Checkbook Payment Terms

1. Agreement

1.1. These Terms & Conditions for Businesses (“T&Cs”) are a legal agreement between Customer and Checkbook Inc., (“Checkbook”) and govern Customer’s use of Checkbook’s payment processing services, software, programs, documentation, tools, hardware, components, updates (including software maintenance, service information, help content, bug fixes or maintenance releases), websites, cloud-based solutions and other products and services provided by Checkbook (the “Services”).

1.2. Because Checkbook offers the Services through Checkbook’s website, mobile applications and integrations with third-party websites and mobile applications (“Platform”, “Platforms”, “Platform Partners”), the Platform Partners’ terms of service and privacy policies apply to its use of the Services.

1.3. Customer must agree and accept these T&Cs, all policies referenced herein, and those found on its website www.checkbook.io (“Policies”) in order to use the Services. Customer accepts these T&Cs by:

1.3.1. using the Services; and

1.3.2. clicking to accept and agree to these T&Cs when this option is provided in the user interface for a Service.

2. Registration

2.1. To create its Checkbook account (“Account”) Customer must register with Checkbook, and provide information, including but not limited to name, email address, and a self-selected password. Customer must also provide account information for at least one verified U.S. business bank account. Customer represent and warrant that the information provided is complete, accurate, and up to date. Businesses shall provide information, which may include but is not limited to street address, telephone number, tax identification number and for at least one principal of the Business their social security number, date of birth and other identifying information. Customer agrees to provide supplemental documentation upon request (including but not limited to: articles of incorporation; passport; driver’s license or business license).

2.2. Customer authorizes Checkbook, directly and through third parties, to make inquiries and verify that the information provided is accurate (e.g., social media and third party databases). Customer expressly authorizes Checkbook to request a credit report that contains a Customer representative’s name and address.

2.3. Checkbook reserves the right to deny use of the Services, change the account type, suspend, terminate, or close an Account of a Customer that provides information that cannot be verified, is inaccurate, untrue, incomplete or who fails to comply with a request for additional information and otherwise fails to comply with the registration requirements.

3. Customer’s passwords and account security

Customer is fully responsible for maintaining the secrecy and security of Customer’s Account access credentials. Customer is responsible for all use of or action taken using Customer’s Account access credentials, including but not limited to any actions taken by persons to whom it has granted access. If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify Checkbook immediately.

4. Checkbook’s Role and Customer’s Responsibilities

4.1. Checkbook is a Payment Service Provider (“PSP”) for any payment settlement network that governs payment processing (“Network” or “Networks”), including but not limited to, the ACH network, Fedwire®, Check21 network, The Clearing House, and VISA/Mastercard Network, and other debit, credit and return transactions (“Transactions”). Checkbook is not a bank, money transmitter, or Money Services Business (“MSB”). Checkbook may act as End User’s (i.e. Payee’s) agent in so far as collecting payments/funds from Payors. In the case where Checkbook acts as “Agent of Payee” it will inform Payee when it has collected funds/payments from the Payor(s) and the Payee agrees to credit the Payors’ account(s) at the time Checkbook provides such confirmation.

4.2. Checkbook does not assume liability for fraud, originator or receiver side of the Transaction. Checkbook will use commercially reasonable methods for delivery of payments pursuant to instructions provided by the originator. Checkbook is not responsible for incorrect disbursement/collection of payments by a recipient so long as Checkbook follows the payment instructions provided by the originator.

4.3. CHECKBOOK IS NOT RESPONSIBLE FOR FRAUD, MIS-DISBURSEMENT OR OTHER WRONGFUL DISPOSITION OF FUNDS CAUSED BY ACTION OF ANOTHER.

4.4. As a PSP, Checkbook collects, analyzes and relays information generated in connection with payments to and from Checkbook’s Customers. Customer authorizes Checkbook to provide such information to financial service providers (“FSP” or “FSPs”) in order for the FSP to facilitate payments from and to its users through the various payment Networks. As a result Checkbook through its FSP conducts the settlement of Checkbook’s Customers Network Transactions. Checkbook does not hold or own funds in connection with the Services, nor does Checkbook transmit money or monetary value. In connection with the Services, Checkbook does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission.

