AffiniPay Services Agreement

Effective Date: 29th April, 2023

These AffiniPay Terms of Service (this “Agreement”) is a legal agreement between you (“Customer,” “you” or “your”) and AffiniPay, LLC (d/b/a LawPay, LawPayPro, CPACharge, ClientPay, ClientCredit, MyCase, CasePeer, Docketwise, Woodpecker and MedPay) (“AffiniPay,” “we,” “our” or “us”). As used in this Agreement, the “Service” and the “Services” refers to AffiniPay’s proprietary payment processing services, the Platform, as well as our website, APIs, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, enhancements, updates, upgrades, derivatives, bug fixes or maintenance releases to our Services) to any of the foregoing provided to you by AffiniPay, directly or indirectly. To use the Services, you must agree to all the terms of this Agreement, and by using the Services, you agree to all the terms of this Agreement. As used in this Agreement, the “Platform” refers everything located at https://www.mycase.com/, https://www.lawpay.com/, https://www.cpacharge.com/, https://www.clientpay.com/, https://www.casepeer.com/, https://www.docketwise.com/, https://www.woodpeckerweb.com/, and all subdomains thereof, including without limitation, software, code, algorithms, hosted services, and web interfaces, and related services, including without limitation, our proprietary software as a service platform, a suite of online legal practice management hosted software services, which includes our core legal practice management software solution, as well as certain value-added services to which you may subscribe.

This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.affinipay.com and on the other websites of our Platform (collectively, the “Website”). You should specifically review the User Guide posted on our Website (the “User’s Guide”), which is hereby incorporated by reference and is made a part of this Agreement. Capitalized terms used but not defined herein have the meanings set forth in Appendix A.

If you are entering into this Agreement as an agent, employee, or representative of your employer, the terms “Customer,” “you” and “your” also means your employer and/or any other party on whose behalf you act, and you represent and warrant that you have the authority to act on such party’s behalf and bind such party to the terms of this Agreement.

  1. Your Relationship with AffiniPay and with Others

    The Services allow you to receive payments by card and bank transfer from persons or entities (“Purchasers”) who wish to pay you for goods, services, deposits or other transactions authorized by Network Rules. Neither AffiniPay, nor any Bank, is a party to these transactions.

    For payments by card, AffiniPay initiates the payment process by providing information, directly or indirectly, to the Networks. The Bank is obligated to pay you under both (a) the provisions of its agreement with AffiniPay, and (b) Network Rules that make the Bank responsible for settling with you as a merchant. For payments by bank transfer, AffiniPay initiates the Automated Clearing House (“ACH”) payment process by providing information to the Bank through the National Automated Clearing House Association (“NACHA”).

    You acknowledge and agree that, from time to time, another person or entity may submit or modify transactions on your behalf, including, without limitation, owners, principals, employees, officers, accountants or other designated third parties. Such a person or entity is referred to herein as an “Account Administrator.” You agree that all actions of an Account Administrator will be deemed to be your actions under this Agreement, and you accept full responsibility and liability for any and all acts and/or omissions of an Account Administrator.

  2. Limitations on AffiniPay’s and Others’ Responsibility

    Use of our Services in no way represents any endorsement by AffiniPay or any Network, of any user’s existence, legitimacy, ability, policies, practices, or beliefs. AffiniPay does not have control of, or liability for, goods or services that are paid for via the Services. AffiniPay does not provide legal advice and is not engaged in the practice of law. The Platform is designed and intended to be used by licensed attorneys and legal professionals in the United States. Your use of the Platform for any other purpose or in any other manner is at your own risk.

  3. Our Fees

    Payment Processing Services

    AffiniPay charges transaction processing fees to you for using the Services, as well as certain other fees, as set forth in the online sign-up flow and/or on the Pricing Addendum attached hereto as Appendix B, which is incorporated into and made a part of this Agreement. These fees (the “Processing Fees”) are debited from your bank account(s) or netted against other funds due to you, but you agree to pay the Processing Fees regardless of whether there are funds due to you or there is sufficient money in your bank account for us to debit. Subject to the terms of this Agreement, Network Rules, and Law, we reserve the right to change our Fees at any time upon notice to you. From time to time, the card brands may change applicable pass through fees or we may change the allocation of such pass through fees without prior notice, however the current allocation will be detailed on Appendix B.

    By continuing to use the Services, you consent to the change in Fees. Fees are non-refundable. To withdraw your consent, you must close your Account.

    Software Services

    You will pay certain non-refundable fees for Software Services offered by AffiniPay in the amount set forth in the online sign-up flow (the “Service Fees”) and according to the billing frequency stated therein. Service Fees are due and payable on the date of the invoice. Service Fees are charged on a per authorized user basis. We may increase Service Fees from time to time by providing you with no less than thirty (30) days advance notice; provided, however, the Service Fees for any Software Service subject to a fixed term, will only be increased at the time of renewal of your subscription to such Software Service. Service Fees are non-refundable, including if you terminate your subscription early.

