Last Updated: April 17, 2022.
SECTION A TERMS
Introduction and Overview
Thank you for choosing V3iT Consulting, Inc. We provide a platform (the “Platform”) that encompasses a variety of services, including INSUG, VSURVE, VMEGHA, VIOTATION, TRANXACT.AI (each, a “Service”). V3iT Consulting, Inc., along with any parent, subsidiary, affiliate, or related companies (including those listed here and at https://www.v3it.com) are referred to in these provisions as “V3iT Group Companies” or simply “V3iT” or “our” or “us.”
When you use the Platform, you enter into a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement, though, and you should read each section carefully and in full. We’ve also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Platform generally and are separate from the provisions in Section B which include additional provisions for your use of specific V3iT products or Services.
If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, or your client.
Agreement to These Terms
You need to agree to these terms to use our services. By using V3iT services, you are instructing us to share your data across our platform for marketing, eligibility, and other purposes described in our Global Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties.
To access and/or use the Platform, you acknowledge and agree:
· To the terms and conditions of this agreement (“Agreement”), which includes:
· You are at least 18 years of age;
· You are capable of forming a binding contract with V3iT; and
· You are not a person who is prohibited from using the Platform under the laws of the United States, or any other applicable jurisdiction.
You understand that by using certain Services, you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law to permit V3iT Consulting, Inc. and its affiliated companies to obtain and periodically refresh your credit information and other information about you from third parties for marketing, eligibility, and other purposes described in our Global Privacy Statement. You understand that your instructions authorize V3iT and its affiliated companies to obtain such information now and periodically in the future for as long as you have a registered V3iT or INSUG account. We will stop refreshing your credit information when you cancel your account through your account settings.
Your Personal Information
We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.
You agree that V3iT may use and maintain your personal information according to our Global Privacy Statement and any changes published by V3iT.
To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Global Privacy Statement. You further agree that, other than with respect to information furnished to TurboTax in connection with the preparation of an individual tax return, any sharing of personal information among V3iT Group Companies is contemplated as part of the Platform. You agree such sharing does not constitute a “sale” of information as defined under the CCPA.
Changes
Change happens. When it does happen, we will update this agreement. If the changes are material, you may need to accept the changes to use the Platform.
We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications. We may modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.
In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.
Your Rights to Use the Platform
You can use our Platform for your own personal and lawful use or as otherwise permitted under this agreement.
Except as set forth in the Section B terms, you may access and use the Platform for your own internal, lawful and non-commercial purposes only.
Beta Features
We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.
We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.
Account
You will manage your passwords and accept updates to the Platform.
You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so. You may be unable to use the Service if you do not provide this information or we cannot verify your identity. If you believe that your account information or the device that you use to access the Platform has been lost or stolen, or that someone is using your account without your permission, you must notify us immediately.
You are responsible for securely managing your password(s) for the Platform and contacting V3iT if you become aware of any unauthorized access to your account. From time to time, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates.
Payment & Cancellations
Some services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).
We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform.
Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. V3iT may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.
Your payment to V3iT will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.
Mobile App Use
Mobile versions of our Platform may be available for download but you must follow applicable third-party terms when using them.
The Platform may be available through an app for a compatible mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.
Third Party Advice and Products
You may have access to professional advice and third-party products. Any such advice and products are not covered under this agreement.
From time to time, we may offer specific functionality in the Platform that provides you with the opportunity to seek professional advice, for example, the ability to speak with a tax expert. Unless specifically disclosed, V3iT is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.
The Platform may include information about or offers for third-party services or products or allow you to access or connect your account to third-party services or products. V3iT does not warrant, and is not responsible for, the services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with the third-party’s services and product provisions. V3iT may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.
Content and Data
What’s yours remains yours, what’s ours remains ours, but we may use information you provide to improve our Platform.
You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.
Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Service, you hereby grant V3iT a license to use your Content, as described in more detail below.
1. What's covered
These licenses cover your Content to the extent your Content is protected by intellectual property rights.
2. Scope
This license is:
· Worldwide, which means it’s valid anywhere in the world
· Non-exclusive, which means you can license your Content to others
· Royalty-free, which means there are no fees for this license
3. Rights
This license allows V3iT to:
· Host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go
· Publish or publicly display your Content, if you’ve made it visible to others
· Modify and create derivative works based on your Content, such as reformatting or translating it
4. Purpose
This license is for the limited purpose of:
Operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.
5. Duration
This license lasts for as long as your Content is protected by intellectual property rights.
V3iT may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Service, including data derived from your Content. V3iT will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing V3iT’s products and services, including the Platform.
As between you and V3iT, V3iT and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.
Prohibited Uses
We expect you to obey the law and follow certain rules in using the Platform.
V3iT does not condone or support any activity that is illegal, violates the rights of others, harms or damages V3iT’s reputation, or could cause V3iT to be liable to a third party. At minimum, you may not use the Platform to:
· Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
· Post or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
· Transmit any virus, trojan horse, or other disruptive or harmful software or data;
· Send any unsolicited or unauthorized advertising, such as spam;
· Impersonate or misrepresent your affiliation with V3iT;
· Resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
· Attempt to reverse engineer in any way any of the Platform;
· Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
· Use the Platform for general archiving or back-up purposes; or
· Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
We take copyright seriously at V3iT. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.
V3iT may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.
V3iT may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect V3iT or its customers, or operate the Platform properly.
Community Forums; Feedback
You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.
The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. V3iT does not support and is not responsible for the Content in these community forums. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which V3iT is not responsible.
You may provide V3iT your feedback, suggestions, or ideas for the Platform. You grant V3iT a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.
Termination
You may cancel your account and V3iT may suspend or terminate your use of the Platform.
This Agreement is effective until your subscription expires or you cancel your account or V3iT terminates this Agreement (or your account). V3iT may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.
Effect of Termination
You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).
Upon expiration of your subscription or cancellation of your account, or V3iT’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.
Survival
There are a few parts of this Agreement that will continue to apply after termination.
The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “Community Forums; Feedback,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General Terms (Miscellaneous)”.
V3iT Communications
We may contact you from time to time to support your use of the Platform.
In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.
Disclaimers
We don’t make any warranties about the Platform except as expressly stated in this Agreement.
The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform are otherwise provided “as-is” and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, data loss, merchantability or non-infringement or any warranties with respect to the accuracy, reliability or availability of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the Platform, whichever is sooner.
Limitation of Liability
Our liability is limited when it comes to issues you may encounter with our Platform.
Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, V3iT won’t be responsible for any losses.
· The total aggregate liability of V3iT and our third party providers, licensors, distributors or suppliers (“V3iT Parties”) arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.
· The V3iT Parties won’t be responsible for the following:
The above limitations apply even if the V3iT Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.
If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn’t override those immunities.
Indemnity Obligations
If someone sues us because you used the Platform unlawfully or didn’t follow our rules, you will be responsible for any harm to us.
You will indemnify and hold harmless the V3iT Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. V3iT reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by V3iT in the defense of any claims.
Disputes
In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.
If you are a U.S. customer:
You and V3iT agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.
Either you or V3iT can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or V3iT may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and V3iT are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Platform.
If you elect to seek arbitration, you must first send to V3iT a written Notice of your Claim ("Notice of Claim"). The Notice of Claim to V3iT should be sent in care of our registered agent Corporation Service Company, 1717 N. Naper Blvd., Suite 103, Naperville, IL 60563. The Notice of Claim should include both the mailing address and email address you would like V3iT to use to contact you. If V3iT elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by V3iT, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
You and V3iT agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and V3iT therefore agree that, after a Notice of Claim is sent but before either you or V3iT commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if V3iT is represented by counsel, its counsel may participate in the conference as well, but V3iT agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or V3iT may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and V3iT are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with V3iT during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and V3iT agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless V3iT and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.
The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an V3iT company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. V3iT will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Unless you or V3iT seek to have a Claim resolved in small claims court, , the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or V3iT and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or V3iT prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but V3iT will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and V3iT will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or V3iT, and you and V3iT waive any objection to such fee modification.
You and V3iT agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and V3iT agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If V3iT believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that V3iT may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.
General Terms (Miscellaneous)
Governing Law
The laws of Illinois govern this agreement and any disputes that may arise.
Illinois law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.
Global Trade and Export Restrictions
You are allowed to use the Platform under the laws of the US and other applicable territories. The Platform shall not be exported to countries that are embargoed by the US government.
You agree that you and anyone who uses the Platform, including the related website, online services and mobile application, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or any other similar prohibition. You acknowledge that the Platform may be subject to restrictions under applicable US export control laws and regulations. You agree that you will comply with these export control and sanctions laws and regulations, and will not transfer or provide any part of the Platform, in violation of these laws and regulations, directly or indirectly.
Waiver
If we waive some of our rights under this agreement, it doesn’t mean we waive our rights in other circumstances.
V3iT’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by V3iT of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of V3iT.
Assignment
You can’t transfer this agreement or your right to use the Platform to someone else without our permission.
V3iT may assign this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.