4.5. As a PSP, Checkbook enters into agreements with Networks and FSPs. Customer is not a third-party beneficiary of these agreements. Each Network and FSP is a third-party beneficiary of these T&Cs and may enforce these T&Cs against Customer. Some third parties may require a direct agreement with Customer. If Customer is required to enter into such an agreement and, if it declines to do so, Checkbook may suspend or terminate Customer’s Account.

4.6. If the originated payment is settled through the Check21 network, either by Customer or by Checkbook, Checkbook will create a paper version of the check being used for payment and store it in a vault. This check will be stored in compliance with applicable statutory regulations and guidelines.

4.7. If Customer is using the Checkbook Recurring Payments (the feature within the Checkbook platform that allows users to automatically send out payments at set intervals to the same recipient, essentially setting up a recurring billing schedule) or Checkbook Invoices (the digital invoices generated through the platform to request payment from a recipient, which can also be configured to include recurring billing options for consistent payments), Customer agrees that it is its responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (a.k.a. Reg. E), including by capturing its customers’ agreements to be billed on a recurring basis. Customer may not resell any hardware provided to Customer by Checkbook or a third party for use with the Services.

4.8. Customer has an independent obligation to comply with all applicable laws and regulations related to the Services. Customer expressly acknowledges and agrees it is assuming the risk of its non-compliance with the rules governing the processing of transactions for the Network(s) (“Operating Regulations”).

5. Representations & Warranties

5.1. Checkbook represents, warrants and undertakes that:

5.1.1. it has the full right, power, legal capacity and authority to perform its obligations under these T&Cs, and by entering into these T&Cs, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;

5.1.2. there is no action, suit or proceeding at law or in equity now pending or, to the its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;

5.1.3. it complies and shall continue to comply with all applicable legislation, regulations and any and all directives, standards and/or guidelines of any applicable regulatory, governmental or other authority, card scheme or payment network or other (including PCI Security Standards Council) relating to its obligations pursuant to these T&Cs;

5.1.4. it has and shall maintain (as applicable) for the duration hereof all necessary licenses, consents and approvals for the provision of the Checkbook Services in accordance with these T&Cs;

5.1.5. in undertaking its obligations pursuant to these T&Cs it will exercise at least the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business as Checkbook under the same or similar circumstances, but in no event with less than reasonable care;

5.1.6. the Checkbook Services will not infringe the intellectual property rights of any person in any jurisdiction and under any applicable law;

5.1.7. it shall not sell, resell, assign or otherwise transfer rights to, use, reproduce, decompile, reverse engineer, modify or distribute any proprietary information of Marketplace Owner or Marketplace User that is not expressly authorized in these T&Cs or elsewhere.

5.2. Customer represents, warrants and undertakes that:

5.2.1. it has the full right, power, legal capacity and authority to perform its obligations under these T&Cs, and by entering into these T&Cs, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;

5.2.2. there is no action, suit or proceeding at law or in equity now pending or, to the its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;

5.2.3. it complies and shall continue to comply with all applicable legislation, regulations and any and all directives, standards and/or guidelines of any applicable regulatory, governmental or other authority, relating to its obligations pursuant to these T&Cs;

5.2.4. in undertaking its obligations pursuant to these T&Cs it will exercise at least the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business as Customer under the same or similar circumstances, but in no event with less than reasonable care;

5.2.5. Customer shall not sell, resell, assign or otherwise transfer rights to, use, reproduce, decompile, reverse engineer, modify or distribute any proprietary information of Checkbook that is not expressly authorized in these T&Cs; and

5.2.6. Customer is not sanctioned by the United States and is not on the U.S. Department of the Treasury’s Office of Foreign Assets Control list or any other list where transactions with Customer are prohibited by the United States.

6. Underwriting and Sharing Information

Checkbook may share some or all of the information about Customer and its transactions with its FSP(s), Networks and other Platform Partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Checkbook, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose.

