supersede the fees set forth on Exhibit 1 and are therefore binding upon you. f. Transfer Amount Limitations. For a listing of current limitations associated with the electronic transfer of funds, see Exhibit 2 – Schedule of Limitations, which is incorporated into this Agreement by reference. Currently, Payabli limits the amount you are allowed to add to your Account from your checking account. If you wish to increase the limitations allowed after an introductory period deemed appropriate by Payabli, please contact a customer service representative. Payabli, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to add to your Account from your checking account to an amount even less than the current amount identified in Exhibit 2. Payabli also, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to withdraw from your Account into your checking account, and/or withdraw from your Account to another checking account. For fraud and anti-money laundering purposes, Payabli reserves the sole and exclusive right to review large electronic transfer of funds to or from your Account before releasing the funds. Payabli also reserves the right to refuse any transfer of funds at our discretion. g. Type of Bank Account Required and Change Limitation. You may only use a checking account of a financial institution located in the United States of America (“US”) or US Territories (Puerto Rico, Guam, American Samoa, and the US Virgin Islands). The electronic transfer of funds to or from a foreign bank or the branch of a foreign bank in a territory of the United States is also prohibited. The term foreign bank does not include: (i) A U.S. agency or branch of a foreign bank; and (ii) An insured bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa, or the U.S. Virgin Islands. The electronic transfer of funds to or from a savings account is also prohibited. Please ensure that the bank routing and the checking account numbers are correct or you may be subject to a fee (see Exhibit 1 – Schedule of Fees). If you have any doubt as to the accuracy of the bank routing or the checking account numbers, please call your bank for verification. You may change the checking account in your Account profile, but no more than once every 90 days. h. Potential Liability. You can inspect your transaction history at any time by logging in to your Account online and selecting one of the available reporting functions. It is very important that you contact Payabli at once if you believe your user ID or password has been compromised, or if someone has transferred, or may transfer funds using your Account without your permission. Under applicable ACH regulations, the extent of your liability for an unauthorized transaction may be determined by your promptness in notifying Payabli if someone has gained access to your password, or if any transaction shown in your account history reports is incorrect or unauthorized. Notifying Payabli quickly limits your liability: 1. Payabli will reimburse you for loss from an unauthorized ACH transaction that is originated through Payabli that occurs within 60 days after the transaction you claim is unauthorized is posted to your account history reports, or within 60 days after you otherwise become aware of unauthorized access to your account. Payabli shall not be liable to you for: (a) any indirect, special or consequential damages (under contract or tort theories of law), including damages for lost revenue, lost profit or other economic damage, as a result of the breach of this Agreement, even if Payabli has been advised or has foreseen the possibility of such damages or (b) any losses caused by your acts or omissions. 2. If you do not notify Payabli within 60 days after receiving notice, you may not recover any funds that you lost after the 60 days, if Payabli can prove that the loss could have been stopped or avoided if you had notified Payabli within that time. If a good reason (such as an extended vacation or medical event) kept you from notifying Payabli, the 60-day time period may be extended by Payabli in its sole discretion. 4. Intra-Payabli Transfers. When you request Payabli to transfer funds from your Payabli Account to another Payabli Account or Payabli Payments Account, or from your Payabli Payments Account to a Payabli Account or Payabli Payments Account, you are requesting an Intra-Payabli funds transfer. By doing so, you represent that your transfer requests are accurate, timely, and authorized for Payabli to make such a transfer. Your request must be in the form required by Payabli. You must identify the Account into which to transfer funds by the Account holder’s e-mail address. If the e-mail address belongs to a Payabli Account or Payabli Payments Account holder, the funds will immediately transfer from your Account to the Account you specified. If the e-mail address does not belong to a Payabli Account or Payabli Payments Account holder, the transfer request may be denied. a. Liability and Obligations. Payabli assumes no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until Payabli receives appropriate and timely notice by you of the unauthorized transfer requests. Payabli will have no obligation to transmit entries if Payabli believes, in its sole discretion, that the funds are unavailable or the entry is invalid or subject to reversal, or if you are in default of this Agreement. You also understand that Payabli will not, and has no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which the funds are transferred. b. Accuracy of Information. You acknowledge that if the e-mail address is inconsistent or incorrect, payment of the entry may still be made on that basis. c. Fees. You will pay Payabli fees for services in accordance with Exhibit 1 – Schedule of Fees, attached hereto and incorporated into this Agreement by reference, and fees specified in your agreement with Payabli for the particular services you are receiving. Such fees will be calculated and debited from amounts due to you from your Payabli Account and/or Payabli Payments Account concurrently with transaction activity, or will be netted out from the funds due you under this Agreement. You will immediately pay Payabli any amount incurred by Payabli attributable to this Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under the Payabli Account or Reserve Account for any amount you owe Payabli under this Agreement or under any contract now existing or later entered into between you and Payabli. You may also be subject to different fees and limitations other than those set forth in Exhibits 1 and 2 (also attached hereto and fully incorporated herein by reference) relating to Intra-Payabli transfers, if the Intra-Payabli transfers are submitted to your Payabli Account, on your behalf, by an approved affiliate utilizing Payabli’s XML interface. These fees are published by the affiliate that submits the transactions on your behalf and are therefore binding upon you. d. Transfer Amount Limitations. For a listing of current limitations associated with Intra-Payabli funds transfers, see Exhibit 2 – Schedule of Limitations, which is incorporated into this Agreement by reference. Payabli reserves the right to limit the maximum amount of Intra-Payabli funds you are allowed to transfer. For fraud purposes, Payabli reserves the right to review large Intra-Payabli funds transfers before releasing the funds. Payabli also reserves the right to refuse any Intra-Payabli funds transfers at our discretion. e. Reversals, Rejections, and Acceptance. Payabli may reverse any entry if it believes, in its sole discretion, that the entry may be subject to dispute or reversal. You understand and agree that your request to transfer funds is final and irrevocable, that you have no right to reverse or stop such an entry once the entry is communicated to Payabli, and you hereby waive any right you may have of recourse against Payabli or to dispute or reverse a request to transfer funds. An Intra-Payabli funds transfer under this Agreement is the equivalent of sending cash to the recipient. Payabli has no obligation whatsoever to any proposed recipient of funds. In the event of any dispute between you and a funds recipient, you agree that such dispute will be settled between you and the proposed recipient, and you hereby indemnify and hold harmless Payabli against all liabilities, claims and damages incurred by and brought against Payabli by any third party arising out of this Agreement, including but not limited to reasonable attorneys’ fees and costs. Payabli may reject any entry that does not comply with requirements outlined in this Agreement. We will notify you within 2 business days from the day the rejected entry would otherwise have been transferred. 5. Error Resolution. You agree to the terms of the Payabli Error Resolution Policy as amended from time to time, which may be obtained upon request or at: https://payabli.com/documents-error-resolution-policy/, and which is incorporated into this Agreement by reference as if fully set forth herein. 6. Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, PAYABLI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, PAYABLI EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DESCRIPTIONS OR SPECIFICATIONS, WHETHER OR NOT INCORPORATED INTO THIS AGREEMENT, SHALL CONSTITUTE WARRANTIES OF ANY KIND. 7. Indemnification. You shall indemnify and hold harmless Payabli and its Banking Partner(s) for any action they take with respect to your Account, including funds in any Operating Account, and/or Reserve Account, and/or Cardfunding Account You will also indemnify and hold harmless the Bank Partner(s) for acting in accordance with any instruction from you or Payabli regarding your Account. Further, you shall indemnify and hold harmless Payabli and its Banking Partner(s), its employees, officers, directors, shareholders and agents from any and all loss, cost, expense, claim, damage and liability (including attorneys’ fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following: 1. Any and all claims or damages made by third parties arising out of this Agreement, including but not limited to all attorneys’ fees and costs paid or incurred by Payabli in the enforcement of the Agreement and those resulting from any transaction processed under this Agreement, or any breach by you of this Agreement and those related to any bankruptcy proceeding; 2. Willful misconduct, fraud, intentional tort or negligence by you or that of your employees, agents or representatives; 3. Any and all claims or damages by you which are the result of theft, embezzlement, unauthorized use, transfer or withdrawal of funds with respect to your Account. 8. Miscellaneous Provisions. Entire Agreement. This Agreement, including Exhibits 1 and 2, and any amendment or supplement to this Agreement or other referenced agreements, all of which are incorporated into this Agreement, constitutes the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this Agreement. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, except where Federal law is applicable. Jurisdiction/Waiver of Jury Trial. THE PARTIES AGREE THAT ALL PERFORMANCES AND TRANSACTIONS UNDER THIS AGREEMENT WILL BE DEEMED TO HAVE OCCURRED IN FLORIDA AND THAT YOUR ENTRY INTO AND PERFORMANCE OF THIS AGREEMENT WILL BE DEEMED TO BE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF FLORIDA. YOU AND PAYABLI CONSENT TO AND AGREE THAT, THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES HEREUNDER SHALL BE AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN MIAMI, FLORIDA. YOU AND PAYABLI WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING ANY RIGHTS OR DISPUTES UNDER THIS AGREEMENT. Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Assignability. This Agreement may be assigned by Payabli, but may not be assigned by you directly or by operation of law, without the prior written consent of Payabli. If you nevertheless assign this Agreement without Payabli’s consent, the Agreement will be binding on the assignee. If you sell your business, and the new owners incur fines, fees, or penalties, the original owner will be held personally liable for all fines, fees, or penalties, and any other liabilities of the new owners. Notices. Any notice under this Agreement will be deemed given and delivered upon the earlier of: (a) actual receipt or (b) five days after being deposited in the United States mail, and addressed, if to Payabli, to: Payabli, Inc., 25 SE 2nd Ave, Suite 550, #288 Miami, Florida, 33131, and if to the other parties: to the last address shown on the records of the sender or (c) one (1) business day after being sent by email or other electronic communication if to you at the last email address provided by you to Payabli and if to Payabli at support@payabli.com. Attorneys’ Fees. You will be liable for and will indemnify and reimburse Payabli for all attorneys’ fees, with or without suit, court costs, collection agency fees not to exceed 50% of the amount owed, and other costs and expenses paid or incurred by Payabli in the enforcement of this Agreement, or in collecting any amounts due from you to Payabli or resulting from any breach by you of this Agreement. Customer Contact. You authorize Payabli to contact your customers or their bank if they determine that such contact is necessary to find out information about any payment transaction between you and the customer. Also, you will provide to Payabli, upon Payabli’s request, contact information for your customers as deemed necessary and reasonable by Payabli. Amendments. This Agreement, and the Agreements and/or Policies referenced and incorporated herein may be amended, modified, or revised at any time, without notice. While Payabli may notify you as this Agreement and/or the Agreements and/or Policies referenced herein are modified, it is your sole responsibility to review and maintain familiarity with this Agreement and/or Agreements and/or Policies referenced herein, including any changes that may be made to these documents, respectively, from time to time thereto. The amendments to this Agreement and/or Agreements and/or Policies referenced herein will become effective and binding upon you immediately and contemporaneously as the amendments are published to the Payabli website. In the event you do not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, you shall provide written notice to Payabli (including by submitting to Payabli Customer Service at support@payabli.com) by providing your name, your current email address on file with Payabli, the last four (4) digits of your Social Security Number and a statement that you do not agree to the terms and conditions. If you do not agree to the terms and conditions of the amendment, your account will be terminated and closed. Notwithstanding the foregoing, (a) changes to fees authorized by this Agreement or in the Exhibits 1 and/or 2, will be effective upon the giving of notice to you and (b) any fee increase, change in Rules or other requirement imposed by NACHA may be passed on to you and will be effective upon the giving of notice to you. Severability and Waiver. If any provision of this Agreement (including Exhibits 1 and 2) is held invalid, illegal, void or unenforceable by reason of any judicial decision, all other provisions of this Agreement shall nevertheless remain in full force and effect. No course of dealing, delay or failure to enforce any provision or exercise any right under this Agreement, by Payabli or Bank Partner(s) shall be construed as a waiver or estoppel of such provision or right, nor shall it amend this Agreement or affect the validity of this Agreement or curtail the ability of any party to enforce such provision or exercise such right in the future. All waivers must be signed by Payabli. Independent Contractors. Payabli, Bank Partner(s), and You will be deemed independent contractors and none will be considered an agent, joint venturer, or partner of the other. Survival. Sections 1-8 of this Agreement and the applicable Exhibits in effect upon the date of termination shall survive termination of this Agreement. Exhibit 1 – Schedule of Fees You will be charged the following fees unless they are waived, adjusted by special arrangement, or changed by affiliate specific pricing: Account Fees 1. Initial Fee – Opening Payabli Account up to $39.95* 2. Annual Fee – Yearly optional fee for keeping account open up to $39.95* 3. Account Continuation Fee – Monthly Fee if annual fee not paid up to $10.00* * The mentioned fee is subject to change; login or signup to see the exact amount Exhibit 2 – Schedule of Transfer Limitations The following limitations will be applicable to you unless they are waived, adjusted by special arrangement, or changed by affiliate specific limitations: 1. ACH Debit Maximum of $250 per Transfer and $1,000 per Month Minimum of $1 per Transfer 2. ACH Credit No Maximum Limit Minimum of $1 per Transfer 3. Intra-Payabli Transfers No Maximum Limit Minimum of $1 per Transfer
Last Updated: April 7, 2026
This Payout Services Agreement (the “Agreement”) is for electronic payment processing services between you (“you”), the signatory of that certain signed merchant services application (“Merchant Application”), and Centavo, Inc., d/b/a as Payabli (“Payabli”) (collectively, the “Parties” and each individually a “Party”). The Merchant Application and this Agreement are part of the “Merchant Agreement”. All capitalized terms used herein but are not otherwise defined shall have the meaning set forth in the Master Agreement found at:
1. Services. After initial set up and testing, you may utilize the Payabli’s Services for managed payables, spend management, or other outgoing payment needs. You may transmit your payment requests via cards, ACH, or paper checks through the Payabli Services. The payment requests submitted by you will utilize Payabli’s Portal and must be in a form as required by the Payabli Services. You will initiate the funding of FBO account into the Payabli Services. Your payment requests will be processed, and payments will be submitted to the applicable recipient via physical or virtual card, ACH, and check, as applicable, through the Payabli Services. You will comply with all Rules applicable to the payment modality requested and to the instructions of Payabli. Payabli agrees to provide the Payabli Services and the Portal to you pursuant to the terms and conditions of this Agreement. You agree to use, and to require your Authorized Users to use, the Payabli Services and the Portal only in the ordinary course of its internal business operations and otherwise strictly in accordance with the terms and conditions set forth in this Agreement.