Severability
If a court voids a term of this agreement, the other terms will not be affected.
If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.
Contact Information
If you have any questions about the Platform or this Agreement, please contact INSUG support
Latest Revision: December 8, 2021.
SECTION B
Your use of the Services provided by V3iT (as defined in the Section A Terms) and described below are subject to the Section A Terms above and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistency with the Section A Terms.
1. SERVICES
When you use an INSUG product or service, you establish a direct relationship with the INSUG brand, including each product and service in the INSUG family and the entities offering those services.
The Section B Terms include provisions applicable to your use of INSUG generally, as well as additional provisions for your use of specific products and services.
The Agreement governs your use of each of the following “Services,” as applicable:
INSUG
2. USERS
When you initially register for and create an account for a Service, you are, or a party that you authorize is, the “Administrator”. Administrators may authorize additional users to access the Services through the same account, subject to limitations based on the subscription you purchase (such users, “Additional Users”). All Additional Users will be required to accept the Agreement before accessing the Services. Only Administrators may designate another individual as a replacement administrator and you are responsible for your Additional Users' access to the Services. Once an Administrator closes or terminates access to a Service, Additional Users will no longer be able to access such Services or any Content (defined in the Section A Terms) within the Service. If you are an Administrator, you agree to provide sufficient prior notice to your Additional Users of your desire to terminate access to the Services. Any violation of the Agreement by any Additional User may result in the termination of an Administrator’s or other Additional User’s access to the Services. Additional Users may not have the same level of access or rights as an Administrator. You warrant that you have obtained all necessary authorizations from each Additional User to: (i) act as their agent in using the Services on their behalf and you accept all liability arising from their use of the Services; and (ii) allow V3iT to provide the Services.
3. USAGE LIMITS
Limits
We may limit usage for some features of the Services based upon the subscription you purchased. These features may include timesheets, tickets and projects (combined), system-generated fields, third party applications, and users.
Deactivation/Cancellation When Exceeding Usage Limits
If you exceed the usage limits for the subscription for the Services you purchased, we may immediately cancel or suspend your subscription to the applicable Service and your access to the applicable Services and to your data without notice. If your access to the applicable Services is terminated, you will not be charged further for your subscription; however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to view for up to 12-months after termination of access.
Downgrade
If you choose to downgrade to a Services plan with a lower usage limit, you will not be able to complete the downgrade until your company file is under the new Services plan's usage limits.
Reactivating Subscriptions
You must be within your plan’s usage limits prior to reactivating the Services subscription.
4. TELEPHONE NUMBERS
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that V3iT may use your telephone number for "multi-factor authentication" ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve V3iT sending text messages containing security codes to your telephone number. You agree to receive these texts from V3iT containing security codes as part of the MFA process. In addition, you agree that V3iT may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, V3iT may use your telephone number to contact you about special offers or other V3iT or third party products or services unless you opt out of such marketing. For the Product Support and Mobile App Download Programs, Message and Data rates may apply. For support contact us at info@insug.com. Supported carriers include AT&T, Verizon Wireless, T-Mobile®, Metro PCS, Sprint, Boost, Virgin Mobile, U.S. Cellular®, and others. Mobile carriers are not liable for delayed or undelivered messages. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to V3iT (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).
A. DATA TRANSFER SERVICE
· We may provide you with the opportunity to connect your account or our Service with non-V3iT owned services (“Third Party Services”) (such functionality, the “Data Transfer Service”). To do so, you may need to provide us with information needed to log into those Third Party Services, including username, passwords, and other such information. We will use appropriate technical and organizational measures to secure this data consistent with applicable data privacy and protection laws or regulations. In addition, we will only use these credentials in order to share data with the Third-Party Service you have indicated. By providing such details, you grant V3iT the right to process and transfer the data as reasonably necessary to provide the function or service you consented to.
· You agree that your data sharing will comply with all terms and conditions of the other services and you will not share data in any manner that is unlawful or would infringe or violate the rights of V3iT or any other party. Your data sharing with other services may result in the transfer of your data to another country where security and privacy controls may not be adequate for data protection.
· We do not guarantee that you will be able to share your data with any specific products or services.
· The Third Party Service may not retain your data after the transfer and V3iT will not be responsible for any data loss as a result of the transfer. You are responsible for any fees charged by the third party for the data access. V3iT will not be liable for any damages, claims, or liabilities arising out of or related to the Third Party Services.
B. SALES TAX DETERMINATION SERVICE
The “Sales Tax Determination Service” is a Service that uses information that you provide to determine tax locations of your company and customers and respective tax rates. If you use the Sales Tax Determination Service, the following additional terms in this Part C apply (the “Sales Tax Determination Service Terms”).
Accuracy and Completeness
We do not verify the accuracy and completeness of your information and we will not be responsible for any fines that may be levied against you or liable for any other penalty, interest or other liability as a result of you providing inaccurate, incomplete, or untimely information. In the event that we become aware of any tax agency information that is inaccurate, we may input the correct information without prior notice to you.
Electronic Filing
You may be given the option of paying the sales taxes electronically ("Electronic Filing"). You are responsible for paying the sales taxes, including if necessary, for filing and paying it outside the Sales Tax Determination Service if the taxing authority rejects your payment (e.g., incorrect bank account number, invalid pin, duplicate payment). By using the Sales Tax Determination Service, you consent to the disclosure to the applicable tax or revenue authority of all information pertaining to your use of the Electronic Filing. V3iT is not responsible for any late payments or related penalties charged by a taxing authority. Your account will be charged in the amounts owed for the sales tax calculated and where sufficient funds cannot be cleared into V3iT accounts when due, V3iT may: (i) notify you that it will not be able to file the sales taxes due, (ii) terminate your use of the Sales Tax Determination Service, or (iii) notify the state or other taxing agencies of the discontinuance of the Sales Tax Determination Service hereunder.
Tax Agency Accounts
If any tax agency's registration process requires an online account to use the Sales Tax Determination Service, we may, with your consent, create an account for you and provide you with that account information. If you have already created an account, you agree to provide us that information or other requested information to facilitate registration or onboarding. If, at any time, we create an account for you or access your existing account using your account information, you must change your login name and password credentials. V3iT will not be responsible for use of or access to your account immediately after we provide you notice of our account set up or access.
Electronic Signatures
We may require you to provide your electronic signature to certain forms or documents required by V3iT or state/federal tax agencies. Such forms will be made available to you if required. By using the Sales Tax Determination Service, you acknowledge that you have read the content of the forms, and hereby authorize us to apply your electronic signature or a rendition of your signature to all required forms. Your signature will be effective as of your acceptance of these terms authorizing application of your signature to all specified form(s). If you revoke your permission for us to use your electronic signature, the Sales Tax Determination Service will terminate.
Additional Client Users
You may cause an additional client user to be liable for fees and payments if you:
· Give the client user access to the Sales Tax Determination Service; and
· Require the client user to sign-up for the Sales Tax Determination Service and agree to the Agreement.
As a service provider, you are responsible for paying V3iT all amounts owed by the client user for use of the Sales Tax Determination Service if V3iT is not able to collect from the client user. This section will survive the termination of the Agreement.
Default or Bankruptcy
If you:
· Default in the payment of any sum of money hereunder;
· Default in performing any of your obligations under the Agreement; or
· Commit an act of bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor; then V3iT may do any or all of the following:
C. DATA RECEIPT SERVICE
Login Credentials
We may provide you with the opportunity to import your data from a Third-Party Service for use within our Services (such Service, the “Data Receipt Service”). You need to provide us with your login credentials for the Third-Party Service in order to access such third party products on your behalf. Maintained login credentials will be encrypted and used in connection with importing your data to our Service otherwise with your permission. You represent that you have the authority to both provide us with your login credentials and to transfer data from the Third-Party Service to V3iT. The data inputted to our Service is governed under these terms and our Global Privacy Statement, which may differ from the terms and privacy commitments of the Third-Party Service. You are responsible for ensuring that you have the proper rights, including applicable individual consents, prior to transferring data to V3iT.
Third Party Terms and Charges
You are responsible for any fees charged by the Third-Party Service for the data access. V3iT will not be liable for any damages, claims, or liabilities arising out of or related to the Third Party Service.
We Cannot Guarantee Data Availability
Third Party Services may make changes to their websites or programming interface without providing us notice and such changes may prevent or delay access to your most recent data.
D. MERCHANT PAYMENT SERVICE
The “Merchant Payment Services” are the card, ACH (electronic bank payment) and other payment processing Services described in this Part N below. The Merchant Payment Services are offered by V3iT and/or its subsidiaries and affiliates (referred to as “V3iT,” “we,” “our” or “us”). If you use the Merchant Payment Services, the following additional terms in this Part N apply (the “Merchant Payment Terms”). These Merchant Payment Terms supplement the terms and conditions set forth in the V3iT Payments Merchant Agreement, and are incorporated by reference into the V3iT Payments Merchant Agreement. In the event of a conflict between these Merchant Payment Terms and the V3iT Payments Merchant Agreement, these Merchant Payment Terms shall control. Any capitalized terms not defined in this Part N shall have the meaning given in the V3iT Payments Merchant Agreement. To the extent anything in these Merchant Payment Terms conflict with an applicable card or payment network (such as VISA, MasterCard, American Express, Discover, or NACHA) (collectively, the “Rules”), you are required to comply with these Merchant Payment Terms except to the extent such compliance would result in a breach of the Rules.