7. API Developer Relationship with Checkbook

7.1. Checkbook offers an API to retrieve information from or submit requests to Checkbook. If Customer uses the Checkbook API to develop applications and integrate the Services into its website or mobile application, then the users that these applications or integrations serve are subject to the terms of these T&Cs.

7.2. Checkbook will issue Customer an access token for each user of its website or application who creates an Account. Access tokens are the property of Checkbook, and misuse of access tokens could cause substantial loss and damage to Checkbook.

8. Prohibited Activities

8.1. Customer acknowledges and agrees that it will not accept payments or use the Services in connection with the following activities, items or services: Adult content and services (pornography, obscene materials, prostitution, escort services, massage parlors, or any sexually explicit services), illegal or regulated substances (drugs, alcohol, drug paraphernalia, medical marijuana, or any related items), financial crimes (bail bonds, bankruptcy payments, dishonored checks, uncollectible items, counterfeit or suspected counterfeit goods, unlawful debt collection, pyramid schemes, or Ponzi schemes), illegal gambling and betting (lottery tickets, casino chips, off-track betting, or race wagers), violence and hate (content or services that promote hate, violence, racial intolerance, or the financial exploitation of a crime), illegal or harmful activities (unlawful products or services, activities that encourage violence or self-harm, and instructions for harmful or illegal acts), weapons (firearms, ammunition, weapon replicas, or related items), and unauthorized pharmaceuticals (internet pharmacies or pharmacy referral services).

8.2. Customer may not use the Service for:

8.2.1. competing with Checkbook; nor

8.2.2. transferring funds between bank accounts held in the same name.

8.3. If Checkbook determines that Customer has received funds resulting from fraud or other prohibited activity, those funds may be frozen, returned to the Payor, or seized.

8.4. If Checkbook has reason to suspect that Customer’s Account has been used for an unauthorized, illegal, or criminal purpose, Customer expressly authorizes Checkbook to share information about Customer, Customer’s Account, its access to the Services, and its transactions with law enforcement.

9. Taxes

9.1. Customer is solely responsible for determining, collecting, withholding, reporting and remitting any taxes to the appropriate tax authority.

9.2. Checkbook will not determine whether taxes apply, nor calculate, collect, report and remit taxes to any tax authority arising from Customer’s use of Checkbook Services.

10. Dormant Accounts

If there is no activity in Customer’s Account (including access or payment transactions) for 24 weeks or more Checkbook reserves the right, in its sole discretion, to close Customer’s Account.

11. Privacy and Security

11.1. Checkbook has implemented technical and organizational measures designed to secure Customer information from accidental loss and unauthorized access, use, alteration or disclosure. Notwithstanding, Checkbook cannot guarantee that unauthorized third parties will never defeat these measures or use Customer information for improper purposes.

11.2. Checkbook will maintain all applicable PCI DSS requirements to the extent that it possesses or otherwise stores, processes, or transmits cardholder data on Customer’s behalf, or to the extent that Checkbook could impact the security of Customer’s cardholder data environment.

12. Termination & Suspension

12.1. Checkbook may terminate these T&Cs and close its Account for any reason or no reason at any time with notice to Customer.

12.2. Checkbook may also suspend the Service and instruct Checkbook’s FSP to suspend access to Customer’s Account (including the funds in its Account) if Customer:

12.2.1. fails to pay its bills, dues, and charges whether they are per transaction or subscription based (“Fees”),

12.2.2. has violated the terms of the Checkbook’s policies or these T&Cs,

12.2.3. poses an unacceptable credit or fraud risk, or

12.2.4. provides false, incomplete, inaccurate, or misleading information or otherwise engages in fraudulent or illegal conduct.

12.3. If its Account is terminated for any reason or no reason, Customer agrees:

12.3.1. to continue to be bound by these T&Cs,

12.3.2. to immediately stop using the Service and to remove all logos from its website and wherever else they are displayed,

12.3.3. that the license provided under these T&Cs shall end,

12.3.4. that Checkbook reserve the right (but have no obligation) to delete all of its information and Account data stored on Checkbook’s servers, subject laws and regulations applicable to such information, and

12.3.5. that Checkbook shall not be liable to Customer or any third party for termination of access to the Service, deletion of its information or Account data, or export of its information or Account data.