2. Support. During Payabli’s normal business hours (9:00 AM to 8:00 PM ET), Payabli will provide telephone support regarding your use of the Portal and the Payabli Services. You shall devote resources, people, and equipment, necessary to implement the Payabli Services and the Portal and train in the use of the Payabli Services and the Portal.
3. Disputed Transactions. You acknowledge that Payabli will facilitate payments to Your Vendors according to the data provided to the Portal via your payment requests. You understand and agree that Payabli will not be responsible for payments facilitated in error as a result of erroneous or incorrect data provided in your payment requests. You must notify Payabli of any disputed Transactions within thirty (30) days of the transaction date or such payment transaction will be deemed undisputed and accepted by you. Any disputed credit card transactions (virtual or physical card) are subject to the Rules, and Payabli is not liable for any such disputed credit card transactions unless such disputed transaction is (i) directly attributable to an error by Payabli or (ii) successfully charged back through the applicable card network’s dispute resolution process.
4. Authorized Users. Each of your Authorized Users will be provided with credentials (user ID & password) to access the Payabli Services and the Portal. You agree to hold, and to require your Authorized Users to hold, the credentials in strict confidence and to educate the Authorized Users to hold in strict confidence to avoid any compromise of the Payabli Services or the Portal.
5. Custodial Accounts. You hereby (i) authorize and instruct Payabli to establish one or more custodial accounts to be opened at Payabli’s partner bank for the benefit of you (each a “Custodial Account”), (ii) agree to comply with the Custodial Account Terms set forth on Exhibit A attached to this Agreement, and (iii) understand and agree that to the extent there are any inconsistencies between the terms and conditions of this Agreement and the Custodial Account Terms, the Custodial Account Terms shall prevail.
6. Checks. You hereby authorize and instruct Payabli to assist with check transactions in accordance with the terms and conditions set forth on Exhibit D attached to this Agreement.
7. ACH Transfers. You hereby authorize and instruct Payabli to assist with ACH transfers in accordance with the terms and conditions set forth on Exhibit B attached to this Agreement.
8. Cards. You hereby authorize and instruct Payabli to assist with physical and virtual payment card transactions in accordance with the terms and conditions set forth on Exhibit C attached to this Agreement.
9. Fees. You agree to pay all fees set forth in this Agreement and the Merchant Application (collectively, the “Fees”) in accordance with the terms and conditions of this Agreement.
10. Term. This Agreement shall commence on the Effective Date and continue in effect for thirty-six (36) months. This Agreement shall thereafter automatically renew for additional one (1) year periods unless either Party gives the other Party thirty (30) days written notice of termination prior to the end of the then current term.
11. Effect of Termination. You will be obligated to pay for the Payabli Services rendered through the date of termination, inclusive of all Fees, whether invoiced or not, as a result of use of the Payabli Services and the Portal.
EXHIBIT A
CUSTODIAL ACCOUNTS
The following terms and conditions supplements and are made a part of the Agreement.
1. Custodial Account. As set forth in the Agreement, you have appointed Payabli as your agent to (i) establish a Custodial Account at a bank chosen by Payabli (the “Bank”) for the benefit of you, (ii) initiate payments and other services in connection with cash delivered from time-to-time to the Bank hereunder by, or at the direction of, you, and income, distributions, and payments received by the Bank with respect thereto (collectively the “Assets”); and Payabli has agreed to act in such capacity. Additionally, Bank agrees to perform standard custodial services and hold the Assets in a custody account established for the benefit of you, upon the terms and conditions set forth below.
2. Asset Delivery, Transfer, Custody, and Safekeeping.The Parties agree to the following: (i) to facilitate payments to your suppliers and payees, Payabli will initiate payment instructions to be delivered to the Bank; (ii) the payment instructions are submitted on your sole behalf and not for an undisclosed third party; (iii) the payment instructions will cause you from time-to-time deliver Assets to the Bank; (iv) the Bank will receive and accept such Assets into the Custodial Account upon appropriate file from Payabli; (v) the Bank is not required to receive or hold funds it deems to be unacceptable and will not disburse any Assets in the absence of Payabli’s instructions or if such instructions are contrary to these terms and conditions or the Agreement.
3. Powers of the Bank. In the performance of its duties hereunder, the Bank will have the following powers, among others: (i) to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any or all other instruments that may be necessary or appropriate to carry out the duties described and powers granted herein; (ii) to employ agents and to delegate duties to them as it sees fit, and to engage or consult with experts, advisors, and legal counsel (who may also be employed by you) and to rely on information and advice received from such agents, experts, advisors, and legal counsel; (iii) to perform any and all other ministerial acts deemed by the Bank necessary or appropriate to the proper discharge of its duties hereunder; and (iv) to require you to establish and maintain a reserve account (“Reserve Account”) with the Bank to cover your obligations under these terms and conditions, the Agreement, and any other agreement between you, Payabli, and the Bank, including but not limited to any transactions related to the Payabli Services which (a) an indemnity obligation of you, (b) breach of applicable laws, and/or (c) breach of this terms and conditions. The initial amount of the Reserve will be determined at the sole discretion of the Bank. The Bank will notify you of any changes to the amount of the Reserve in writing (“Reserve Amount”). You will remit the Reserve Amount within ten (10) business days from the Bank’s notice. If you or Payabli fails or refuses to remit sufficient reserves promptly upon request, the Bank shall close the Custodial Account(s) with you and terminate the relationship described herein.
4. Payabli’s Roles and Responsibilities. Payabli has entered into the Agreement with you as per the Bank-approved version of the Agreement which fully incorporates these terms and conditions. You have granted Payabli limited authority to act as your designated agent for purposes of the Custodial Account and Appropriate Instructions (defined below). Among other things, you now expressly authorize Payabli to (i) perform the administrative account services; (ii) maintain records of your Assets in the Custodial Account and all payments; (iii) authorize and direct the Bank to disburse payments to Authorized Users; (iv) make individual payment information available to applicable Authorized Users; (v) disclose to the Bank information regarding you and your users; and (vi) take any other action that Payabli deems necessary or desirable to carry out the transactions in accordance with the Agreement. The Bank will provide detailed account activity to Payabli via the online banking platform. Such access will contain a general ledger for all activity and Assets in the Custodial Account. You waive any written notification requirements of individual Custodial Account transactions and will rely solely on monitoring Custodial Account activity through Payabli’s Services or other such means as provided by Payabli. Payabli’s receipt of account activity will constitute receipt by you for all purposes under the terms, conditions, and agreements governing the Custodial Account. Any passage of time in these terms, conditions, and agreements governing the Custodial Account that begins on the date of receipt of an account statement will be triggered by, and commence on, the date that Payabli is provided such account statement. Payabli will be responsible for the review of all reports, accountings, and other statements provided by the Bank, and shall within twenty (20) days following receipt notify the Bank of any mistakes, defects, or irregularities contained or identified therein, after which time all such matters shall be presumed to be ratified, approved and correct and shall not provide any basis for claim or liability against the Bank. Payabli will track all Assets deposited and withdrawn from the Custodial Account and keep records of all payments made to third parties (the “Account Record”). Payabli will provide a copy of the current Account Record to the Bank within a reasonable time, but in any event within at least one (1) business days of the Bank’s written request. Upon receipt of Appropriate Instructions , the Bank will deliver Assets in accordance with Section 5 below, being the sole responsibility of Payabli to provide any transfer documentation as may be required by the Bank. The Bank will have no power or authority to assign, hypothecate, pledge or otherwise dispose of any Assets, except as provided in these terms and conditions or pursuant to Appropriate Instructions.