    You may incur certain other non-refundable fees or charges for your use of the Software Services, including certain value-added services, in addition to the Service Fees (“Additional Fees”, and together with the Processing Fees and Service Fees, “Fees”). Any Additional Fees will be set forth in the additional online sign-up flow for such service.

    All Services

    You acknowledge that your failure to pay any Fees when due may result in suspension or termination of your subscription to the Services. If you fail to pay any of the fees or charges due hereunder, AffiniPay reserves the right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by AffiniPay in connection with the collection of such delinquent amounts, including without limitation, any and all court and related costs, attorneys’ and/or collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by Law.

    You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charges of any kind imposed by federal, state or local governmental entity on the transactions contemplated by this Agreement. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section 6, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

  4. E-Sign Disclosure and Consent

    1. Consent to Electronic Disclosures and Notices. By registering for an AffiniPay account, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services. You also agree that your electronic consent will have the same legal effect as a physical signature.
    2. Methods of Delivery. You agree that AffiniPay can provide Communications regarding the Services to you through our Website, or by sending Communications to the email or physical addresses identified in your Account. Communications may include notifications about your Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Communication has the same legal effect as if we provided you with a physical copy. We will consider a Communication to have been received by you, and a Communication will be deemed to have been received by you, within 24 hours of the time a Communication is either posted to our Website or emailed to you.
    3. Requirements for Delivery. You will need a computer or mobile device, Internet connectivity, and an updated browser to access the Website and review the Communications provided to you. If you are having problems viewing or accessing any Communications, please contact us and we can find another means of delivery.
    4. Text Messages. You authorize us to provide Communications to you via text message to allow us to verify your or your representative’s authority to use the Services (such as through two-step verification), and to provide you with other time-sensitive notifications regarding the Services. Standard text or data charges may apply to such Communications. Where offered, you may disable text message notifications by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security controls relating to the Services and may increase your risk of loss.
  5. Compliance with Law; Prohibited Businesses and Activities.

    You must comply with all Laws and Network Rules in your use of the Services. You may not use the Services to enable any person (including you) to operate or otherwise benefit from any activities AffiniPay has identified as a prohibited business or activity, (collectively, “Prohibited Businesses”). The list of Prohibited Businesses, which may be amended from time to time, can be found here. Prohibited Businesses include, but are not limited to, use of the Services for personal, family or household purposes or in or for the benefit of a country, organization, entity, or person embargoed or blocked by the United States government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Please review the list of Prohibited Businesses thoroughly before registering for and opening an Account. If you are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to you, please contact us. We may add to or update the Prohibited Business list at any time. In addition, you may not, and may not allow others to: (a) access or attempt to access non-public AffiniPay systems or Sensitive Data; (b) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any Sensitive Data, content, or any part of the Services or our Website except as expressly permitted by this Agreement and Law; (c) act as master merchant, payment facilitator, service bureau or pass-through agent for the Services on behalf of any other person or entity or otherwise license, sublicense, sell, rent, assign, distribute, time share transfer, lease, loan, resell for profit, distribute, or otherwise commercially exploit, grant rights in or make the Services or any content offered therein available to any other person or entity; (d) transfer any rights granted to you under this Agreement; (e) work around or circumvent, or attempt to work around or circumvent, any of the security or other technical features, measures, or limitations of the Services or enable functionality that is disabled or prohibited; (f) disassemble, reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services, or modify, adapt, create derivate works based upon, or translate the Services, except as expressly permitted by Law; (g) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect the use of the Services by our other users; (h) impose an unreasonable or disproportionately large load on the Services; (i) use the Services to transmit or store infringing, libelous, obscene, threatening, or otherwise unlawful, unsafe, malicious, abusive or tortious material, or to store or transmit material in violation of third-party privacy rights; or (j) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs or to send spam or otherwise duplicative or unsolicited messages in violation of Laws.

  6. Your License

    Subject to your timely payment of all Fees and your compliance with this Agreement, AffiniPay grants you a limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services and API solely to for the purposes contemplated by this Agreement.

    Any employee, consultant, contractor or agent hired to perform services for you may operate the Services on your behalf solely under this Agreement, provided that: (a) you are responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with this Agreement on the same basis as applicable to you; (b) such use is only in connection with your internal business purpose; (c) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (d) you remain fully responsible and liable for any and all acts or omissions by such third parties related to this Agreement. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. If the authorized status of a user changes, it is your responsibility to promptly remove such user’s access to the Services. You are responsible for your authorized users’ compliance with these Terms of Service. Third parties that compete directly with us are not permitted to access or use the Services or any application programming interface we may make available to you. We reserve the right to disable or delete access to the Services and any application programming interface for any of your authorized users that we deem to be direct competitors, as determined in our sole discretion.