12.4. When Customer closes its Account:

12.4.1. any pending transactions will be canceled. Any funds that Checkbook thru it’s FSP is holding in custody for Customer at the time of closure, less any applicable Fees, will be paid out to Customer according to its payout schedule, assuming all payout-related authentication requirements have been fulfilled (e.g., Customer may not close its Account as a means of evading its payout schedule); and

12.4.2. an investigation is pending, Checkbook may hold Customer’s funds in accordance with these T&Cs until such investigation is complete.

12.5. Checkbook will not be liable to Customer for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of these T&Cs does not relieve Customer of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by Customer to Checkbook as provided in these T&Cs.

13. Customer’s License

13.1. Checkbook grants Customer a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds Customer receives. Customer will be entitled to download updates to the Service, subject to any additional terms made known to Customer at that time, when Checkbook makes these updates available.

13.2. Customer may not directly or indirectly (via third-party or other scheme) do any of the following:

13.2.1. access or monitor any material or information on any Checkbook system using any manual process or robot, spider, scraper, or other automated means unless Customer has separately executed a written agreement with Checkbook referencing this section that expressly grants Customer an exception to this prohibition;

13.2.2. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Checkbook;

13.2.3. permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement;

13.2.4. transfer any rights granted to Customer under these T&Cs;

13.2.5. perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by Checkbook’s other users, or impose an unreasonable or disproportionately large load on Checkbook’s infrastructure.

14. Checkbook’s Intellectual Property Rights

The Service is licensed and not sold. The Service is protected by copyright, trade secret and other intellectual property laws. Checkbook owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. These T&Cs do not grant Customer any rights to Checkbook’s trademarks or service marks, nor may Customer remove, obscure, or alter any of Checkbook’s trademarks or service marks included in the Service.

15. Indemnity

Customer will indemnify, defend and hold Checkbook and its processors, and Platform Partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party that arises out of or relates to:

15.1. any actual or alleged breach of your representations, warranties, or obligations set forth in these T&Cs, including without limitation any violation of the Policies or the Operating Regulations;

15.2. Customer’s wrongful or improper use of the Services;

15.3. any transaction submitted by Customer through via the Services (including without limitation the accuracy of any product information provided or any claim or dispute arising out of products or services offered or sold by Customer);

15.4. Customer’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;

15.5. Customer’s gross negligence or willful misconduct; and

15.6. Customer’s violation of any law, rule or regulation of the United States or any other country.

16. Disclaimer of Warranties by Checkbook

16.1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CHECKBOOK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CHECKBOOK, ITS PROCESSORS, PROVIDERS, LICENSORS AND FSPs (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS.

16.2. CHECKBOOK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CHECKBOOK WILL NOT BE A PARTY TO, OR INVOLVED IN, MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

17. Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO THE EXTENT OF CHECKBOOK’S INTENTIONAL MISCONDUCT OR INTENTIONAL BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY, ITS CUSTOMERS, PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANKS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE CHECKBOOK SERVICE. NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CHECKBOOK SERVICES, CHECKBOOK PLATFORM, MARKETPLACE OWNER SERVICES, MARKETPLACE OWNER’S CHECKBOOK ACCOUNT OR THE INFORMATION CONTAINED THEREIN SHALL NOT EXCEED THE IMMEDIATELY PRECEEDING SIX MONTHS OF THE FEES RECEIVED BY CHECKBOOK. THIS LIMITATION DOES NOT APPLY TO THE OTHER PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

18. Binding Individual Arbitration

All claims and disputes (whether involving contract, tort, equitable, statutory or any other legal theory) between Customer and Checkbook, including but not limited to any claims relating in any way to these T&Cs (including its breach, termination and interpretation), and any other aspect of its relationship with Checkbook (e.g., advertising, software, services, etc) before or after these T&Cs are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. Notwithstanding the foregoing, Checkbook may choose to pursue a claim in court if Customer fails to timely pay amounts due. Checkbook may assign Customer’s account for collection, and the collection agency may pursue any claim, including but not limited to the collection of past due amounts, interest and cost of collection, permitted by law and these T&Cs.