5. Instructions from You. You now authorize the Bank to follow the directions and instructions of Payabli (whether electronic, written, or oral), and you agree that the Bank may entirely rely on such directions and instructions of Payabli without further investigation by the Bank or authorization from you. You will deliver payment instructions to Payabli, as its agent, through the Payabli Services. Upon receipt of written instructions from Payabli, the Bank will be deemed to have received appropriate payment instructions (“Appropriate Instructions”).Appropriate Instructions will include instructions sent to Bank or its agent by you via Payabli and will include the amount to be released from the Custodial Account, preferred method of payment transmission, and to whom it will be released and will be transmitted by letter, memorandum, cable, facsimile, internet, email or similar means of written communication.Payabli assumes full responsibility for the security of electronically transmitted communications sent through the Payabli Services. The Bank will have no liability for acting in accordance with Appropriate Instructions. The Bank will not be obligated to follow any instructions from Payabli that, in the judgment of the Bank, may subject the Bank to liability or expense or require the Bank to prosecute or defend any action unless the Bank is indemnified in a manner and amount satisfactory to the Bank. In the event of any ambiguity or uncertainty in any notice, instruction, or other communication received by the Bank, the Bank is authorized to refrain from taking any action other than retaining possession of the Assets in the Custodial Account until the Bank receives written instructions from Payabli or you that eliminate such ambiguity or uncertainty.
6. No Discretionary Authority or Investment Responsibility; Standard of Care. You and the Bank acknowledge that, except to the extent set forth in any separate instrument signed by the parties with respect to these terms and conditions, the Bank is not a fiduciary with respect to the Assets and the duties of the Bank do not include discretionary authority, control, or responsibility with respect to the management or disposition of any Asset. You acknowledge and agree that the Bank does not assume investment management responsibilities for the Custodial Account. The Bank will only take instructions from you, or its agent, Payabli, regarding the investment of the Assets as such instructions comply with these terms and conditions. It is further agreed that: (i) the Bank will have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action of you in any particular transaction involving an Asset, or the suitability or propriety of retaining any particular investment as an Asset. The Bank will have no duty or authority to review, question, approve, or make inquiries as to any investment instructions given pursuant hereto. The Bank will be under no duty or obligation to review the property held in the Custodial Account concerning prudence or diversification;(ii) the Bank will not be liable for any loss or diminution of Assets by reason of investment experience or for its actions taken in reliance upon a direction or other instruction from you or your agent;(iii) the Bank will have no duty or responsibility to monitor or otherwise investigate your actions or omissions; (iv) the Bank will have no responsibility for the accuracy of Assets valuations quoted by outside services or sources in cases involving assets under your control ; and,(v) the Bank will only be responsible for the performance of such duties as are expressly set forth herein or in Appropriate Instructions received by the Bank from you, or your agent, which are not contrary to the provisions of these terms and conditions. The Bank will exercise reasonable care in the performance of its services hereunder.
7. Custodial Account Property. The Bank is not required to take direction from you and will direct inquiries from you to Payabli. However, the Bank may take direction directly from you in certain circumstances; if the Bank does accept direction from you, the Bank will give Payabli a written notice detailing the request and action taken.
8. Limited Duties. You acknowledge and agree that the Bank (i) will be obligated only for the performance of such duties as are expressly and specifically set forth herein or any other relevant agreement between you and the Bank, each of which is ministerial in nature and no implied or inferred duties or obligations of any kind shall be read into these terms and conditions against or on the part of the Bank, (ii) will not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties and (iii) will hold funds in the Custodial Account.
9. Binding Effect. The Bank’s actions taken in accordance with Appropriate Instructions will be valid and binding upon all persons claiming by, through, or under you.
10. Indemnification. You agree to indemnify and hold Bank, Bank’s affiliates, officers, directors, employees, consultants, agents, service providers, and licensors (each an “Indemnified Person”) harmless from any and all claims, liability, damages and/or costs (including but not limited to reasonable attorney’s fees) resulting from or arising out of (i) your breach of the agreements, warranties or representations herein or the Agreement, including any violations of applicable Law or the Rules; (ii) any action taken by Bank with respect to your account in accordance with your instructions or orders, or in accordance with these terms and conditions or the Agreement; and (iii) any claim of any person that Bank is responsible for any act or omission by you, Payabli, or any other person, including, without limitation, any Federal Reserve Bank, Automated Clearing House, or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed the Bank’s agent. You will, at your own expense, defend any action or proceeding brought against any Indemnified Person in connection with any such claims.
11. Limitations. The Bank will not incur any liability to anyone in acting or refraining from acting upon any data, instructions, notice, report, or other documents reasonably believed by the Bank to be genuine and authorized by the proper Party or Parties. The Bank will not incur any liability to anyone for unauthorized transactions or processing errors in connection with Payabli, the Agreement, the Payabli Services, the Custodial Account, and these terms and conditions.
12. Bank Expenses. The Bank will not have any obligation by virtue of these terms and conditions to expend or risk any of its own funds, or to take any action which could, in the reasonable opinion of the Bank, result in any cost or expense being incurred by the Bank.
13. Suspension; Termination. The Bank, in its sole discretion, reserves the right to terminate these terms and conditions and/or close the Custodial Account for any reason and at any time upon notice to Payabli and you. Upon notification, the Bank will work with each Party and determine the correct disbursement of your unrestricted funds held in the Custodial Account.
18. Rights and Remedies Cumulative. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we have under this Agreement, the Master Agreement, at law, or in equity. Rather, each right we have at law or in equity will be cumulative and concurrent and in addition to every other right.
19. Entire Agreement. This Agreement, including all Exhibits attached hereto, is incorporated into and forms part of the Master Agreement between the parties. Except as expressly modified herein, all terms and conditions of the Master Agreement shall apply to and govern this Agreement with full force and effect. In the event of any conflict between this Agreement and the Master Agreement, the Master Agreement shall control unless this Agreement expressly states that it overrides a specific provision of the Master Agreement. For the avoidance of doubt, the confidentiality, indemnification, and disclaimer provisions of the Master Agreement apply to this Agreement and all activities contemplated hereunder.
EXHIBIT B
ACH TRANSFERS
1. Checking Account. You agree to establish and maintain a checking account at a bank acceptable to Payabli to facilitate the transfer of funds due to you and payable by you hereunder. You irrevocably authorize Payabli to debit such checking account for any Fees, payments, or penalties owed or that may be owed by you to Payabli relating to ACH or Intra-Payabli transactions. You authorize Payabli to initiate reversal or adjustment entries and initiate or suspend such entries as may be necessary to grant you conditional credit for any entry.