    In addition to the restrictions set forth in Section 5, above, you may not, nor may you permit any third party to, do any of the following: (w) access or monitor any material or information on any AffiniPay system using any manual process or robot, spider, scraper, or other automated means; (x) alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from AffiniPay; (y) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; or (z) perform or attempt to perform any actions that would interfere with the proper working of the Services except as expressly allowed under this Agreement. In addition to the foregoing, third parties that compete directly with us are not permitted to access or use the Services or any API we may make available to you. We reserve the right to disable or delete access to the Services and any API for any of your authorized users that we deem to be direct competitors, as determined in our sole discretion.

  7. Our Intellectual Property Rights

    The Services are licensed, not sold, and we retain and reserve all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property Laws. AffiniPay owns the title, copyright and other worldwide intellectual property rights in the Services and all copies of the Services. This Agreement does not grant you any rights to AffiniPay’s trademarks or service marks, nor may you remove, obscure, or alter any of AffiniPay’s trademarks or service marks included in the Services.

    We frequently engage with our customers, and may engage with our customers’ customers or other third parties related to our customers, to understand how they interact with our Services and how to better develop our Services to meet their collective and ever-evolving needs. You may choose to, or we may invite you to, submit comments or ideas about the Services, or Beta Services, including about how to improve the Services or our products (“Feedback”). While transparency and candor are key to that process, you acknowledge and agree that you will not improperly use or disclose to us, and that the Feedback will not include, any confidential information or trade secrets of any third parties, and will not breach any obligation of confidentiality that you may have to any third party. You further acknowledge and agree that no jointly owned intellectual property shall be created as a consequence of our customer or third party engagement process or practices, or as a result of the Feedback or AffiniPay’s receipt or use thereof, and that AffiniPay owns all right, title and interest in and to its intellectual property.

    By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place AffiniPay under any fiduciary or other obligation, and that we are free to use the Feedback in any manner without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. Your disclosure, submission, or offer of any Feedback will constitute an assignment to AffiniPay of all worldwide rights, titles, and interests in and to all copyrights and other intellectual property in the Feedback. You further acknowledge that, by acceptance of your submission, AffiniPay does not waive any rights to use similar or related ideas previously known to AffiniPay, or developed by its employees, or obtained from sources other than you.

  8. Privacy Policy

    By accepting this Agreement, you acknowledge that you have read, understood and accepted our Privacy Policy, available at https://www.affinipay.com/terms/privacy/.

  9. Security

    1. AffiniPay Security. AffiniPay represents and warrants that it is certified under SAQ-D and a certified PCI Level 1 service provider and will comply with the applicable provisions of the PCI-DSS and SAQ-D, and AffiniPay will provide you with its PCI-DSS Attestation of Compliance upon request. You acknowledge and agree that User Data and Sensitive Data is transmitted with the understanding that any security measures we provide may not be appropriate or adequate for your specific business, and you agree to implement security controls that meet your specific requirements.
    2. Customer Security. You are solely responsible for the security of any Sensitive Data in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Security Standards when handling or maintaining Sensitive Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Account or terminate this Agreement. You will notify us within 24 hours if you have any reason to believe that there has been a security breach, leak, loss, or compromise of Sensitive Data on your systems or the systems of parties acting as your vendor (a “Data Incident”). In the event of any Data Incident (whether reported by you or otherwise), (i) immediately following your notification to us of a Data Incident, you shall take immediate steps to contain and remedy the Data Incident and prevent any further Data Incident, including taking any and all action necessary to comply with Law; (ii) immediately following your notification to us of a Data Incident, you shall investigate the Data Incident and provide to us all relevant records, forensics, and information required to comply with Law or otherwise requested by us; (iii) provided the same is not contrary to or violative of Law, you agree that we have the sole right to determine whether notice of the Data Incident, as it relates to the Sensitive Data of AffiniPay, is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or other as required by Law, or otherwise in our discretion, as well as the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation; and (iv) we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us, which we may share with Networks and Banks. In our sole discretion, we may take any action, including suspension of your Account, to maintain the integrity and security of the Services, or to prevent harm to you, us, Banks, Networks, Purchasers, or other third parties. You waive any right to make a claim against us for losses you incur that may result from such actions we may take to prevent such harm, and you agree to bear the costs of and reimburse us for the costs of any of the foregoing and any other efforts we reasonably deem necessary or reasonable in connection with a Data Incident, except to the extent such Data Incident arises solely from the acts or omissions of AffiniPay in violation of Law or this Agreement.
    3. Confidentiality. AffiniPay will only use User Data to perform the Services or as otherwise permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you or required to comply with Law. You will protect all Sensitive Data you receive through the Services, you may not disclose or distribute any such Sensitive Data, and you will only use such Sensitive Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us.
    4. Data Protection. You will comply with all applicable privacy, data protection, anti-spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personal Data (as defined below) of any person. If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personal Data to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. AffiniPay will only use or process Personal Data provided by you according to the terms of this Agreement and will not retain, use or disclose the Personal Data outside of our direct business relationship with you or for any purpose other than providing you our Services. AffiniPay will not Sell or Share the Personal Data and will not combine the Personal Data (unless otherwise permitted under law or regulation or as reasonably necessary to perform our Services).
  10. Registering for Use of Payment Processing Services