In connection with enabling you to receive payments from your customers through the Merchant Payment Services, you hereby appoint V3iT as your limited payments agent for the purpose of receiving, holding, and settling payments to you pursuant to this Agreement. You represent and warrant that each payment that you direct V3iT to process through the Merchant Payment Service is for the completed and fulfilled sale of goods or services from you to a customer. You further agree and understand that a payment received by V3iT, on your behalf, satisfies your customer’s obligation to pay you, regardless of whether V3iT actually settles such payment to you. In the event that V3iT does not make any such payment to you, you will have recourse against only V3iT and not against your customer.
Eligibility for the Payment Services. The Merchant Payment Services are available only in the United States (but not the U.S. Virgin Islands, Puerto Rico, and other U.S. territories and possessions). To be eligible to use the Merchant Payment Services, you and your Principals: (i) must not be domiciled, reside, or have a principal place of business outside the United States; (ii) must not be engaged in any illegal activity or any activity reasonably likely to cause notoriety, harm, or damage to the reputation of V3iT, our sponsor banks, and card or payment networks (such as VISA, MasterCard, American Express, Discover, JCB, NACHA, and Apple Pay); (iii) must not be listed on a VISA Terminated Merchant File, MasterCard MATCH, or any other third party or governmental prohibited merchant or individual lists;(iv) must not be included in lists maintained by the United States, or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people and jurisdictions to include Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine; and (iv) must comply with our Acceptable Use Policy. If previously identified by VISA risk programs, you must self-disclose when the identification occurred and under what specific programs. You may only use the Merchant Payment Services for the business and purpose described by you in your Merchant Application (see Section 6 below).
Your Responsibility for the Merchant Payment Services. By using the Merchant Payment Services, you are confirming that you are either a principal or owner of your business and/or are authorized to act on the business’ behalf. You agree and understand that V3iT’s decision to provide the Merchant Payment Services is conditioned on both the principal or owner’s personal financial stability and that of the business, and you hereby authorize us, without limiting any authorizations you provide as set forth in Section A, to conduct any necessary identity, credit, and financial status checks at any time to determine your and the business’ creditworthiness and/or ability to perform the obligations hereunder. Late payments, missed payments, non-payments, and other defaults on your Merchant Account may be reflected in your business’ credit report and/or your personal or individual credit report.
Verification; Credit Checks for Merchant Payment Services. You agree and authorize us, without limiting any authorizations you provide as set forth in Section A, (directly or through third parties) to make any inquiries we consider necessary to verify your or, in the case of an entity, the principals’ or owners’ identities, and account information, or to determine your and the business’ current and ongoing creditworthiness, financial status, and/or ability to perform the obligations hereunder. This may include asking you to confirm your email address, mobile/phone numbers, or bank accounts, or by verifying your information against third-party databases (including by obtaining your individual and business credit report, personal profile, or other information from one or more third-party databases). If you are an INSUG merchant, you agree that we may access and use your INSUG account information for underwriting, identity verification, or fraud analysis purposes. Additionally, you agree that your bank and the consumer reporting agencies may release any and all individual and business credit and financial information to us. You further authorize us to disclose any information obtained from any source (including credit reports) to any governmental, administrative, or regulatory entity, our respective vendors and affiliates for fraud or verification purposes, any third party to the extent such parties provide Services to you or us, or to comply with applicable law or investigation, including, without limitation, the USA PATRIOT Act. You acknowledge and agree that we may request that you provide additional information at any time, including but not limited to: a copy of a government-issued ID (such as a passport or driver’s license); your business license; taxpayer ID number; financial or bank statements; utility bills; or your personal or business tax returns. You consent to us updating your account information from time to time based on information provided by you, your bank, other payments services providers, or other reliable data sources used to evaluate the current status of the business and/or its owners.
Participating Sponsor Banks; Commercial Entity Agreements. You acknowledge and agree that these Merchant Payment Terms are between you and V3iT, not with any other third party (including, but not limited to, any card or payment network such as MasterCard, VISA, JCB, Discover, American Express, Apple Pay, or any of our sponsor banks), however, these third parties are third-party beneficiaries of this Agreement. We may require that you enter into separate and direct agreements (a “Commercial Entity Agreement”) with one or more of our sponsor banks or card networks if your processing volume exceeds certain threshold amounts. A copy of the Commercial Entity Agreement can be sought by emailing us at info@insug.com. In certain circumstances, new pricing terms, including but not limited to card processing rates and fees, may apply. You agree that our sponsor bank and all parties to a Commercial Entity Agreement may rely on the information you provided in your Merchant Application for approval and underwriting of your Commercial Entity Agreement. Terms of the Commercial Entity Agreement will govern your use of the specific services contemplated under the Commercial Entity Agreement.
Merchant Application; Updating Your Information. You must complete a payment processing services application (“Merchant Application”) and be approved by our underwriting system prior to your use of the Services. Once approved, you will be issued a Merchant Account (see Section 10 below). You understand that our release of any payments funds to you is subject to our credit and Merchant Application approval, and your receipt of a Merchant Account. If, for any reason, your Merchant Application is denied, any payment funds held by us will be returned to your customers. You agree that the information you provided in the Merchant Application (or otherwise requested by V3iT as part of an application or investigation process) is true, accurate, and complete. You agree to update us on an ongoing basis with: a list of principals, owners, or officers for your business including their home addresses, personal and business telephone numbers, and email addresses; all “Doing Business As” (DBA) names used by you; your business address and telephone number; the URL (web address) for your business; and a complete description of goods and services provided by your business. If the scope or nature of your business, or the type of products or services you offer changes, you agree to notify us prior to such change. You are liable to us for all losses and expenses incurred by us arising out of your failure to report any changes to us. V3iT reserves the right to immediately terminate Merchant Payment Terms or suspend your access to the Merchant Payment Services in the event of a change in information you previously provided to us.
Pricing and Payment. For a list of rates and fees, see the pricing schedules made available on the Merchant Payment Services website. In the event of any conflict between the Agreement and the Pricing Schedule, the Agreement shall control. All rates and fees are in U.S. dollars and subject to change; where you may become subject to any increase in rates or fees, we will provide thirty (30) days advance notice. We may provide you notice by posting updated pricing or terms on our website or sending you email communication. Notwithstanding anything to the contrary in Section A Terms, price changes are effective on the date indicated on our notice or posted terms. By continuing to access and use the Merchant Payment Services after we have provided you any price changes, you are agreeing to such changes. All fees due in connection with the Merchant Payment Service are non-refundable, whether such fees are set-up fees, transaction fees, monthly subscription fees, or other fees. You may incur price increases should you request changes to Merchant Payment Service offerings, including, without limitation, moving Merchant Payment Services from INSUG on a web browser to INSUG app, and notwithstanding anything to the contrary in the Section A Terms, you agree to pay the increased fee starting on the date of confirmation of your Merchant Payment Service offering change. You agree to immediately pay us all fees set forth in your Merchant Application, the applicable Pricing Schedule, and/or in other provisions of these Merchant Payment Terms. You agree that you will also be responsible for any Chargebacks and any fees, fines, or penalties assessed to us or to you by any card or payment network as a consequence of your use or misuse of the Merchant Payment Services or your card processing activities. You agree that we may collect fees and other amounts owed under these Merchant Payment Terms by different means, including but not limited to: netting against the proceeds of your processing activity; debiting your Bank Account, Reserve Account, or any other account you may have at any financial institution; or exercising any other legal rights and remedies we may have under law or equity. You agree that we may collect reasonable fees (including attorney’s fees) arising out of, or related to, our efforts to collect fees or other amounts from you. If you wish to dispute payment to, or collection by V3iT of any fee, you must provide written notice of such dispute within forty-five (45) days after you received a statement containing the fee.
Limits. We may establish processing limits and assign a maximum dollar amount per transaction and/or an aggregate maximum dollar amount per calendar month (or any other time period we designate) that you may process using the Merchant Payment Services at any time. You may request an increase in your per transaction limit or your aggregate processing volume by submitting a request to us. Any increase shall be at our sole discretion, and we reserve the right to reverse and decrease any maximum amounts previously authorized. Any increase granted by us may be conditional upon and require the establishment of a Reserve Account. You agree that your activity will remain consistent with approved processing limits. V3iT may require additional documentation if you exceed your approved processing limits and you agree to promptly provide such documentation upon request. You agree that V3iT may, in its sole discretion, elect not to process transactions over your approved aggregate processing volume or per transaction limits, and/or to suspend or terminate your Merchant Account in the event of over-limit transactions.