2. Checking Account Validation. In order to add funds to your account, you must first register a checking account in your account profile maintained with Payabli (“Account”). Registering a checking account in your Account profile is not required before withdrawing funds from your Account into your checking account or withdrawing funds from your Account to another checking account. When registering a checking account in your Account profile, you will be required to enter your bank name, the routing number of your bank, and your checking account number. Once this information is entered, you will be required to validate that the routing number and checking account number are correct and that you have the proper authorization to access the account. The process of validating your checking account occurs in one of two ways depending on your Account type and affiliation status. You will be required to verify the amounts of two small deposits that Payabli will make into your checking account. This process may take 2 to 7 business days for the deposits to be credited in your checking account. When you receive your bank statement, find the two deposits. You may also be able to learn the amounts of the deposits from your bank’s automated phone system or web site, if available. Once you know the two deposit amounts, login to your Account and enter the two amounts as directed. Alternatively, you will be required to make at least two transfers from your Account into your checking account and receive at least one direct commission deposit into your Account (if you are affiliated with an organization that has requested commission payment capability into your Account). Once one of these two validation methods is completed, you will then be able to add funds into your Account from your checking account. Both of these methods are intended to demonstrate that you have the proper custodianship over the checking account from which you will be adding funds into your Account.
3. ACH Transactions. When you request Payabli to add funds to your Account from your checking account, withdraw funds from your Account into your checking account, or withdraw funds from your Account to another checking account, you are requesting an electronic funds transfer through the ACH system. By doing so, you authorize Payabli to initiate, process, transmit, and settle through a Banking Partner, an ACH debit or credit in the amount that you specify. You agree that your ACH requests are accurate, timely, and have been authorized by the party into whose account the credit will be made, or by the party from whose account the debit will be made. Your authorization will remain in effect after termination of the Agreement and until Payabli has received written notice terminating this authorization and all your obligations to Payabli have been paid in full.
4. Adherence to Rules. You agree to be bound by the Rules in effect as they may be amended from time-to-time. You also agree not to request an ACH transfer that violates the laws of the United States, which include, but are not limited to, sanctions enforced by the Office of Foreign Assets Control (“OFAC“).
5. ACH Returns, Rejections, Cancellations, and Acceptance. You may be charged a Fee for ACH transactions that result in a returned ACH item, such as, but not limited to, those caused by insufficient funds in your checking account, closure of your checking account, or if the bank account number or other information you provided is incorrect. Payabli reserves the right to resubmit for collection any ACH item authorized by you that is returned. Payabli will notify you within two (2)business days of the receipt of a returned ACH item. Payabli may reject any entry that does not comply with requirements outlined in this Exhibit B. We will notify you within two (2) business days from the day the rejected entry would otherwise have been transmitted. Posting on Payabli Merchant Portal constitutes notification. Payabli may resubmit any rejected ACH item up to three (3) times. Upon written request, Payabli will attempt to cancel an entry before transmitting it. However, Payabli will have no liability if the effect of cancellation fails. Payabli is not responsible or liable in any way for any entry not accepted by Payabli’s banking partner.
6. Provisional Credits. All credits to your Account resulting from an ACH debit are provisional until final settlement is made through a Federal Reserve Bank. If Payabli does not receive final settlement, you will refund Payabli the amount of any such entry.
7. Accuracy of Information. You acknowledge that if a financial institution name and number are incorrect or inconsistent, we may rely on the identifying number alone, even if the number identifies a financial institution, person, or account other than the one named.
8. Fees. You will pay Payabli Fees for these services. Such Fees will be calculated and debited from amounts due to you under Payabli Account concurrently with transaction activity or will be netted out from the funds due you under the Agreement. You will immediately pay Payabli any amount incurred by Payabli attributable to the transfer of funds pursuant to this Exhibit B and/or the Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under Payabli Account, Reserve Account, or at any other financial institution for any amount you owe Payabli under the Agreement or under any contract now existing or later entered into between you and Payabli. You may also be subject to different Fees and limitations other than those set forth herein relating to ACH transactions, if the ACH transactions are submitted to your Payabli Account, on your behalf, by an approved affiliate utilizing Payabli’s interface. These Fees are published by the affiliate that submits the transactions on your behalf.
9. Transfer Amount Limitations. Currently, Payabli limits the amount you are allowed to add to your Account from your checking account from time-to-time in its sole discretion. If you wish to increase the limitations allowed after an introductory period deemed appropriate by Payabli, please contact a customer service representative. Payabli, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to add to your Account from your checking account to an amount even less than the current limitations. Payabli also, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to withdraw from your Account into your checking account, and/or withdraw from your Account to another checking account. For fraud and anti-money laundering purposes, Payabli reserves the sole and exclusive right to review large electronic transfers of funds to or from your Account before releasing the funds. Payabli also reserves the right to refuse any transfer of funds at its discretion.
10. Type of Bank Account Required and Change Limitation. You may only use a checking account of a financial institution located in the United States of America (“U.S.“) or U.S. Territories (Puerto Rico, Guam, American Samoa, and the U.S. Virgin Islands). The electronic transfer of funds to or from a foreign bank or the branch of a foreign bank in a territory of the United States is also prohibited. The term foreign bank does not include: (i) a U.S. agency or branch of a foreign bank; and (ii) an insured bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa, or the U.S. Virgin Islands. The electronic transfer of funds to or from a savings account is also prohibited. Please ensure that the bank routing and the checking account numbers are correct or you may be subject to additional Fees. If you have any doubt as to the accuracy of the bank routing or the checking account numbers, please call your bank for verification. You may change the checking account in your Account profile, but no more than once every 90 days.
11. Potential Liability. You can inspect your transaction history at any time by logging in to your Account online and selecting one of the available reporting functions. It is particularly important that you contact Payabli at once if you believe your user ID or password has been compromised, or if someone has transferred, or may transfer funds using your Account without your permission. Under applicable ACH regulations, the extent of your liability for an unauthorized transaction may be determined by your promptness in notifying Payabli if someone has gained access to your password, or if any transaction shown in your account history reports is incorrect or unauthorized. Notifying Payabli quickly may limit your liability. Payabli will reimburse you for loss from an unauthorized ACH transaction that is originated through Payabli that occurs within 60 days after the transaction you claim is unauthorized is posted to your account history reports, or within 60 days after you otherwise become aware of unauthorized access to your account. Payabli shall not be liable to you for: (a) any indirect, special, or consequential damages (under contract or tort theories of law), including damages for lost revenue, lost profit, or other economic damage, as a result of the breach of this Exhibit B and/or the Agreement, even if Payabli has been advised or has foreseen the possibility of such damages or (b) any losses caused by your acts or omissions. If you do not notify Payabli within 60 days after receiving notice, you may not recover any funds that you lost after the 60 days, if Payabli can prove that the loss could have been stopped or avoided if you had notified Payabli within that time. If a good reason (such as an extended vacation or medical event) kept you from notifying Payabli, the 60-day time period may be extended by Payabli in its sole discretion.