    You must register with AffiniPay to use the Services. To register, you provide information, including email address and a self-selected password, in order to create an AffiniPay account (“Account”). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. We also offer an application programming interface (the “API”) that allows you to retrieve information from, or submit requests to, AffiniPay. When you register for an Account, you may be asked for financial information, or information we use to identify you, your representatives, principals, officers, directors, managers, owners, beneficial owners, and other persons or entities associated with your Account. We may share information about your Account with Networks, Banks, and other service providers, or use such information on our own behalf, in order to verify your eligibility to use the Services, establish any necessary accounts or credit with Networks and Banks, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your Account information to determine that you are eligible to use the Services. You authorize us and our affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whether to accept this Agreement and our continuing evaluation of your financial and credit status. You are solely responsible for determining the appropriate set-up and configuration of the Services.

  11. Additional Terms

    Your use of the Services may be subject to additional terms that apply between you and one or more of AffiniPay, an AffiniPay affiliate, and a Bank (the “Additional Terms”). The current Additional Terms are provided in Appendix C. By using the Services, you agree to the applicable Additional Terms, including those that separately bind you with processors, Networks and/or Banks. Additionally, a Bank or Network may enforce the terms of this Agreement directly against you. We may add or remove Banks and Networks at any time. The Additional Terms may also be amended from time to time. Your continuing use of the Services constitutes your consent and agreement to such additions, removals and amendments, and your use of any new Services constitutes your consent to any applicable Additional Terms relating to those Services.

  12. Security Interest

    1. Clearing Funds. All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”) with our banking partners. We will settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.
    2. Reserves. We may withhold funds by temporarily suspending or delaying payouts to you and/or designate an amount of funds that you must maintain in bank accounts associated with your Account or in a separate reserve account with a Bank (a “Reserve”) to secure the performance of your obligations to us. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses relating to your Account. We may raise, reduce or remove the Reserve at any time, in our sole discretion, based on your payment history, a credit review, or otherwise as we, Banks, or our processing partners may determine or require. We may fund the Reserve from any funding source associated with your Account, including any funds due to you, or available in your bank account.
    3. Security Interests. You grant us a lien and security interest in all Reserves and funds for transactions that we process for you, including funds that we deposit into your Settlement Accounts, as well as funds held in any other bank accounts to which such transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us, your Purchasers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Account (including your Settlement Accounts). Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1). Notwithstanding the foregoing, AffiniPay does not, and will not, take any lien or security interest in any Trust Accounts in which you are prohibited by Law or ethical codes of conduct enforced by your state bar association (if applicable) from granting any security interest.
    4. Collection and Set-Off Rights. You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related costs. Where possible, we will first attempt to collect or set-off amounts owed to us from balances in your Accounts from your use of the Services or from funds that we hold in Reserve. However, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that you owe from the AffiniPay account balance (or debiting the Settlement Account for such AffiniPay account) for any AffiniPay account that we determine, acting reasonably, is associated with your Account. Similarly, we may deduct or set-off amounts from your Account balance (or debit your Settlement Accounts) in order to collect amounts owed to us in relation to such associated AffiniPay accounts. Notwithstanding the foregoing, we will not, in any event, debit a Trust Account.
    5. Guarantees. We may require a personal or other guarantee (a “Guarantee”) from your principal, owner, or other guarantor, in the form attached hereto as Appendix D. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that you are unable to pay. Unless we choose, in our sole discretion, to waive the Guarantee requirement, if you are unable to provide a Guarantee, then you will not be permitted to use the Services.
  13. Termination