Settlement of Transactions. V3iT will accept all valid transactions processed by you under these Merchant Payment Terms and shall present the same to the appropriate financial institution for collection against your customer’s or payor’s account. Settlement of all transactions is subject to these Merchant Payment Terms and applicable Rules. V3iT may provisionally credit to you the value of a processed transaction but reserves the right to adjust amounts credited to you to reflect the value of Chargebacks, fees, penalties, the difference in currency exchange if the Chargeback amount is greater than the original sale, issuer claims, and items for which V3iT did not receive final payment for any reason. We may refuse to accept any transaction or revoke our prior acceptance or settlement of a transaction in the following circumstances: (a) the transaction resulting in a receipt that was not made in compliance with these Merchant Payment Terms; (b) a customer or payor disputes their liability for any reason, including but not limited to those Chargeback rights provided in the applicable Rules; (c) a transaction resulting in a receipt that was not directly between you and a cardholder or payor; (d) a transaction that is outside the parameters indicated on the Merchant Application or (e) any other reason for which a transaction may be charged back or otherwise reversed under the Rules. You agree to pay for any amount previously credited to you and not accepted or later revoked by V3iT.
Third Parties. V3iT will not be liable for any claims or damages arising from your use of any third parties, including service providers who submit your transactions to us on your behalf. V3iT does not recommend or endorse any third parties even if such provider is using our API’s (Application Programming Interface) to access your information or deliver you services. You acknowledge that if you authorize us to share your information with a third party, you will be subject to the third party’s terms and conditions and privacy policy, and V3iT will not be able to control their use of your data. Additionally, the third party’s operations, service performance, or restrictions may impact the Merchant Payment Services.
Bank Account. You will need to establish and maintain a debit-enabled account (“Bank Account”) at a U.S. depository financial institution to facilitate payment of fees to V3iT and the transfer of amounts due to you from your Merchant Account. You irrevocably authorize V3iT and our sponsor banks to immediately debit your Bank Account for any and all fraudulent transactions, any negative balance in your Merchant Account, for current and past due fees, payment equipment rentals/purchases, fines, penalties, or any amounts you owe us under these Merchant Payment Terms. You agree that V3iT shall not incur any liability for any loss, costs, or fees incurred by you that are the result of such debits by us. We may take reasonable steps to verify your Bank Account information, for example, by requiring you to provide us a cancelled check or by debiting and crediting micro-deposits into your Bank Account, including on a recurring basis. You agree that you will not change your Bank Account without our prior consent, which will not be unreasonably withheld. If you do not obtain such prior consent, V3iT may immediately terminate these Merchant Payment Terms.
Your Merchant Account. Following approval of your Merchant Application, you must open a merchant service account with us (“Merchant Account”) to use the Merchant Payment Services. The proceeds from your card and other payment transactions processed using the Merchant Payment Services (“Settlement Funds”) will be recorded in your Merchant Account and we will transfer funds to your Bank Account. Settlement Funds do not constitute a deposit you have with us, will bear no interest, and are not eligible for insurance with the Federal Deposit Insurance Corporation (“FDIC”).
V3iT Security Interest. These Merchant Payment Terms will constitute a security agreement under the California Commercial Code (and, to the extent applicable, the Commercial Code or laws of any other jurisdiction). If you owe a debt to us, either now or in the future, you grant a security interest in all of your various accounts (standing in the name of Merchant alone or in a joint account, including any affiliated companies of Merchant, whether established or maintained pursuant to these Merchant Payment Terms or not) to us to secure any such debt. You agree that we may use funds in any of your accounts to pay all or part of any debt you owe to us. You irrevocably consent to V3iT using any means available to locate any such accounts until such time as all amounts due have been paid. You grant to us a security interest in and lien upon: (a) all funds representing amounts owing to you at any time under these Merchant Payment Terms or any other agreement between you and V3iT from your Merchant Account, regardless of the source of such funds; (b) all funds at any time in the Reserve Account, regardless of the source of such funds; (c) present and future card or other payment transactions and associated receivables; (d) all funds at any time in your Bank Account, regardless of the source of such funds; (e) your electronic terminal, printer, imprinter and imprinter plate; and (f) any amounts that may be due to you, or that may become due to you, under these Merchant Payment Terms or any other agreement between you and V3iT, including, without limitation all rights to receive any payments or credits under these Merchant Payment Terms(collectively (a) – (f), the “Secured Assets”). Upon our request, you agree to provide additional security interests and liens to us to secure your obligations under these Merchant Payment Terms. These security interests and liens will secure all of your obligations under these Merchant Payment Terms and any other agreements now existing or later entered into between you and us, including but not limited to, your obligation to pay any amounts due and owing to us. We may exercise and enforce these security interests and liens without notice or demand of any kind to you, including but not limited to, by making immediate withdrawals from, or freezing of, your Secured Assets. Upon our request, you agree to execute one or more financing statements or other documents to evidence our security interests and liens, and agree that we may file or record any such financing statements or related documents. You represent and warrant that no other person or entity has any security interest in any of the Secured Assets. With respect to our security interests and liens, we will have all rights afforded under the California Commercial Code and, to the extent applicable, the Commercial Code or laws of any other jurisdiction, or in equity. You must obtain written consent from us prior to granting a security interest of any kind in any of the Secured Assets to any third party. You authorize and appoint us as your attorney-in-fact to sign your name to any financing statements used in connection with any security interests and liens granted hereunder.
Reserve Account. Upon our request and for the purpose of providing a source of funds to pay us for amounts you owe, you agree that we may place in an account maintained and solely controlled by us, initially or at any time in the future, sums sufficient to satisfy your current and/or future obligations (“Reserve Account”). You agree to fund the Reserve Account in an amount that we deem necessary in immediately-available funds, otherwise we may fund the Reserve Account using any amounts that we receive in settlement of transactions processed through the Merchant Payment Services or otherwise. You agree that we shall have the right to hold funds in such Reserve Account as long as we deem necessary. We may, at any time, require that the amount on deposit in the Reserve Account be increased, and we shall have sole discretion as to the amount needed in the Reserve Account. Your obligation to maintain a Reserve Account shall survive termination of this Agreement for a minimum period of two hundred and seventy (270) days or longer after the termination date or after the date of your last transaction, depending on your product and business practices. After such time, any balance that remains in the Reserve Account will be returned to you unless the funds are subject to an investigation related to potential fraudulent transactions, or if such funds are subject to Commercial Code lien demands, tax levies, enforcement of judgment proceedings, restraining notices, or other legal process or demands made or known to us. Unless expressly agreed in writing, the Reserve Account will not bear interest. V3iT shall have the right to debit funds in the Merchant Account, Bank Account, or any other deposit account maintained by the Merchant to establish, increase, or maintain funds in the Reserve Account. We may deposit into the Reserve Account funds we otherwise would be obligated to pay you, for the purpose of establishing, increasing, or maintaining the Reserve Account in accordance with this section, if we determine such action is reasonably necessary to protect our interests. You understand and agree that if you are required to establish a Reserve Account, you have an obligation under this Agreement to maintain at all times a balance in the Reserve Account sufficient to protect us against any actual or potential losses resulting from any payment transactions initiated by you, from any claims asserted against you, your Merchant Account, or your Reserve Account, and from any claims asserted against us based on your conduct related to this Agreement. We may, without notice to you, apply funds deposited in your Reserve Account against or debit your Reserve Account any outstanding amounts you owe to us under this Agreement or under any other agreement between you and us, as set forth in this section.
V3iT Right of Recoupment and Set-off. V3iT shall have the right of recoupment and set-off under this Agreement. This means that we may offset any outstanding or uncollected amounts owed to us from: (a) any amounts owed to you that we otherwise would be obligated to deposit into your Merchant Account; (b) any other amounts we may owe you under this Agreement or any other agreement; (c) the Bank Account which you may have associated with your Merchant Account; and (d) the Reserve Account. You acknowledge that in the event of a bankruptcy proceeding, in order for you and/or your bankruptcy estate to provide adequate protection under Bankruptcy Code Sections 362, 363, and 364, or otherwise to us, you must create, maintain, or increase the amounts in a Reserve Account as required by us, and we will have the right to offset and recoup against the Reserve Account for any and all obligations which you may owe to us, without regard to whether the obligations relate to payment transactions initiated or created before or after the filing of the bankruptcy petition, to the fullest extent permitted by law.
Billing Errors; Your Right to Request Investigation. If you suspect an error in your payment transaction statement or history, you must notify us in writing. You must include in your written request for investigation: (a) your name; (b) business name; (c) Bank Account number; (d) the dollar amount of the asserted error; (e) a description of the asserted error; and (f) an explanation of why you believe an error exists and the cause of it, if known. V3iT must receive your written notice within forty-five (45) days after you received a statement containing the asserted error. If you fail to notify us within forty-five (45) days, you will be deemed to have accepted the fees and charges as set forth in the applicable statement and we will have no obligation to investigate the error or refund any such amounts to you. We will advise you of the results of our investigation if we conduct one, and if we have made an error, we will correct it promptly. If we determine that there was no error, we will send you an explanation of the determination. You may ask for copies of the documents that we used in our investigation.