12. Intra-Payabli Transfers. When you request Payabli to transfer funds from your Payabli Account to another Payabli Account or Payabli Payments Account, or from your Payabli Payments Account to a Payabli Account or Payabli Payments Account, you are requesting an Intra-Payabli funds transfer. By doing so, you represent that your transfer requests are accurate, timely, and authorized for Payabli to make such a transfer. Your request must be in the form required by Payabli. You must identify the Account into which to transfer funds by the Account holder’s e-mail address. If the e-mail address belongs to a Payabli Account or Payabli Payments Account holder, the funds will immediately transfer from your Account to the Account you specified. If the e-mail address does not belong to a Payabli Account or Payabli Payments Account holder, the transfer request may be denied.
13. Liability and Obligations. Payabli assumes no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until Payabli receives appropriate and timely notice by you of the unauthorized transfer requests. Payabli will have no obligation to transmit entries if Payabli believes, in its sole discretion, that the funds are unavailable or the entry is invalid or subject to reversal, or if you are in default of this Exhibit B and/or the Agreement. You also understand that Payabli will not, and has no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which the funds are transferred. You acknowledge that if the e-mail address is inconsistent or incorrect, payment of the entry may still be made on that basis.
14. Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS EXHIBIT B, AS IT RELATES TO PERFORMANCE OF THIS EXHIBIT B, PAYABLI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS EXHIBIT B, AS IT RELATES TO PERFORMANCE OF THIS EXHIBIT B, PAYABLI EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DESCRIPTIONS OR SPECIFICATIONS, WHETHER OR NOT INCORPORATED HEREIN, SHALL CONSTITUTE WARRANTIES OF ANY KIND.
15. Indemnification.In addition to your indemnification obligations under the Master Agreement, as it relates to this Exhibit B, You shall indemnify and hold harmless Payabli and its banking partner(s) for any action they take with respect to your Account, including funds in any operating account, and/or Reserve Account, and/or Card funding account. You will also indemnify and hold harmless the bank partner(s) for acting in accordance with any instruction from you or Payabli regarding your Account. Further, you shall indemnify and hold harmless Payabli and its banking partner(s), its employees, officers, directors, shareholders and agents from any and all loss, cost, expense, claim, damage and liability (including attorneys’ fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following: (i) any and all claims or damages made by third parties arising out of this Exhibit B, including but not limited to all attorneys’ fees and costs paid or incurred by Payabli in the enforcement of this Exhibit B and those resulting from any transaction processed hereunder, or any breach by you of this Exhibit B and those related to any bankruptcy proceeding; (ii) willful misconduct, fraud, intentional tort or negligence by you or that of your employees, agents or representatives; (iii) any and all claims or damages by you which are the result of theft, embezzlement, unauthorized use, transfer or withdrawal of funds with respect to your Account.
ACH AUTHORIZATION
As part of your participation in the Payabli Services you hereby authorize Payabli and its banking partners to initiate debit entries to the bank account identified within your Merchant Application, and to initiate credit entries and adjustments for any debit entries in error, as necessary, to the bank account identified below:
The debit and credit entries authorized under authorization will be used to facilitate payments to Your Vendors. Debit entries will be initiated upon initiation of a vendor payment, or group of vendor payment requests submitted via the Payabli Servies. You are responsible for ensuring enough funds are available in the identified bank account prior to submitting vendor payment requests via the Payabli Services.
This authority is to remain in full force and effect until Payabli has received written notification from you of termination of this authorization, in such time and in such manner as to afford Payabli a reasonable opportunity to act on it.
EXHIBIT C
CARD PROGRAM TERMS
Payabli offers its clients card programs which issue physical and virtual cards to support managed payables, spend management, and other payment services. This Exhibit C outlines the terms of card issuance and usage.
Cards are issued by the financial institution partners set forth in the Issuing Bank Schedule Exhibit E of this Agreement each, an “Issuer”). The Agreement, this Exhibit, and the card program terms provided by Payabli to you from time-to-time (“Card Terms”) govern your use of the Cards. You may only use the cards if you, your administrators, and your Authorized Users consent to the applicable Card Terms, Authorized User terms, and any conditions imposed by Payabli. Issuers may update Card Terms at any time by providing notice to you through Payabli. Your continued use of the Cards after such notice constitutes your acceptance of the updated Card Terms.
A. Authorized Users may not make any charge that would cause Payabli to exceed or violate any of the limits set forth in this Section 3. Payabli may view these limits through the Payabli Services.
B. When Payabli opens an account for you, Issuer and Payabli will establish a “Total Spending Limit” for such account, which will be the maximum aggregate amount available for charges across all cards associated with such account. The initial Total Spending Limit will be set by Issuer and Payabli in their sole discretion. Payabli and Issuer may increase or decrease the Total Spending Limit at any time based on risk, credit, or compliance considerations.
C. For the purpose of supporting a Total Spending Limit for cards with “daily” payments, you may request use of a Payabli Business Account to open and fund a bank account with a designated Financial Institution Partner. Without limiting Section 3(b) above, to receive access to and maintain Cards with “daily” payments, the following additional terms and conditions apply: (i) you must be approved for and fund the bank account associated with your Payabli Business Account, (ii) you must be approved for a Card with a “daily” payment option; (iii) the Total Spending Limit will be based, in part, on the current balance in the Payabli Business Account and will decrease as transactions and holds are authorized; (iv) authorize us to automatically debit, without additional notice, your bank account for all charges and other amounts owed the following business day for all cleared transactions; (v) if you have not designated a default account for Cards with “daily” payments, we will treat your Payabli Business Account as the default account; (vi) if your Payabli Business Account is closed or the balance in your Payabli Business Account is zero, your Total Spending Limit will be zero; and (vii) if the necessary funds are not available in your default account, you agree that we may collect payment from any other bank account.
D. Subject to the Total Spending Limit, Issuer, Payabli, or its administrators may set and adjust from time-to-time spending limits for particular Cards (“Card Spending Limit”), as well as overall daily spending limits (“Daily Spending Limit”).
E. The aggregate amount available for charges on Cards associated with your account at any given time (the “Available Spend”) will be the lesser of: (i) the amount presented by us in the Payabli Services; or (ii) the Total Spending Limit. The amount available for charges on a particular Card will be subject to the Card Spending Limit and/or Daily Spending Limit (if any) for such Card.
You may request Cards for Authorized Users through your account but will only request Cards for and provide Cards to individuals (whether or not employees of Payabli) who are authorized by Payabli. Cards may be denied or canceled due to changes in Issuers’ policies, as required by Law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Authorized Users as virtual cards (i.e., cards issued without an associated physical card) or physical cards. You will be able to view transactions and manage your cards through the Payabli Services.
Authorized Users may only use Cards for bona fide business-related Charges. You are responsible for selecting who in your organization should have access to Cards. You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide business purposes and in compliance with the Rules. You are solely responsible for charges made by any individuals given access to Cards even if they are not the person associated with or named on the card. Payabli, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse charges for any reason. Payabli is not responsible for any losses, damages, or other harms caused by charges that are denied or reversed.