    1. Termination by AffiniPay. We may terminate this Agreement and close your Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and instruct the Bank to suspend access to your Account (including the funds in your Account) if we believe, in our discretion, that you (i) have violated the terms of the AffiniPay’s policies or this Agreement, (ii) pose an unacceptable credit or fraud risk to us, or (iii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
    2. Termination by Customer. You may terminate this Agreement by closing your Account at any time upon thirty days’ notice to us. When you close your Account, any pending transactions will be cancelled. Any funds that the Bank holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled. If an investigation is pending at the time you close your Account, the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the Bank will release those funds to you.
    3. Effect of Termination. If this Agreement is terminated, your Account is closed, or your trial is expired, you agree: (i) to continue to be bound by this Agreement (except as otherwise specifically provided in this Agreement); (ii) to immediately stop using the Services and to remove all card logos from your website and wherever else they are displayed; (iii) that the licenses provided under this Agreement are terminated; (iv) that we reserve the right (but have no obligation) to delete your Account, all of your information and Payment Data and any other data in our possession; and (v) that we will not be liable to you or any third party for termination of access to the Services, deletion of your information or Payment Data, or export of your information or Payment Data. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement, and you are not entitled to a refund of any Fees paid under the Agreement.
  14. Indemnity

    You will indemnify, defend and hold us and our banks, processors and 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 reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including any violation of our policies or the Network Rules; (b) your wrongful or improper use of the Services; (c) any Charge submitted by you through the Services (including the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) any Fees, Fines, Disputes, Refunds, Reversals, or any other liability we incur that results from your use of the Services; (e) your violation of any third-party right, including any right of privacy, publicity rights or intellectual property rights; (f) your violation of any Laws; (g) any other party’s access and/or use of the Services with your unique username, password or other appropriate security code, or otherwise on or through your Account; (h) any violation of terms or conditions applicable to Third-Party Services; or (i) all fraudulent transactions related to any Data Incident and all costs incurred by any indemnified party as a result of such Data Incident.

  15. Representations and Warranties

    By accepting the terms of this Agreement, you represent, warrant and agree that: (a) you are eligible to register and use the Services and have the authority to execute, and perform the obligations required by, this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a transaction for permitted products, services, or donations, and any related information accurately describes the transaction; (d) you will fulfill all of your obligations to your Purchasers and will use best efforts to resolve all Disputes with them; (e) you will comply with all Laws; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) you will not use the Services for personal, family or household purposes, for peer-to-peer money transmission, or intercompany transactions; (h) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services; and (i) to the extent you provide any Personal Data to AffiniPay, you have obtained all authorizations, consents, and permissions, provided all notices, and otherwise taken all actions required by Law, necessary for AffiniPay’s receipt and use of such Personal Data.

  16. Disclaimer of Warranties by AffiniPay

    WE PROVIDE THE SERVICES, BETA SERVICES, AND API “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE, AND USE OF SUCH SERVICES, BETA SERVICES, AND API IS AT CUSTOMER’S SOLE RISK. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY AFFINIPAY OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES (WHETHER ORAL OR WRITTEN) CREATES OR IMPLIES ANY WARRANTY FROM AFFINIPAY TO YOU.

    AFFINIPAY DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (B) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT AFFINIPAY WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICES, API, DOCUMENTATION, OR DATA; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT AFFINIPAY MAKES NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

    Additionally, AffiniPay has no obligations in connection with or in the course of providing the Beta Services, and may cease providing the Beta Services at any time, with or without notice. Any expectations and estimates regarding Beta Services are based on factors currently known and actual events or results could differ materially. AffiniPay does not assume any obligation to update, patch, upgrade, support, or otherwise maintain or improve any Beta Services. In addition, any information about AffiniPay’s roadmap outlines AffiniPay’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. AffiniPay undertakes no obligation either to develop the features or functionality provided in the Beta Services, or to include any such feature or functionality in a future release of the Services. You expressly acknowledge that the Beta Services have not been fully tested, and may contain defects or deficiencies which may not be corrected by AffiniPay. The Beta Services may undergo significant changes prior to release of the corresponding generally available final version. AffiniPay will have no liability for any harm or damage arising out of or in connection with Beta Services or Customer’s use thereof. Any Feedback you provide to AffiniPay regarding any Beta Services may be used to help AffiniPay improve the Beta Services and to market AffiniPay products.

    NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD CONTRAVENE THAT LAW OR CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

  17. Limitation of Liabilities and Damages

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AFFINIPAY, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING 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 SERVICES OR YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS. UNDER NO CIRCUMSTANCES WILL AFFINIPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFFINIPAY, ITS PROCESSORS, THE NETWORKS, AND ANY BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT POSTED, EMAILED, TRANSMITTED, STORED OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES (“CONTENT”); (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF ACCESS TO THE SERVICES, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (E) ANY BUGS, VIRUSES, TROJAN HORSES, MALICIOUS OR DELETERIOUS CODE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL AFFINIPAY, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF NET FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AFFINIPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  18. Disputes; Arbitration

    If a Dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact AffiniPay support with any Dispute. If we cannot resolve your concerns, we agree to an informal Dispute resolution process requiring individual arbitration.