Chargebacks. Customers may dispute transactions, which may lead to a payment transaction being reversed or returned, otherwise known as a “Chargeback.” V3iT does not decide what transactions are charged back and V3iT does not determine the ultimate resolution of a Chargeback. Your customers may be able to successfully charge back a transaction even though you have provided your goods or services to the customer. You are responsible for all Chargebacks and will be liable to us for the total amount of any sale for which a customer disputes the validity of the sale, plus any applicable Chargeback fees imposed by us or a third party, including VISA and MasterCard chargeback arbitration fees. You authorize us to offset from incoming transactions and to debit your Merchant Account, Bank Account, and/or the Reserve Account to recover any Chargebacks plus any applicable Chargeback fees imposed by us or a third party, including VISA and MasterCard chargeback arbitration fees. You agree to fully cooperate with us in complying with the Rules (defined ibelow) regarding Chargebacks, including any request for documentation. We may suspend the Payment Services and stop releasing funds until you reimburse us for all unpaid Chargebacks. You must not re-enter or reprocess any payment transaction that has been charged back.
Excessive Chargebacks. Excessive Chargebacks are a breach of this Agreement and cause for immediate termination of the Merchant Payment Services. “Excessive Chargebacks” means chargebacks during any monthly period and for any one of your terminal identification numbers or merchant identification numbers, including: (a) Chargebacks and/or retrieval requests in excess of 1% of the average monthly dollar amount of transactions; (b) ACH unauthorized returns in excess of 0.5% or returns in excess of 3% of the average monthly dollar amount of transactions; or (c) processing an average transaction above the processing limits or amount approved by us. Excessive Chargebacks include fees that might be imposed by our sponsor banks and card or payment network. You authorize us, upon the occurrence of Excessive Chargebacks, to take additional actions we may deem necessary, including, but not limited to, suspension of Merchant Payment Services or creation or maintenance of a Reserve Account in accordance with this Agreement. You acknowledge and agree that V3iT may be required to report your name to law enforcement and any other third party including but not limited to the card or payment networks, such as for inclusion into VISA Terminated Merchant File, MasterCard MATCH, or any other prohibited merchant list in the event of fraud, counterfeit, unauthorized transactions, highly suspect activity, Chargebacks, Excessive Chargebacks, or if we terminate your access to Merchant Payment Services. You agree to such reporting and waive any claims against V3iT as a result of such reporting.
Unusual Activity; Holds; Risk Reviews. If we believe there is unusual activity on your Merchant Account, we may, in our sole discretion, temporarily suspend your access to Merchant Payment Services, move your Settlement Funds into a Reserve Account, place holds on your Settlement Funds that delay or suspend disbursement, and/or terminate Merchant Payment Services. Unusual activity includes, but is not limited to: (a) changes in your average transaction amount or processing pattern; (b) monthly percentage of different transaction types; or (c) Excessive Chargebacks. We may, in our sole discretion, place holds on your transactions or Merchant Account to otherwise protect against potential risk or fraud. Reasons for holds are proprietary to V3iT and may be based on multiple factors, including, but not limited to: (i) no or limited payments processing history with V3iT; (ii) past performance or standing of your Merchant Account, including return or dispute rates; or (iii) sales of higher risk goods or services. You understand and agree that our evaluation of risk may result in your ineligibility for certain Merchant Payment Services, such as those enabling faster funding than standard deposit timing. We will notify you in the event that you do not qualify for these Merchant Payment Services and/or if you later become eligible. V3iT also reserves the right, in its sole discretion, to review and either clear or cancel each transaction. If a transaction is cleared after review, we will provide notice to you. Otherwise, we will cancel the transaction and Settlement Funds may be returned. V3iT will have no liability for any losses, either direct or indirect, which you may attribute to any hold, review, or other delay or suspension of funds disbursement. If we hold or review a transaction, you acknowledge that your customer’s product or service must be delivered just as if you have been paid. Further, if a transaction is subject to a hold or review, you acknowledge that fees associated with the transaction will be charged.
Acceptable Use Policy; Other V3iT Policies. The Acceptable Use Policy and any updates thereto apply to your use of the Merchant Payment Services. The Acceptable Use Policy restricts use of the Merchant Payment Services in connection with certain types of prohibited merchants, activities and business types, and transactions. If you are engaged in any of the prohibited merchant categories, activities and business types, or transactions described in our Acceptable Use Policy, you are not eligible (or may become ineligible) to use the Merchant Payment Services. From time to time, V3iT may publish additional guidelines, policies, and rules (collectively “V3iT Policies”) governing your use of the Merchant Payment Services. To the extent V3iT Policies apply to you, you agree to use the Merchant Payment Services in a manner consistent with such policies and to provide any information we deem necessary to verify your compliance with such V3iT Policies.
Compliance with Law, Card Network, and NACHA Rules. In connection with your use of Merchant Payment Services, or in the course of your interaction with your customers or us, you agree to comply with all laws and regulations applicable to you, your business, and the Merchant Payment Services. You further agree to use Merchant Payment Services in a manner that is consistent with all applicable laws, including laws pertaining to privacy and data protection, as well as rules and operating regulations issued from time to time by: the credit card networks (i.e. VISA, MasterCard, American Express, JCB, Discover, Apple Pay, etc.); the Payment Card Industry, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”) and Payment Application Data Security Standard (“PA-DSS”) (collectively, “Rules”). In requesting an ACH or card transaction, you agree to take all measures, actions and steps in order to ensure that no transactions or interactions with any persons (natural or entities) included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people and jurisdictions to include Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine. Specific to NACHA Rules, you agree to obtain customer consent to debit or credit their bank account and initiate a transaction over the ACH network. Such consent must be in a form and manner that complies with NACHA Rules and the documentation for ACH transactions.
Prohibited Processing Practices. The following payment processing practices are prohibited under these Merchant Payment Terms:
· You may not split transactions on multiple cards or other payment transactions except where: (a) partial payment is entered on a transaction record and the balance of the transaction amount is paid in cash or by check at the time of transaction; or (b) the amount represents a prepayment in a card transaction completed in accordance with these Merchant Payment Terms and any applicable Rules.
· You may not separate goods and services purchased in a single transaction at one time on different transactions or payment receipts, except: (a) for purchases in separate departments of a multiple department store; (b) for installment payments; or (c) for delayed or amended charges governed by Rules for travel and entertainment merchants and transactions.
· You may not use the Merchant Payment Services to accept amounts representing the refinancing of an existing uncollectible obligation, debt, or dishonored check of a customer.
· You may not present for processing or credit, directly or indirectly, any transaction not originated as a result of a payment transaction directly between you and a payor.
· You may not present for processing or credit any transaction you know, or should know, to be fraudulent or not authorized by a cardholder, payor, or customer.
· You may not receive any cash payments from a customer for charges included in any card processing transaction resulting from the use of a credit or debit card.
· You may not receive any payment from a payor or customer to prepare and present a transaction for the purpose of affecting a deposit to that customer or payor’s account.
· You may not deposit any transaction for the purpose of obtaining or providing a cash advance either on a card or other payment instrument owned by you or any other party. You agree that any such deposit or any use of these Merchant Payment Services to process your own cards shall result in immediate termination of your V3iT Payments Merchant Agreement.
· You may not deposit duplicate transactions and will be solely responsible for the full amount of any duplicate transactions.
· You may not accept or deposit any fraudulent transaction and may not present for processing or credit, directly or indirectly, a transaction which originated with any other merchant or any other source. If you deposit any such transactions, we may hold funds and/or demand a Reserve Account.
· You may not disburse funds in the form of traveler’s checks, if the purpose is to allow the payor or customer to make a cash purchase of goods or services rendered back to the issuer.
· You may not add any tax or surcharge to transactions, unless applicable law expressly allows or requires you to impose such tax or surcharge. If any tax or surcharge amount is allowed or required, such amount must be included in the transaction amount and shall not be collected separately.