If, during a statement period, you request daily Card payments pursuant to Section 3(c) above, we will issue a periodic statement that includes all cleared charges as of the date we approve and implement the requested change (“Final Monthly Card Statement”). You authorize us to debit any of your accounts on the date of the Final Monthly Card Statement for the amount specified therein. If charges were made but not cleared as of the Final Monthly Card Statement date, those charges will be debited as described in Section 3(c).
If you have a dispute with a merchant or seller regarding the product or service that is the subject of a charge, you should contact the merchant or seller to resolve the dispute. If a charge is not appropriately addressed with the merchant or seller, then you may submit a chargeback of the charge by contacting Payabli via the Payabli Services or using Payabli’s support form. You acknowledge that Issuer and Payabli are subject to the Rules with respect to chargebacks and may not be able to charge back the charge successfully. If you believe a charge was unauthorized, or if you believe the periodic statement contains any errors, you should contact Payabli immediately through the Payabli Services or using Payabli’s support form. You must report any disputed charge or error no more than 60 days after the disputed charge posted to your periodic account. Notices for disputed charges must specify your details, details about the Authorized User, details about the disputed charge, and an explanation of your belief that the disputed charge was made in error or was unauthorized. Payabli will review the information submitted in a commercially reasonable manner. To avoid late fees and sustained reduction to Available Spend, you should pay the disputed charge while Payabli determines the validity of the dispute, except where a provisional credit has been issued. If the dispute is deemed valid, Issuer and Payabli will credit the disputed charge amount back to your account. You hereby assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant or seller for any disputed charge fully or partially credited to your account.
You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a card is lost, stolen, breached, or needs to be replaced. In such cases, you may request the issuance of replacement Cards by Issuers through your account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed. You will keep your Payabli accounts secure and only provide access to individuals that you have authorized. You will immediately disable an Authorized User’s access to the Cards if you know or believe any of your Payabli accounts or Cards have or may have been compromised or stolen or have been or may be misused, and you will promptly lock the Card via the Payabli Service and notify us of any known or reasonably suspected unauthorized access or use. You are ultimately responsible for financial loss caused by you, Authorized Users, or other persons given access to the Payabli Services, your Payabli accounts, or Cards, except as provided by the Rules. We may suspend access to your accounts or cards if we believe your accounts or cards have been compromised or that not doing so may pose a risk to you, Payabli, Issuers, or any third parties.
All charges and associated Fees for cards issued by a U.S. Issuer must be paid in USD (“Settlement Currency”). Some international charges may clear in a currency other than your Settlement Currency and will undergo a currency conversion. For those transactions, we typically include a margin on the exchange rate selected by the Issuer or Card Network. Our margin is a currency conversion fee paid by you that will not exceed three percent (3%) of the rate applied to the local currency amount. On your periodic statement, we will show the local currency amount prior to conversion and the amount you owe in the Settlement Currency. The exchange rate applied to your transactions may vary from time-to-time or among customers depending on a variety of factors, such as your relationship with us, the terms and policies of the Issuer or Card Network, the local currency, the type of transaction being conducted, the transaction amount, and the date and time of the currency exchange.
You are responsible for payment in full of all charges, Fees, and fines. We will provide you periodic statements identifying charges, Fees, fines, refunds, any other card transactions, or other amounts owed or credited to your accounts. Periodic statements may be delivered daily, monthly, or as otherwise described in materials we provide to you when you receive your Card or otherwise indicated by notice to you. When you sign up for a Payabli business account and apply for a card with monthly payments, we may offer you a Payabli Card with daily payments to use once you are approved for a Payabli business account while your application for the other card is under review. If you accept this offer, the Payabli Card with daily payments will be your temporary Card, and the terms of that Card will apply while your application for the other Card is under review. If we approve your application for a Card with monthly payments, the terms of that Card will apply upon notice of approval.
At the end of each billing cycle, or as otherwise specified in your periodic statement, Payabli will automatically debit your account(s) for all amounts owed as indicated on that statement and still owed to us. Payabli may, in its sole discretion, delay this debit for a period of time, and Payabli may debit any of your Payabli accounts the business day before the end of a billing cycle that day falls on a weekend or U.S. federal holiday. If an automatic debit fails for any reason, we will attempt to debit your account again, or your other accounts, for the amounts owed. You may make additional payments by logging in to your account.
If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any linked account. We may collect partial payments for unpaid amounts from any linked account, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.
Any amounts owed may be set off, debited, or collected from amounts in any account that you hold jointly with another party or open in the future, even if your original account has been closed. We may exercise this right against you or any of your respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of your assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.
Any failure to pay the full amount owed to Payabli when required is a breach of the Agreement and these terms and conditions. You are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees and including any expenses incurred by your actions or inactions, and you are responsible for paying interest on such amounts at up to the maximum rate permitted under law, to the extent we decide to charge such interest in our sole discretion.
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CCOUNTS, INCLUDING ACCOUNTS NO LONGER CONNECTED TO YOUR PAYABLI ACCOUNT, FOR ALL AMOUNTS YOU OWE UNDER THE AGREEMENT AND/OR THIS EXHIBIT C. PLEASE READ IT THOROUGHLY.
Your Authorization to Debit Accounts
You authorize Payabli, Issuers, or their respective successors and assigns to collect amounts owed under this Exhibit C and/or the Agreement by debiting funds from your bank accounts (including accounts no longer connected to your Payabli accounts). If Payabli, Issuers, or their respective assigns use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (Nacha) for business-related ACH debits. You also authorize us to debit your accounts for verification purposes (through microdeposits or similar means). Debits collected under your authorization may be carried out by and in the name of us or our successors or assigns.
Manner and Timing of Payment
We will debit accounts for all amounts owed to us in connection with our provision of the Payabli Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed. We may debit accounts separately for the payment of Fees that you incur.
You also authorize Payabli to debit accounts for all amounts owed to us immediately, on any date (including before the due date), and without additional notice where we determine, in our sole discretion, that (a) the total aggregate balance of accounts is less than the balance minimums required by our underwriting criteria, (b) you do not satisfy one or more of our other underwriting or credit requirements, or (c) you or the amounts owed to us pose or may pose an unacceptable risk to Payabli, its successors or assigns Program Partners, Third-Party Service Providers, or Issuers.
In the event there is an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to an account in the amount of such error on or after the date such error occurs.
Withdrawing Your Authorization
To withdraw the debit authorization from an account (including your Payabli business account), you must provide us with thirty (30) days’ prior written notice. If you withdraw the debit authorization from all accounts, you must pay all amounts owed under your account before or upon providing notice, including charges, Fees, fines, and other amounts not yet reflected on your periodic statements, and you authorize us to debit your account for such amounts before the withdrawal of authorization takes effect. If you have a Card with daily payments, please note that revoking the authorization of your Payabli business account as your linked account may reduce your Card spending limit or mean that you can no longer spend on your Card.
Withdrawal of a debit authorization does not terminate the Agreement or your obligation to pay all amounts owed under the Agreement. You are responsible for all costs of collections and damages if amounts owed are not paid in full by you when due.
EXHIBIT D
Check Terms
As an alternative to Card or ACH payments, you can also make payments to domestic payees by paper check, which will be processed and sent via regular mail. We will provide an anticipated send date for the check, but actual delivery dates will depend on the mail/courier and are outside our control. If you would like to request cancellation of a check that has been sent but not yet deposited by the payee, please contact our support team. Please see support.payabli.com for more information on estimated delivery times and cancellation options.