    You and AffiniPay agree to arbitrate all Disputes. Notwithstanding the foregoing, (a) AffiniPay may choose to pursue a claim in court, or may assign your account for collection, and we or a collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by Law or this Agreement, and (b) each party will have a right to seek injunctive or other equitable relief in a court of law.

    ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST AFFINIPAY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration hearing relating to this Agreement will occur in Austin, Texas. You or AffiniPay may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and AffiniPay subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by AffiniPay, unless the arbitrator requires otherwise. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, but if you are unable to pay any of them, AffiniPay will pay them for you. In addition, AffiniPay will reimburse all such filing, administration, and arbitrator fees and costs for claims totaling less than $75,000 unless the arbitrator determines the claims are frivolous. Likewise, AffiniPay will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. In the event the arbitrator determines the claims you assert in the arbitration are frivolous, you agree to reimburse AffiniPay for all fees associated with the arbitration paid by AffiniPay on your behalf that you otherwise would be obligated to pay under the AAA’s rules. For purposes of this arbitration provision, references to you and AffiniPay also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users of the Services. Subject to, and without waiver of, the arbitration provisions above, you agree that any judicial proceedings will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Travis County, Texas, or federal court for the Western District of Texas located in Travis County, Texas.

  19. Governing Law

    This Agreement and any Dispute will be governed by Texas law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Texas, 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, you must commence any action or proceeding relating to any Dispute within one (1) year after the occurrence of the event giving rise to such Dispute.

  21. Assignment

    You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your Account to others without our prior written consent, which may be granted or withheld at our sole discretion. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement. AffiniPay may assign this Agreement without your consent or any other restriction. Any assignment or attempted assignment in contravention of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, AffiniPay and Customer, and their respective and permitted successors and assigns.

  22. No Agency; Third Party Services

    Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Network. Each party to this Agreement, and each Network, is an independent contractor. Neither you nor we have the ability to bind a third party to any contract or obligation, and neither party will represent that you or we have such an ability.

    We may reference, incorporate, utilize, or provide access to third-party services, products, and promotions that use, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Services based on your own evaluation and at your own risk. You understand that your use of any Third-Party Services is not governed by this Agreement. If you decide to use any Third-Party Services, you will be responsible for reviewing, understanding, accepting, and complying with the terms and conditions associated with such use. We expressly disclaim all responsibility and liability for your use of any Third-Party Services. Please also remember that when you use a Third-Party Services, our Privacy Policy is no longer in effect with respect to those Third-Party Services. Your use of a Third-Party Services, including those that have a link on our Website, is subject to that Third-Party Service’s own terms of use and privacy policies.

    You may automatically be enrolled in the “AffiniPay Network,” a group of merchants, billers, banks, insurance companies, accounts payable vendors, financing providers, and other payors. The AffiniPay Network allows Purchasers to automate and accelerate payments to you using the Services, rather than relying on paper checks. In order to allow payments via the AffiniPay Network, AffiniPay may share your payment address and other relevant business information with other AffiniPay Network members. Notwithstanding the foregoing, AffiniPay may prohibit, or otherwise limit, participation in, the AffiniPay Network for any reason or no reason. If you wish to opt-out of participation in the AffiniPay Network, please contact us.

    Payments from Purchasers to you through the AffiniPay Network may be made via virtual card, e-check, or other method, and will be processed using the Services in accordance with this Agreement. You acknowledge and agree that payments made through the AffiniPay Network will be subject to the same Fees (including processing fees and transaction fees) as other payments of the same type (card or e-check, for example), as set forth in Appendix B, and you agree to pay such Fees in accordance with Section 3, even if such payments could have been made via another method (paper check, for example).

  23. Amendment

    This Agreement and the Privacy Policy may be amended by AffiniPay upon notice to you. Notwithstanding the foregoing, in the event this Agreement or the Privacy Policy must be amended pursuant to a change required by the Network Rules or to comply with Law, such amendment may be effective sooner. AffiniPay may change, delete, discontinue, or impose conditions on use of the Services by posting such changes on the Website, via mail or email, or through other means pursuant to which we deliver you Communications. Your use of the Services or API after we publish any such changes on our Website or otherwise communicate such changes to you, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our Website at any time.