Web, Phone, and Mail-Based Processing and Recurring Payments; Lodging and Vehicle Rental Transactions. If you accept payment by web (“IO”), phone (“TO”), mail (“MO”), or pre-authorized (“PO”) order, a transaction receipt may be completed without the cardholder’s or payor’s signature or an imprint, but in such case, you agree to create a receipt containing the card number, expiration date, transaction date, an authorization number, the sale amount, and the letters “IO”,”TO”, “MO”, or “PO” as appropriate. Your name and the city and state of your business must also be included. Receiving an electronic authorization shall not relieve you of liability for Chargebacks on any transaction for which you did not obtain an imprint and the cardholder’s signature. You agree to use reasonable procedures to mitigate payment card and identity fraud and agree that V3iT shall have no responsibility to independently validate the legitimacy of any card or any cardholder’s identity. If a product is being shipped, your customer must be given the shipping date of the product once the sale is processed. If you prohibit refunds in certain circumstances, you may still receive a Chargeback fee relating to such sales pursuant to applicable Rules. You agree not to accept credit card sales via email. For any recurring transactions, you must comply with the Rules and all applicable state and federal laws, rules and obligations regulating such recurring transactions, including by obtaining a request either written or in another form, from a customer for such goods and services to be charged to the customer’s account, and such request must specify the transaction amounts to be charged to the cardholder’s account, the frequency of the recurring charge, the duration of time during which such charges may be made, and how such charges may be cancelled. You agree to obtain sufficient authorization from your customers under the applicable rules of any card or payment network, including all applicable privacy and data protection laws and NACHA Rules, before storing their payment instrument or account details. You agree not to complete any recurring transaction after receiving a cancellation notice from the cardholder, V3iT, or in response to an electronic authorization request, which indicates that the card will not be honored. You agree to include “Recurring Transaction” on the signature line of the receipt. You agree to provide a copy of the written request to a cardholder’s issuing bank upon request and must retain a copy of written request for one (1) year after the agreement between you and the payor is terminated. For multi-year agreements, you shall renew the written request with the cardholder annually during the 12th month of the current agreement. For lodging or vehicle rental transactions, you must estimate and obtain an electronic authorization for the amount of the transaction based upon the cardholder’s intended length of stay or rental. Additional electronic authorization must be obtained and recorded for charges actually incurred in excess of the estimated amount.
Prepayments. You agree that a transaction shall be presented to us for processing prior to delivery of goods or services, only where, at the time of the transaction, the cardholder agrees in accordance with the Rules and applicable laws. Where customized, special order customers must agree to a properly disclosed delayed delivery terms for the goods or services. You agree that when authorization for delayed presentment is provided, the word “Prepayment” or something substantially similar must be disclosed to the cardholder. Additionally, you agree to provide and obtain consent to all of the following in writing at the time of the first, or only, partial prepayment, or at the time of full prepayment:
· Description of promised merchandise or services;
· Terms of service;
· Timing of delivery to cardholder;
· Transaction amount;
· Full cancellation and refund policy including date and time that any cancellation privileges expire (partial) or refund (full prepayment) without prepayment forfeiture;
· Total purchase price; and
· Any other charges (e.g., taxes).
· Furthermore, the transaction receipt must include all required receipt elements plus the following prepayment content:
· Prepayment amount;
· For cancellations, the cancellation confirmation;
· For partial payments, the word “Deposit” or “Partial Payment”;
· For balance payments, the word “Balance”; and
· For full prepayment, the word “Prepayment” and the scheduled start date or delivery date of merchandise or services.
Use of Card Network Trademarks and Other Payment Program Marks. You must prominently display the promotional materials provided by us at your place(s) of business. Use of promotional materials and use of any trade name, trademark, service mark, or logo type (“Marks”) associated with various card or payment networks shall be limited to informing the public and your customers that certain card types are accepted at your place(s) of business. You may use promotional materials and Marks pursuant to these Merchant Payment Terms in connection with your use of the Merchant Payment Services but shall immediately cease their use and return any inventory to us upon termination of the V3iT Payments Merchant Agreement. You agree not to use any promotional materials or Marks in any way that implies that a card or payment network or V3iT endorses any goods or services that your business provides to customers or payors. Your use of VISA, MasterCard, American Express, Discover, Diner’s, Apple Pay, or any other credit or debit card network Marks will fully comply with their applicable Rules.
Accepting Credit and Debit Cards; Minimum Credit or Debit Transaction Amount. You agree to accept all valid credit and debit card types and brands properly presented by a payor or cardholder for payment for goods or services without discrimination. When accepting a credit or debit card, you agree to: (a) determine whether the card is valid; (b) obtain an electronic approval or authorization before completing a sale, or obtain an imprint of the card (including cardholder’s signature) unless a receipt is electronically generated from a swiped transaction or is the result of a web, phone, mail, or preauthorized order; (c) have reasonable practices in place to verify the cardholder’s or payor’s identity; (d) deliver a copy of the customer receipt to the cardholder or payor at the time of delivery of the goods or performance of the services or point of sale; and (e) be able to reproduce without alteration a legible receipt containing the cardholder’s name, account number (in truncated form), expiration date, and your business name and location. You may establish a minimum transaction amount for accepting credit card transactions so long as such amount does not exceed U.S. $10.00, or other amount required or permitted by law, and such minimum transaction size requirement does not discriminate between card networks. You may not require a minimum transaction amount for debit card transactions. You may offer discounts or in-kind incentives for payment by the use of cash, checks, debit cards, or credit cards, provided that the terms of the discount or in-kind incentives do not differentiate on the basis of the issuer of the card or payment network. You shall not accept a card as payment (other than for a mail order, telephone order, or preauthorized sale to the extent permitted under these Merchant Payment Terms) if the cardholder seeking to use the card does not present the card to permit you to examine it and obtain an imprint or otherwise use the physical card to complete the transaction.
Your Return Policy; Adjustments, Credit Vouchers. You agree to post your exchange or return policy in accordance with applicable Rules. If any of the following are applicable when merchandise is returned, you must disclose it to your customers before a payment transaction is processed: (a) no refund, or less than a full refund, will be given; (b) returned merchandise will only be exchanged for similar merchandise of comparable value; (c) only a credit toward purchases will be given; or (iv) special conditions or circumstances apply to the sale (e.g., late delivery, charges, or other noncredit terms). Disclosures must be made on all receipt copies in letters approximately 1/4″ high in close proximity to the space provided for the customer’s or payor’s signature on the sales or transaction receipt, and issued at the time of sale. If you do not make these disclosures, a full refund in the form of a credit to the customer’s or payor’s account must be given. You agree not to refund cash to a customer or payor who paid for the item by card. You must provide a credit to the same card on which the original transaction was processed. If you accept any goods for return or terminate or cancel any services, in conjunction with each such transaction, you agree to have sufficient funds in your Merchant, Reserve, or Bank Accounts to which we have access to cover the amount of the transaction and any related fees.
Proper Electronic and Customer Authorization; Customer Receipts. You must obtain electronic authorization for all credit and debit card transactions. If you cannot, for any reason, obtain an electronic authorization, you must request a voice authorization from a designated authorization center, and legibly print the authorization number on the customer receipt and on your copy of the receipt. You may not attempt to obtain an electronic authorization on an expired credit or debit card. All transactions using an expired or otherwise invalid card may not be processed and the transaction will be deemed invalid. You agree to use reasonable efforts to retain or recover a card when receiving instructions upon making a request for an electronic authorization to retain a customer’s card. In carrying out such obligation, you agree not to breach the peace or cause any injury to any cardholder, person, or property. You must also obtain a customer’s or payor’s authorization via methods acceptable to us and in accordance with the Rules prior to completing any card or payment transaction. You must follow any instructions received during the authorization process. Upon receipt of authorization, you may consummate only the transaction authorized. Where authorization is obtained, you will be deemed to have warranted the true identity of the customer as the cardholder, check writer, or payor. Transactions will be deemed invalid on cards that are expired whether or not an authorization has been obtained. Authorizations are not a guarantee of acceptance or payment of a transaction and do not waive any provision of this Agreement or otherwise validate a fraudulent transaction or a transaction involving the use of an expired card or other payment instrument. We may refuse to authorize any transaction, and we are not liable to you if authorization for a transaction is not given. You will not have any claim against, or right to receive payment from a cardholder, payor, or customer in any payment transaction if we refuse to authorize the transaction for any reason. You further agree to deliver to a customer, cardholder, or payor at the time of the transaction a complete and legible receipt from a payment transaction or refund. You must retain the merchant copy of the receipt in accordance with the applicable Rules and information security and confidentiality requirements for at least three (3) years following the date of completion of a card or other payment transaction (or a longer period if the Rules require).
Records; Requests for Copies. You must retain a copy of all customer receipts and return/credit receipts for at least three (3) years after the date of a payment transaction. Within three (3) business days of your receipt of any written or verbal request by our sponsor bank, our card or payment network, or us, you agree to provide a copy of any requested transaction receipt. Your failure to deliver the requested documentation in the required timeframe may result in the transaction in question being charged back or us refusing to process said transaction.
Policy Violations; Action Upon Termination for Cause. If V3iT incurs any damages because you violate our policies, this Agreement or any other applicable terms or agreement between you and V3iT, the Rules, any applicable laws, or otherwise cause V3iT to incur any expenses, we may terminate this Agreement and: (a) hold your funds up to two hundred and seventy (270) days and (b) take legal action against you to recover additional losses, investigation costs, fines, or legal fees we may incur. You acknowledge and agree that a fine of U.S. $2,500.00 (“Set Damages”) for violations of our Agreement is presently a reasonable minimum estimate of V3iT’s damages. This Set Damages amount is only applicable where V3iT is not fined or charged a penalty or fine by a third party for your violations; where V3iT is fined or charged a penalty or fine by a third party, V3iT may pass on those fines or penalties to you. V3iT may deduct the Set Damages and any fines, penalties, and fees directly from any existing balance in your Merchant Account, Bank Account, or Reserve Account.