19. Governing Law

These T&Cs and any Dispute will be governed by California law and applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

20. Limitation on Time to Initiate a Dispute

Unless otherwise required by law:

20.1. an action or proceeding by Customer relating to any disagreement pertaining to a payment transaction facilitated by Checkbook under this agreement (“Payment Dispute”) must commence within six months of initiation of such payment/transaction.

20.2. an action or proceeding by the Parties relating to any Commercial Dispute (a dispute that is not a Payment Dispute) must commence in accordance with the applicable statute of limitations.

21. Third Party Services and Links to Other Websites

If Customer decides to use third party services, including one of Checkbook’s Platform Partners, Customer will be responsible for reviewing and understanding the terms and conditions associated with them. Customer agrees that Checkbook is not responsible for the performance of these third-party services. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Checkbook. Checkbook expressly disclaims any liability for these websites.

22. Marketing

Intentionally omitted.

23. Modification of Checkbook Services

Checkbook reserves the right to modify, update, and discontinue any features or functionalities of Checkbook’s platform at any time, at Checkbook’s sole discretion, and without prior notice to Customer. These changes may include, but are not limited to, enhancements, adjustments, or the removal of specific features. Checkbook is committed to continually improving Checkbook’s services and appreciates its understanding that such modifications are necessary to maintain Checkbook’s service quality and innovation. In the event that a modification would cause a material adverse effect Checkbook will provide prior written notice. Customer’s engagement and satisfaction are important to us, and Checkbook strives to keep Checkbook’s platform aligned with its needs and expectations.

24. Checkbook’s Fees

24.1. The Fees charged to use the Service are found on the website. Fees are collected directly by Checkbook or a Platform Partner to complete the transaction processing and may be withheld from payments received by Customer.

24.2. Checkbook charges fees for exception processing, such as chargebacks and returns. Customer agrees to pay Checkbook the Fees that are posted from time to time by Checkbook or the Platform Partner. Fees posted by Checkbook and the Platform Partner are cumulative.

24.3. Checkbook reserves the right to change Checkbook’s Fees without notice. By continuing to use the Service, Customer consents to the change in Fees. To withdraw its consent, Customer must close its Account.

25. Customer’s Payment Authorization

25.1. Customer authorizes the Checkbook through its FSP to hold, receive, disburse and settle funds on its behalf. Customer’s authorization permits Checkbook though its FSP to generate a paper draft or electronic funds transfer to process each payment transaction that Customer authorizes.

25.2. Customer authorizes the FSP to initiate electronic Network entries to each bank account for which Customer inputs or enables the retrieval of the routing number and account number, card number on Checkbook’s website, mobile app or any other ingress point such as through one of Checkbook’s Platform Partners, and to initiate adjustments for any transactions credited or debited in error. Customer agrees to be bound by the Network Rules, and Customer agrees that all Network transactions that Customer initiates will comply with all applicable law.

25.3. Customer agrees that its use of Checkbook’s API constitutes permission for Checkbook to retain and log its payment authorization requests and that Checkbook’s online logs will be evidence of such payment authorization(s)

25.4. Customer’s authorization will remain in full force and effect until Customer notifies Checkbook that Customer revokes same by contacting Checkbook Customer Support in accordance with instructions on Checkbook’s website or by closing Customer’s Account. Customer understands that Checkbook requires a reasonable time to act on its revocation, not to exceed five business days.