If you use the Remote Deposit Capture functionality, you must adhere to Nacha Operating Rules for the electronic debit and Federal Check Law (Check 21/Reg CC) for the physical document handling. Only consumer (personal) checks with Magnetic Ink Character Recognition (MICR) lines are eligible for ACH conversion. Business checks, government checks, and money orders must be processed as Image Cash Letters (ICL) to avoid Nacha violations. Storage of paper checks must be in a locked, secure environment for a period of 14 to 60 days. Checks must be professionally destroyed (shredded) immediately following the retention period to prevent duplicate presentment. Destruction must be certified. Remote Deposit Capture transactions must not exceed the $25,000 limit. You must provide clear and conspicuous notice through signage at the point of transaction informing customers that their paper check will be converted into an electronic ACH debit (Back Office Conversion). You hereby agree to indemnify Payabli if you fail to provide the required signage.
Last updated: September 25, 2023
NOTICE.
Please read these terms of use carefully. By accessing any Payabli web page, mobile application, or software development kit (collectively referred to as “Payabli Web Services”), you agree to be bound by the terms and conditions below. You also agree to be bound by the applicable legal agreements, including without limitation the Payabli Privacy Policy, Electronic Communication Agreement, and Credit Policy . These terms of use are a contract between you and Payabli and governs your use of all Payabli Web Services. If you do not agree to these terms, do not access any Payabli Web Services.
COPYRIGHT ® Payabli, Inc. 2023. ALL RIGHTS RESERVED.
Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Payabli, Inc. (“Payabli”) unless otherwise indicated.
USE OF INFORMATION AND MATERIALS.
The information and materials contained in the Payabli Web Services – and the terms, conditions, and descriptions that appear – are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by Payabli.
NO WARRANTY.
The information and materials contained in the Payabli Web Services, including text, graphics, links or other items, are provided “as is” and “as available”. Payabli does not warrant the accuracy, adequacy, or completeness of this information and materials and expressly disclaims liability for errors or omissions in this information and materials. No warranty of any kind, implied, expressed or statutory, including without limitation warranties of non-infringement or third party rights, title merchantability, fitness for a particular purpose and freedom from computer virus is given in conjunction with the information and materials in the Payabli Web Services.
LIMITATION OF LIABILITY.
In no event will Payabli be liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with the Payabli Web Services or use thereof or inability to use by any part, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Payabli or it representatives are advised of the possibility of such damages, losses or expenses. Hyperlinks to other internet resources are at your own risk; the content, accuracy, opinions expresses, and other links provided by these resources are not investigated, verified, monitored or endorsed by Payabli.
SUBMISSIONS.
All information submitted to Payabli via Payabli Web Services shall be deemed and remain the property of Payabli and Payabli shall be free to use, for any purpose, any ideas, concepts, know-how or techniques contained in information a visitor to Payabli Web Services provides Payabli through its use of the Payabli Web Services.
Any rights not expressly granted herein are reserved. If you have any questions or comments about the site, please send them to contact@payabli.com.
Last Updated: March 31, 2026
At Payabli, Inc. (“Payabli”), we respect your concerns about privacy. This Privacy Notice (“Notice”) relates to the collection of personal information from users of our websites (“Sites”) and web and mobile applications (“Apps”) in the course of our business activities.
For the purpose of this Notice, Payabli, “we” and “us” refer to Payabli, Inc. and its subsidiaries and affiliates, as the context requires. Our privacy practices vary depending on the services we provide. For some products and services, where required, we will provide additional privacy notices before collecting your personal information. We may also provide different or supplemental privacy notices for different countries.
Please read this Notice carefully. If you have any questions, you may contact us at contact@payabli.com or by the methods provided in the “Contact Us” section below.
Payabli provides financial transaction products and services for commercial and non-commercial enterprises. Those products and services include payment processing and additional payment solution products and services (collectively referred to as the “Services”). For our Customers, information about disclosures, transfers, and other processing of personal information as part of the Services is set out in documentation provided at or before onboarding. This Notice supplements—not replaces—that documentation and relates specifically to information we collect through our Sites and Apps.
Please be aware that not all information in this Notice will be directly applicable to our handling of your personal information. This Notice provides an overview of possible circumstances in which we may interact with your personal information. If you have any questions, please contact us at contact@payabli.com.
Payabli collects personal information from users of our Sites and Apps who might be Customers, prospective Customers, or Customer end users (“End Users”) engaging with our Sites and Apps as part of the Services.
Because Payabli’s relationship with End Users is indirect, we process such personal information only to provide Services in accordance with our Customer’s instructions. If you are an End User and have questions about your data, please contact the relevant Customer directly.
PERSONAL INFORMATION WE COLLECT
Through our Sites and Apps, subject to your consent where required, we may collect:
We may also anonymize or aggregate data for analytics, product development, and business insights, and share such data with affiliates and third parties.
SOURCES OF PERSONAL INFORMATION
We collect information from:
HOW WE USE THE PERSONAL INFORMATION WE COLLECT
We may use your information to:
HOW WE SHARE THE PERSONAL INFORMATION WE COLLECT
We may share data with:
We may also disclose data to comply with law or during business transactions (e.g., mergers).
We do not sell personal data for monetary compensation unless disclosed otherwise.
OUR RELATIONSHIP WITH AFFILIATE COMPANIES (INCLUDING SHARING AND CROSS-BORDER TRANSFERS)
Your data may be processed in the United States and shared with affiliates. We implement safeguards to ensure lawful data transfers and protection.
LOGIN DETAILS AND YOUR RESPONSIBILITY
We may process your information to manage login access. We use cookies to remember your device. We will never ask for your password via unsolicited communication.
HOW WE PROTECT AND DISPOSE OF PERSONAL INFORMATION
We implement administrative, technical, and physical safeguards to protect your data. However, internet transmissions are not fully secure.
When data is no longer needed, it is securely deleted or de-identified.
COOKIES AND OTHER TRACKING TECHNOLOGIES
We use cookies and similar technologies to:
Types include:
You can control cookies via browser settings.
HOW TO DELETE OR BLOCK COOKIES AND OTHER TRACKING TECHNOLOGIES
You can manage cookies through your browser settings. Blocking cookies may affect site functionality.
EXTERNAL LINKS
Our Sites may link to third-party websites. We are not responsible for their privacy practices.
MANAGING YOUR PREFERENCES
We may send marketing communications (email, SMS, phone, etc.) where permitted. You can opt out anytime via unsubscribe links or requests.
Mobile data will not be shared with third parties for their own marketing.
YOUR LEGAL RIGHTS
Depending on your location (e.g., California), you may have rights to:
CHILDREN
Our Sites are not intended for users under 18.
CHANGES AND UPDATES
We may update this Notice at any time. Continued use indicates acceptance of changes.
CHOICE OF LAW
This Notice is governed by the laws of Florida.
ARBITRATION
Disputes are subject to binding arbitration in Miami, Florida.
CONTACT US
Payabli Inc.
25 SE 2nd Ave., Suite 550-288
Miami, FL 33131
support@payabli.com
(213) 282-8787
To process requests, we may need to verify your identity.