Data Security (PCI Compliance); Payor/Cardholder Personal Information. The card networks (such as VISA and MasterCard) and the payment networks (such as the National Automated Clearing House Association or “NACHA”) have similar standards for protecting sensitive payment information and cardholder or payor data. For example, the Payment Cards Industry Data Security Standards (“PCI DSS”) define the requirements that all entities that store, process, or transmit payment card data must comply with. You must ensure you have data security policies and processes in place to protect cardholder and payor payment and personal data in compliance with PCI DSS and NACHA security requirements. You must keep all systems and media containing account, customer, or transaction information (physical or electronic, including but not limited to account numbers and card imprints) in a secure manner to prevent access by or disclosure to anyone other than your authorized personnel. You must destroy in a manner that will render the data unreadable all personal data subject to NACHA or PCI DSS standards and such media that you no longer deem necessary or appropriate to store (except for receipts maintained in accordance with this Agreement, laws, Rules, and policies). Further, you must take all steps reasonably necessary to ensure cardholder or payor payment information is not disclosed or otherwise misused. You may not require a cardholder to complete a postcard or similar document that includes the cardholder’s account number, card expiration date, signature, or any other cardholder account data in plain view when mailed. You may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. You agree that in the event of a breach, unauthorized access or compromise of payor or cardholder data, you will immediately notify us and provide us with detailed information relating to the breach or compromise. You may not request or use a cardholder or payor account number for any purpose other than as payment for good or services rendered. You may not require cardholders to provide any personal information as a condition of honoring a card unless such information is required for delivery of the goods or services, or you have reason to believe that the person presenting a card may not be the actual cardholder. You agree that any service providers you may use for accessing, storing, transmitting, and processing cardholder data on behalf of V3iT, or any service provider you may use that controls or could impact the security of cardholder data, must be registered as authorized agents and V3iT must be notified of them. Furthermore, all agents must acknowledge compliance with PCI DSS.
Additionally, if you receive a user identification name or password from us to access our database or use the Merchant Payment Services (the “Account Access Password”), you will: (a) keep the Account Access Password confidential; (b) not allow any other entity or person to use the Account Access Password or gain access to our database; (c) be liable for all action taken by any user of the Account Access Password and indemnify V3iT for all claims brought by a third party against V3iT with regard to use of the Account Access Password; and (d) promptly notify us if you believe the Account Access Password has been used inappropriately, or the confidentiality of the information made available through such use has been compromised.
You agree that any loss incurred as a result of any party gaining access to your Bank Account or our website using information which that party was not authorized to obtain or using such information in a manner not permitted by this Agreement (including but not limited to improper or unauthorized use of the Account Access Password) shall be your responsibility.
Your Insolvency; Bankruptcy. You must immediately notify us of your insolvency or of any bankruptcy, receivership, assignment for the benefit of creditors, or similar action or proceeding initiated by or against you, whether or not such action or proceeding is under court supervision. Unless prohibited by applicable law, we have the right to terminate this Agreement upon the commencement of any such of these actions or proceedings, or upon your insolvency. You will include us on the list and matrix of creditors as filed with the Bankruptcy Court or as filed or submitted in any other insolvency-related action or proceeding, whether or not a claim by us may exist at the time of filing or commencement of such proceeding; failure to do so will also be cause for immediate termination of this Agreement or for any other action available to us under this Agreement, under applicable Rules, or under applicable law. You acknowledge that this Agreement constitutes an executory contract to make a loan, or extend other debt financing or financial accommodations to or for the benefit of you, and, as such, cannot be assumed or assigned in the event of your bankruptcy or any other insolvency-related proceeding or otherwise, without our expressed written consent.
Taxes. You are responsible for all taxes and other charges imposed by any governmental authority in connection with your use of the Merchant Payment Services. You are solely responsible for determining any and all taxes assessed or required to be collected, and/or paid by you in connection with your use of our Merchant Payment Services. V3iT may be required by law to report certain transactions that meet certain Internal Revenue Service (“IRS”) requirements.
Merchant Service Center (“MSC”); Your Consent to Electronic Communication. Upon approval of your Merchant Application, we will provide you a user ID and password and you will be able to access our customer service portal, also known as the MSC. We will communicate with you mainly through the MSC or via email. As part of the Merchant Payment Services, or as required by law, V3iT may send communications to you that pertain to the Merchant Payment Services. You agree that V3iT and others who may administer such Merchant Payment Services (as applicable) may send communications to you via the MSC, SMS/text, and email, and/or may make communications available to you by posting them at one or more of our websites. If you decide that you do not want to receive future communications electronically, you may indicate such in the product, or write to us at V3iT Consulting, Inc. 1717 N. Naper Blvd, Suite # 103, Naperville, IL 60563, Attn: Customer Care Director or by contacting customer care. If you do not provide your consent to receive electronic communications, other than tax statements, V3iT reserves the right to discontinue the Merchant Payment Services or close your account. You may withdraw your consent to receive tax statements electronically, including IRS Form 1099-K, at any time by contacting us as described above. In such case we will send your Form 1099-Ks to you by U.S. mail. If you have consented to receive electronic communications but also wish to receive paper copies of any communication (except communications relating to Chargebacks), you may request such copies, which will be sent via U.S. mail.
V3iT’s Use of Your Information. You agree that V3iT may maintain and use your information in accordance with our Global Privacy Statement posted at https://www.insug.com/privacy.php. V3iT, at its sole discretion, may report information about you and your account to credit reporting agencies, fraud monitoring services, and other third-party vendors to the extent necessary to provide the Merchant Payment Services or to manage our risk. V3iT, at our sole discretion, may share your information with law enforcement, government agencies, attorneys, credit bureaus, fraud detection and monitoring services, or card or payment networks if we suspect fraud or unusual activity, for any debt collection purpose, or as otherwise specified in this Agreement. V3iT may provide merchants with optional recommendations or tips intended to help optimize their businesses, which may be based on transaction history and performance. You agree that V3iT may use your transaction history and performance data in an aggregated form for this purpose. For merchants processing American Express, you agree that we may provide American Express with your information for marketing purposes.
Unclaimed Property; Compliance; Inactive Accounts. Any funds in your Merchant Account that we are unable to clear and/or settle to you for any reason, including your abandonment of your account or your failure to remedy any deficiencies in the information we are required to collect for anti-money laundering purposes, for (a) the applicable time period as mandated or allowed by applicable law, or (b) twenty-four (24) months, whichever is less, may be remitted to your state of residency or otherwise in accordance with applicable unclaimed property laws. We may also unwind transactions or direct funds to specially designated accounts pursuant to anti-money laundering, sanctions or other compliance requirements. At our sole discretion, we may suspend your access to the Merchant Payment Services in the event your Merchant Account has been inactive for six (6) months.
Your Representation and Warranties. Without limiting any other warranties under these Section B Terms, you represent and warrant that: (a) all transactions submitted by you are bona fide transactions and in compliance with the Rules, these Merchant Payment Terms, and applicable law; (b) you will fulfill all your obligations to your customers and will resolve any customer disputes or complaints directly; and (c) you will not use the Merchant Payment Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Merchant Payment Services. You agree (i) to comply with all applicable procedures related to accepting credit or debit cards, and (ii) the card payment transaction itself shall not involve any element of credit for any other purposes other than as set forth in these Merchant Payment Terms, and shall not be subject to any defense, dispute, offset or counter claim which may be raised by any payor or cardholder under any applicable laws or Rules. You agree that any reversal of a transaction initiated by you represents a bona fide refund or adjustment on a payment transaction.
Additional terms for Supplemental Payment Processing Services. If you use the following third party payment processors, you agree to comply with the following terms, as applicable:
American Express Card Processing
Processing of American Express Transactions: Depending on the specific American Express program (PSP, One Point, or ESA) through which you process American Express cards, V3iT or American Express may be responsible for providing processing, settlement, and billing of your American Express transactions. Under the PSP and One Point programs, processing, settlement, and billing activities will be V3iT’s sole responsibility unless you have entered into a Commercial Entity Agreement directly with American Express. Under the ESA program, processing, settlement, and billing activities will be American Express’ sole responsibility. You agree that at any time, now or in the future, we may convert merchants processing under the ESA program to any American Express program wherein V3iT manages and retains control of all processing, settlement, and billing functions for all American Express card transactions you process.
American Express’s Use of Your Personal Information: You acknowledge and agree that American Express (including its affiliates, agents, subcontractors, and employees) may use your information to perform their obligations under this Agreement, to promote or market their brand and/or services, to perform analytics and create reports, to screen and/or monitor your transactions for marketing, for compliance and administrative purposes, or for any other lawful business purpose. You may opt out of certain marketing communications at any time through the privacy link in the MSC.
American Express’s Independent Right to Termination. You acknowledge and agree that in addition to V3iT, American Express retains a right, in their sole discretion, to terminate your right to accept and process American Express cards under these Merchant Payment Terms if you are found in violation of their Rules.
Compliance with American Express Merchant Operating Guide. Merchant agrees to abide the American Express Merchant Operating Guide applicable to the Merchant’s region, including the limitation of liability set forth therein, which such guide is incorporated by reference into these Merchant Payment Terms.