26. Checkbook’s Set-Off and Collection Rights

26.1. To the extent permitted by law, Checkbook may set off any obligation Customer owes Checkbook under these T&Cs (including chargebacks) against any credit in Customer’s Account or against any amounts due to Customer. All Fees are deducted first from the transferred or collected funds and thereafter from Customer’s Account. If Customer does not have sufficient funds, Checkbook thru it’s FSP may collect from any funding source associated with Customer’s Account, or from any other Account under its control, or from any funding source associated with such other Account, including but not limited to any funds

26.1.1. deposited by Customer,

26.1.2. due to Customer under these T&Cs, or

26.1.3. available in its bank account, or other payment instrument registered through Checkbook. Customer’s failure to pay in full amounts that Customer owes Checkbook on demand will be a breach of these T&Cs.

26.2. Customer will be liable for Checkbook’s costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and interest at the lesser of 1.5% per month or the highest rate permitted by law. In its discretion, Checkbook may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

27. E-Sign Disclosure and Consent

27.1. By accepting these T&Cs, Customer agrees and consents to receive all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Checkbook provides in connection with its Account and the Services, electronically.

27.2. Communications may be sent by:

27.2.1. email to the primary email address listed in its Account registration,

27.2.2. emailing Customer a link or instructions on how to access them, and

27.2.3. where permitted by law, by posting the Communications at www.checkbook.io

28. Amendments

No modification or amendment to these T&Cs shall be binding upon the Parties unless in a mutual written instrument signed by a duly authorized representative of each party.

29. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of these T&Cs shall survive and remain in effect in accordance with its terms upon the termination of these T&Cs.

30. Entire Agreement

These T&Cs along with internal references constitute the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral. Except as expressly provided in these T&Cs, these terms are a complete statement of the agreement between Customer and Checkbook, and they describe the entire liability of Checkbook and its vendors and suppliers (including processors) and its exclusive remedy with respect to its access and use of the Service. If any provision of these T&Cs is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The T&Cs do not limit any rights that Checkbook may have under trade secret, copyright, patent, and other laws. Checkbook’s failure to assert any right or provision under these T&Cs shall not constitute a waiver of such right or provision.

Terms & Conditions for Accounts Receivable

The following sections apply if Customer is using Checkbook’s platform for collecting payments i.e., payments Customer is collecting for goods and/or services sold/transferred.

31. Transactions

31.1. Upon the release of transaction information by Checkbook, a Payor will be debited or charged by Checkbook, unless the Payor has already pushed i.e., initiated the funds transfer. Customer agrees that the Payor’s obligation to the recipient is treated as paid after processing has been initiated by Checkbook and the transaction enters the “Completed” status in Checkbook. After the initiation of processing by Checkbook, Customer agrees not to attempt to collect or otherwise seek payment from the Payor, because Customer agrees that Payor’s obligation to Customer has been conclusively discharged. Transactions may stay in a “Pending” state before “Completed” if Checkbook is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are “Completed”.

31.2. Transactions may be disputed by the Payor up to the number of days stipulated in applicable Network regulations from the date the transaction appears in the Payor’s bank account. Disputes resolved in favor of the Payor may result in reversal of the disputed transaction.

31.3. Checkbook reserves the right to limit or restrict transaction size or volume at any time. If Customer would like to increase its limits, please contact Checkbook Support.

32. Payout Schedule

32.1. Checkbook through its FSP will transfer funds to its bank account according to the typical schedule applicable to the specific Network used to transfer the funds. Regardless of the Network used to transfer the funds, Checkbook through its FSP will transfer funds to its bank account no more than 30 days after funds settle to the FSP, subject to any “Reserve” see below. If Checkbook cannot transfer the funds to its bank account (due to inaccurate or obsolete bank account information entered by Customer, or for any other reason), Checkbook may refund the funds to the Payor or escheat them pursuant to the terms hereof. Neither the FSP, Checkbook, nor the Payor will have any liability to Customer for funds so refunded.

32.2. Settlements to a bank account may be limited or delayed based on its perceived risk and history with Checkbook. If Customer would like to request an increase to its settlement limit, please contact Checkbook Support.

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

32.4. If Checkbook suspects future chargebacks and disputes as a result of Customer’s historical transaction performance, Checkbook may defer payout and restrict access to its funds until Checkbook reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Checkbook’s sole discretion.