  24. Other Provisions

    24.1 Copyright Policy. AffiniPay respects the intellectual property rights of others, and asks that everyone utilizing the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify us in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

    • Identification of the copyrighted work that you claim has been infringed;
    • Identification of the material that you claim is infringing and needs to be removed from the Services, including a description of where it is located on the Services so that we can locate it;
    • Your address, telephone number and, if available, email address, so that we may contact you about your complaint;
    • A signed statement (a) that the foregoing information is accurate, (b) that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent and/or the law, and (c) under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

    Notices of copyright infringement and the foregoing information should be sent to legal@affinipay.com, or, if by mail, to AffiniPay, LLC, 3700 N Capital of Texas Hwy #300, Austin, TX 78746, Attn: Legal.

    This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and AffiniPay for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and AffiniPay, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

    The rights and remedies of the parties under this Agreement are cumulative. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

    The heading titles preceding the text of Sections and Subsections included in this Agreement are for convenience only and will not be deemed part of this Agreement. The use of the terms “including” or “include” will in all cases mean “including, without limitation” or “include, without limitation” respectively. The word “or” is not exclusive. Reference to any person or entity includes their successors and assigns to the extent such successions and assignments are effective in accordance with the terms of this Agreement. References to a Law means such Law as amended from time to time and includes any successor Law thereto. Unless the context requires otherwise, the use of the terms “hereunder,” “hereof,” “hereto” and words of similar import will refer to this Agreement as a whole and not to any particular Section, Subsection, paragraph or clause of this Agreement.

  25. Survival

    Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement will survive and remain in effect in accordance with its terms upon the termination of this Agreement.

  26. eCheck Terms and Conditions

    If you are using our eCheck or other ACH, electronic check or other check processing Services, you agree to the following additional terms and conditions:

    1. Acknowledgments. In addition to our other rights set forth in this Agreement, you acknowledge and agree that:
      • You will authorize us to initiate any and all debit or credit ACH entries (“Entries”), and we will not originate any Entries on your behalf without your authorization;
      • You will comply with NACHA Network Rules;
      • You will not initiate or request that we initiate any Entries that that violate Law;
      • You have not restricted the types of Entries that we may initiate, though we may restrict the types, volumes, or amounts of Entries at our discretion;
      • We may terminate this Agreement, or suspend the initiation of Entries for your violation of (or if we have reason to suspect that you have violated) NACHA Network Rules; and
      • We have the right to audit your compliance with the terms of this Agreement and NACHA Network Rules.
    2. Representations and Warranties Regarding Authorization. You represent and warrant with respect to all Entries originated by you that (1) each counterparty whose account is being debited/credited (the “Receiver”) has authorized the debiting and or crediting of its account, (2) each Entry is for an amount agreed to by the Receiver, and (3) each Entry is in all other respects properly authorized.

Appendix A

Glossary

“AAA” is defined in Section 18 of this Agreement.

“Account” is defined in Section 10 of this Agreement.

“Account Administrator” is defined in Section 1 of this Agreement.

“ACH” is defined in Section 1 of this Agreement.

“Additional Fees” is defined in Section 3 of this Agreement.

“Additional Terms” is defined in Section 11 of this Agreement.

“AffiniPay” is defined in the first sentence of this Agreement.

“AffiniPay Data” means details of the transactions that are transmitted through the AffiniPay systems and infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from the Services, and any other information created by or originating from AffiniPay or the Services.

“AffiniPay Network” is defined in Section 24 of this Agreement.

“Agreement” is defined in the first sentence of this Agreement.

“API” is defined in Section 10 of this Agreement.

“Bank” means a financial institution that is authorized by a Network to enable the use of a Payment Method by accepting Charges on behalf of the Networks, and routing these Charges to the Networks, including any entity acting on behalf of, or sponsored by, such a financial institution for the purposes of routing such Charges to the Networks.

“Beta Services” means any products or services labeled or otherwise identified as Alpha, Beta, Pre-Release, Trial, Pilot, Preview, or similar.

“Charge” means a credit or debit instruction to capture funds from an account that a Purchaser maintains with a bank or other financial institution.

“Clearing Accounts” is defined Section 12(a) of this Agreement.

“Communications” is defined in Section 4(a) of this Agreement.

“Content” is defined in Section 17 of this Agreement.

“Customer” is defined in the first sentence of this Agreement.

“Data Incident” is defined in Section 9(b) of this Agreement.

“Dispute” means any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and AffiniPay, including, but not limited to, any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, AffiniPay advertising, and any use of AffiniPay software or Services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement.

“Entries” is defined in Section 26 of this Agreement.

“Feedback” is defined in Section 7 of this Agreement.

“Fees” is defined in Section 3 of this Agreement.

“Fine” means any fines, levies, or other charges imposed by us, a Network or a Bank, caused by your violation of Network Rules, Law or this Agreement, or as otherwise imposed pursuant to Network Rules.

“Guarantee” is defined in Section 12(e) of this Agreement.