American Express’ Right to Enforce these Merchant Payment Terms. You acknowledge and agree that American Express is a third party beneficiary with the right, but not the obligation, to enforce the terms of these Merchant Payment Terms and the V3iT Payments Merchant Agreement against you, solely with respect to American Express transactions.
Pin/Pinless Debit Card Processing
· Network. We reserve the right to determine which network we use to process all your transactions. Depending on the network that we select, any rewards, points, or benefits you would receive associated with a particular card or network may vary. We are not responsible for providing you or your customers with any rewards, points, or benefits from any transaction.
· Your Obligations for PIN Debit. Unless otherwise authorized by V3iT, you agree to use V3iT system compatible terminals, PIN pads, or systems capable of processing all ACH debit card transactions, as well as online debit card transactions. You are solely responsible for all paper copies of debit card transactions in accordance with the applicable Rules. Within one (1) business day of the transaction date, you agree to balance each location to the system for each business day that such location is open. You agree you are solely responsible for all telephone costs, if any, which may be incurred by you for the debit card services, as well as expenses related to installation of and training in the use of terminals. You agree that you are responsible for entering data correctly. If an entry is made incorrectly, we will use reasonable efforts to assist you in correcting the entry, but cannot guarantee it will be corrected.
· PIN Security. You are prohibited from requesting PIN numbers verbally or in writing as a condition of a sale. You may not document or retain PIN numbers. You agree to position POS terminals so that PIN entries cannot be reasonably viewed by third parties. You may use PIN entry shielding devices. You are prohibited from using security cameras to view the PIN pad. The operational placement and use of the Tamper Resistant Security Module (“TRSM”) must be within its intended physical and logical environment. POS terminals designed for indoor use are not suitable for outdoor use. The modification of TRSMs from their original manufactured specifications must be restrained.
Electronic Check Services/Check Processing
· Service Description. You may use the Electronic Check Services to automate the processing of original paper checks you receive from your customers (i.e. payors) for payment of goods or services sold or provided by you. V3iT will submit such checks or electronic images thereof (each an “Item”) to a check clearing system and will deliver the collected funds to your Bank Account.
· Establishing Service. You are responsible for obtaining the necessary hardware and software needed to use our Electronic Check Services, and agree to use only such hardware and software approved by V3iT. We will provide you with certain software you will need to process checks using our Electronic Check Services. If you request software for equipment not provided by us, we at our sole discretion, may elect to fulfill such request. You agree that we are not responsible for any damages incurred by you or any third party as a result of any failure of electronic check processing equipment or hardware. You agree to comply with customer notifications regarding electronic check processing by complying with our policies and any instructions provided in customer welcome kits, including posting of notification decals.
· Eligible Checks; Restrictions. You agree only to submit “Eligible Checks” to us for processing. To be an “Eligible Check,” a check submitted to us for processing must (except as permitted by the Rules): (a) be drawn on a payor or check writer’s personal or business account (and must not be drawn on your named account or an account otherwise controlled by you or an affiliate); (b) be drawn on a U.S. financial institution in U.S. currency; (c) be a first-party check made payable to you; (d) not have been previously negotiated; (e) not have been previously voided; and (f) contain a pre-numbered serial number. You acknowledge and agree that credit card convenience checks, starter checks, traveler’s checks, payroll checks, and third party checks are not “Eligible Checks.” Even if a check is an Eligible Check, we may, at our sole discretion, decline to accept a check for processing. Before submitting a check for processing using Electronic Check Services, you agree to endorse the check with the legend “For Deposit Only.” You agree you will only create check images and submit Items from locations in the United States. You further agree all checks must be in U.S. dollars and drawn on a bank in the United States. For each electronic image of a check, all information from the front and back of the check, including the MICR information and payment amount, must be accurate and legible as of the time of conversion to an electronic image. You agree to use key entry, as necessary, to correct any errors so that the electronic information submitted is accurate. You agree you will not redeposit any item previously transmitted by you with V3iT or any other bank and will employ commercially reasonable security measures and firewalls sufficient to protect data transmissions and storage to ensure no unauthorized access or duplicate presentment of checks.
· Settlement. V3iT will credit your Merchant Account for cleared checks generally within two (2) business days of our receipt of payment if checks are submitted by a specific cut-off time. Settlement of checks using Electronic Check Services may take longer, for example, due to operational and clearing system delays, risk investigations, and other factors. You authorize us to submit ACH debits against your Merchant Account for any Item that was previously paid and later returned or dishonored, plus any fees or other amounts owed by you under these Merchant Payment Terms.
· Your Rights to Additional Representations and Warranties for Electronic Check Services. You agree that once an electronic image of a check is transferred to us, you will no longer have any rights with regard to the check, provided however that if a check for which you have been paid is subsequently dishonored or reversed, you will then retain the rights to the original check. You represent and warrant that no person will receive a transfer, presentment, or return of, or otherwise be charged for, a check (either the original check, or electronic or other representation of the original check) such that a payor will be asked to make payment based on a check that has already been paid. You agree to waive all rights to bring a claim, including without limitation, a claim of conversion against V3iT, our sponsor bank, or third-party agents for checks submitted for processing.
· Implied Termination of Electronic Check Services. If you do not use the Electronic Check Services for a period of sixty (60) days or more, you may be required to re-qualify for continuation of Electronic Check Services.
ACH Represent Services
· Service Description. V3iT will resubmit for payment to you all returns or reversals that result from insufficient funds or uncollected funds. If we successfully collect on a re-initiated check transaction, we will remit the face amount of the collected check transaction to you within five (5) days of re-initiation. If an ACH Representment Service transaction that we have funded is subsequently reversed, we will reverse any payment we previously made to you and you will be liable to us for such amount.
· Not a Guarantee of Payment. You understand and agree that payment of returns does not constitute a guarantee and that the check writer has the right to contest the check transaction.
Gift Card Services
· Description of Service. The services described below (the “Gift Card Service”) enables electronic processing of gift card transactions and purchases made by a payor who holds an approved gift card (“Gift Card”). For the avoidance of doubt, you, and not V3iT, are the issuer of any Gift Card and are solely responsible for maintaining Gift Card funds.We will use the V3iT electronic Gift Card processing system (“Gift Card System”) to electronically confirm that a Gift Card presented to you is an active account and has sufficient funds to pay for a purchase. You understand and agree that an electronic authorization by us indicates only the availability of sufficient value on a Gift Card at the time of authorization and does not guarantee payment. V3iT will enable electronic debiting and crediting of a payor’s Gift Card account when value is added or deleted to the payor’s Gift Card account. V3iT will maintain an accessible electronic record of transactions. We will provide to and accept from you all information and data reasonably required from time to time in connection with the Gift Card Services.
· Your Obligations. You agree to accept for processing any transaction initiated by a customer using a Gift Card without discrimination of the customer or terminal where the transaction was initiated. You agree to exchange Gift Cards for cash when required under applicable law. You agree to obtain, operate, and maintain the card terminal at your own expense. You are solely responsible for the accuracy and adequacy of all data transmitted by it or on its behalf for processing by or storage of information on the Gift Card System. You agree to maintain sufficient “back-up” information and data to reconstruct any information or data loss due to any system malfunction and for reconciling your records with our reports and to promptly notify us of any discrepancies. You are responsible for all costs relating to the sale and distribution of Gift Cards and for associated marketing or advertising. You agree to assume all risk of loss, theft, alteration or damage to, or fraudulent, improper, or unauthorized use of any Gift Card terminal upon the time of delivery of Gift Cards ordered through us or if ordered through a third party (with our consent), and to indemnify V3iT against any related third-party claims.
· No Surcharge. You agree not to charge your customers increased fees, surcharges, or any other premiums for a Gift Card transaction, for a customer’s use of a POS terminal, or for the operation of the system unless such surcharges are permitted by applicable laws or regulations.
· Your Right to Termination. You may terminate the Gift Card Services if the operation and administration of the Gift Card System is determined to be illegal by any applicable judicial or regulatory authority. However, you will not be entitled to a refund of any fees, charges, or other amounts paid to V3iT and any refunds or Chargebacks arising from the unused portion of a Gift Card after termination are your sole and exclusive responsibility. You are also solely responsible for notifying your customers of any balance owed to the customer by you.
· Gift Card System Downtime. You understand and agree that in the event the Gift Card System is not able to verify transactions, V3iT will not process transactions. You accept sole responsibility for any transactions you authorize under such circumstances. You will indemnify and hold V3iT harmless from and against any and all damages, loss, liability, consequential damage, expense, claim, or obligation arising in connection with unauthorized transactions.
E. INSUG APP FOR IOS or ANDROID /Google Play Store or Microsoft Store
The “INSUG App” is a desktop application available for download which permits accessing data submitted by you through an INSUG account. INSUG Online Advanced users can download the INSUG App to access INSUG. INSUG users can download the INSUG App to access any of their client’s INSUG accounts. The INSUG app requires an internet connection. You understand and agree that by downloading and installing the INSUG App, you will receive automatic updates to the installation.