33. Reserve

33.1. In order to continue use of the Services, Checkbook may require a certain balance that Customer maintain in its Account (“Reserve”) to secure the performance of its payment obligations under these T&Cs. The decision to require a and the amount of the Reserve is made at Checkbook’s sole discretion.

33.2. If Customer does not have sufficient funds to satisfy its required Reserve, Checkbook may fund the Reserve from any funding source associated with Customer’s Account, or from any other Account under its control or funding source, including but not limited to funds:

33.2.1. credited to Customer’s Account,

33.2.2. due to Customer under these T&Cs, or

33.2.3. available in its bank account, or other payment instrument registered with us.

33.3. Customer grants Checkbook a security interest in and lien on all funds held in the Reserve, and also authorizes Checkbook to make withdrawals and debits from the Reserve, without prior notice to Customer.

33.4. Customer will execute all additional documentation required for Checkbook to perfect Checkbook’s security interest in the Reserve. This security interest survives for as long as Checkbook hold funds in its Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law.

33.5. Customer irrevocably assigns to Checkbook all rights and legal interests to all interest and other earnings that accrue in the Reserve.

34. Refunds and Returns Provided by You

Customer agrees to process returns of, and provide refunds and adjustments for, goods or services through its Account in accordance with these T&Cs and the Operating Regulations and Network Rules, as applicable. The Operating Regulations require that Customer will

34.1. maintain a fair return, cancellation or adjustment policy;

34.2. disclose its return or cancellation policy to Payors at the time of purchase,

34.3. not give cash refunds to a Payor in connection with a payment processed through Checkbook’s Service, unless required by law, and

34.4. not accept cash or other item of value for preparing a sale refund through the applicable Network. Customer’s refund policies must be the same for all payment methods.

35. Chargebacks

35.1. The full amount of a payment may be charged back to Customer if

35.1.1. it is disputed by a Payor,

35.1.2. it is reversed for any reason,

35.1.3. it was not authorized or Checkbook has a reason to believe that the transaction was not authorized, or

35.1.4. it is unlawful, suspicious, or in violation of the terms of these T&Cs.

35.2. Customer will immediately pay Checkbook the amount of any chargeback and associated Fees, fines, and penalties.

35.3. If Customer has pending chargebacks, Checkbook through its FSP may delay payouts to Customer.

35.4. Checkbook may withhold the amount of the potential chargeback from payments otherwise due to Customer under these T&Cs until such time that:

35.4.1. a chargeback is assessed due to a Payor’s complaint, in which case Checkbook’s FSP will retain and refund the funds;

35.4.2. the period of time under applicable law or regulation by which the Payor may dispute that the transaction has expired; or

35.4.3. Checkbook determines that a chargeback on the transaction will not occur.

35.5. If Checkbook determines that Customer is incurring an excessive amount of chargebacks, Checkbook may establish controls or conditions governing Customer’s Account, including without limitation, by

35.5.1. assessing additional Fees,

35.5.2. creating a Reserve in an amount reasonably determined by Checkbook to cover anticipated chargebacks and related fees,

35.5.3. delaying payouts, and

35.5.4. terminating or suspending the Service or closing Customer’s Account.

35.6. Customer agrees to assist Checkbook when requested, at its expense, to investigate any of its transactions processed through the Service. To that end, Customer permits Checkbook to share information about a chargeback with the Payor, the Payor’s financial institution, and its financial institution in order to investigate and/or mediate a chargeback. Checkbook will request necessary information from Customer to contest the chargeback. If the chargeback is contested successfully, Checkbook will release the reserved funds to Customer. If a chargeback dispute is not resolved in its favor by the Networks or issuing bank or Customer chooses not to contest the chargeback, Checkbook may recover the chargeback amount and any associated fees as described in these T&Cs. Customer acknowledges that its failure to assist Checkbook in a timely manner when investigating a transaction, including providing necessary documentation within seven days of Checkbook’s request, may result in an irreversible chargeback. Checkbook reserve the right, upon notice to Customer, to charge a fee for mediating and/or investigating chargeback disputes.

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