“Law(s)” means all applicable federal, state or local court orders, laws, regulations, codes, rules or guidelines imposed by law, any competent government authority, governing body or regulator in each country and jurisdiction applicable to either party’s business and your use of the Services and API.

“NACHA” is defined in Section 1 of this Agreement.

“Network” means the provider of a Payment Method, such as Visa Inc. (“Visa”), MasterCard Inc. (“Mastercard”), American Express Corporation (“American Express”), Discover Financial Services (“Discover”), NACHA, any affiliate thereof, or other payment card networks, associations, or companies.

“Network Rules” means the guidelines, bylaws, rules, and regulations imposed by the Networks that operate Payment Methods supported by AffiniPay (including the Network Rules for the Visa, Mastercard, Discover and American Express Networks and NACHA).

“Our” is defined in the first sentence of this Agreement.

“Payment Data” means Payment Method account details for a Purchaser, and includes, with respect to credit and debit cards, any of the cardholder’s name, account number, card expiration date, zip code, CAV2, CVC2, CVN2, CVV2, or CID, information communicated to or by Network or Bank, financial information specifically regulated by Law and Network Rules, and any other information used with the Services to complete a Charge or other transaction.

“Payment Method” means a type of payment method that AffiniPay accepts as part of the Services, such as credit card, debit card, and ACH.

“PCI-DSS” means the Payment Card Industry Data Security Standard and, if applicable, the Payment Application Data Security Standards (“PA-DSS”) promulgated by the PCI Security Standards Council.

“Personal Data” means information that identifies or relates to a specific living person and is collected, transmitted to or accessible through the Services.

“Platform” is defined in the first paragraph of this Agreement.

“Processing Fees” is defined in Section 3 of this Agreement.

“Prohibited Businesses” is defined in Section 5 of this Agreement.

“Purchasers” is defined in Section 1 of this Agreement.

“Receiver” is defined in Section 26 of this Agreement.

“Refund” means an instruction initiated by you to return funds to a Purchaser for an existing Charge.

“Requests” is defined in Section 9(d).

“Reserve” is defined in Section 12(b) of this Agreement.

“Reversal” means an instruction initiated by a Network, a Bank or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Network or a Bank, (ii) funds settled to you in error or without authorization, or (iii) submission of a Charge in violation of the applicable Network Rules or this Agreement.

“Security Standards” means, collectively, the PCI-DSS and all rules, regulations, standards or guidelines adopted or required by the Networks or the PCI Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Data, including, but not limited to, PCI Standards, Visa’s Cardholder Information Security Program (CISP), MasterCard’s Site Data Protection Program (SDP), American Express’s Data Security Operating Policy (DSOP), and Discover’s Information Security & Compliance Program (DISC), in each case as they may be amended from time to time.

“Sell” has the meaning assigned by Section 1798.140 of the California Consumer Privacy Act (as amended from from time to time) and as amended by the California Privacy Rights Act.

“Service(s)” is defined in the first paragraph of this Agreement.

“Service Fees” is defined in Section 3 of this Agreement.

“Sensitive Data” means, collectively, all Personal Data, Payment Data, and AffiniPay Data.

“Settlement Account” means, collectively, the bank or other financial institution accounts that you designate as the accounts into which your transactions should be settled. In the event that you designate a Trust Account as a Settlement Account, you must have at least one Settlement Account that is not designated as a Trust Account.

“Share” has the meaning assigned by Section 1798.140 of the California Consumer Privacy Act (as amended from from time to time) and as amended by the California Privacy Rights Act.

“Third Party Services” is defined in Section 22 of this Agreement.

“Trust Account” means a Settlement Account that both (i) is held in trust by a law firm for the benefit of a client, such as an attorney escrow, retainer or similar account, and (ii) is designated as a “Trust Account” by you in the manner proscribed by AffiniPay in the User Guide.

“Us” is defined in the first sentence of this Agreement.

“User Data” means information provided by you to us that describes your business products or services.

“User’s Guide” is defined in the second paragraph of this Agreement.

“We” is defined in the first sentence of this Agreement.

“Website” is defined in the second paragraph of this Agreement.

“You(r)” is defined in the first sentence of this Agreement.

Appendix B

Pricing Addendum

Customer pricing, unless otherwise agreed in writing between you and AffiniPay, is set forth (as applicable) at the following websites, each of which is incorporated by reference in this Agreement:

https://www.lawpay.com/features/pricing/

https://www.clientpay.com/pricing/

https://www.cpacharge.com/features/pricing/

https://www.mycase.com/pricing/

https://www.woodpeckerweb.com/pricing

https://www.docketwise.com/pricing

https://www.casepeer.com/pricing

Appendix C

By agreeing to this Agreement, you are hereby subject to Twilio’s Terms of Service which can be found here.