This Commercial Entity Merchant Agreement (this “Agreement”) is provided to all Commercial Entities that accept payment through the Intuit (“Intuit”) solution (the “Intuit System”) for the acceptance of credit card payments that are “Commercial Entities” as defined by Visa, Inc. and MasterCard International, Inc. (collectively, the “Card Brands”). As such an entity, the merchant signing or electronically agreeing to the terms hereof (“Merchant”) is entering into this Agreement with JPMorgan Chase Bank, N.A. (the “Member”), and Paymentech, LLC (“Paymentech”), to govern the authorization, conveyance and settlement of Transactions utilizing the Intuit System. By entering into this Agreement Merchant is fulfilling the Card Brand Rules requiring a direct contractual relationship between the Member and Merchant, and Merchant is agreeing to comply with Card Brand Rules as they pertain to payments Merchant receives through Intuit. Paymentech shall be a third-party beneficiary of, and may enforce any provisions of, or cease providing credit card processing services under, the Intuit Payment Instrument Processing Agreement (“PIPA”).
1.Merchant’s Acceptance of Cards.
1.1Exclusivity. During the term of this Agreement, Intuit and Paymentech shall be Merchant’s exclusive provider of all Card processing services (including, without limitation, the authorization, conveyance and settlement of Transactions) and Merchant shall not use the services of any bank, corporation, entity, or person other than Paymentech for such services. Merchant shall submit to Paymentech Transaction Data generated from all of its Transactions via the Intuit System during the term of this Agreement.
1.2 Card Brand Rules and Acceptance Requirements. Merchant agrees to comply with all applicable federal, state and local laws, statutes, ordinances, governmental rules and regulations, Paymentech and Member legal, credit, compliance or other policies, procedures and practices as in effect from time to time, all Card Brand Rules as may be applicable to Merchant and in effect from time to time, and such other procedures as Intuit and/or Paymentech may from time to time prescribe relating to Merchant’s acceptance of Cards. Without limiting the generality of the foregoing, Merchant agrees to each of the following requirements and restrictions:
(a) Bona Fide Transactions. Merchant shall not submit any Transaction that is not a bona fide Transaction. A bona fide Transaction means a Transaction that is (i) between the Merchant and its customer, (ii) for the sale of goods and/or services (or a Refund for such a sale) that are Merchant’s property or that Merchant has the legal right to sell, (iii) submitted on behalf of Merchant (and not on behalf of any third party), and (iv) legal, authorized by the Customer, non-fraudulent or otherwise damaging to the Card Brand(s), and is, to the Merchant’s knowledge, enforceable, collectible, and in full compliance with this Agreement, applicable law, or Card Brand Rules.
(b) Minimum/Maximum Thresholds For Card Acceptance; Surcharges. Merchant shall not (i) set a dollar amount above or below which Merchant refuses to honor Cards, provided that Merchant may set a minimum transaction amount to accept a credit card if such amount does not exceed US $10 and does not differentiate between issuers or other Payment Brands, (ii) impose or require the Customer to pay any fee or charge (including, without limitation, any surcharge or finance charge or any of the fees payable by Merchant under this Agreement) in connection with or as a condition of the use or acceptance of a Card.
(c) Split Transactions. Merchant agrees to submit a single Transaction for the full amount of each sale. Merchant shall not split a single Transaction into two or more Transactions.
(d) Taxes. Merchant shall not add any tax or surcharge to Transactions, unless applicable law expressly allows or requires the Merchant to impose such tax or surcharge. If any tax or surcharge amount is allowed, such amount shall be included in the Transaction amount and shall not be collected separately.
(e) Use of Card Account Numbers. Merchant shall not request or use Card Information for any purpose except as payment for its goods or services or to provide a Refund for goods or services previously sold, unless required by the Card Brand Rules. Merchant agrees that (i) it will not use the Card Information for any purpose that it knows or should know to be fraudulent or in violation of any Card Brand; (ii) it will not sell, purchase, provide or exchange in any manner or disclose Card Information to anyone other than its acquirer, any Card Brand, or in response to a government request; and (iii) it will be compliant with the Security Standards, including the Payment Card Industry Data Security Standards (PCI DSS) and will cooperate in a forensic investigation if so required.
(f) Existing Debt. Merchant shall not submit a Transaction for any purpose other than a current Transaction. Transactions shall not represent the collection of a dishonored check or the collection, transfer or refinancing of any existing or prior debt or obligation. Merchant shall not attempt to recharge a Customer for an item that has been the subject of a Chargeback by the Customer, even with the Customer’s consent. Merchant shall not submit any Transaction which it knows or should know to be unenforceable or uncollectable.
(g) Time of Payment. At the time Merchant accepts a Card for any goods or services, the goods shall have been provided or shipped or the services shall have been actually rendered to the Customer, except as specifically stated otherwise in Merchant’s Application (or otherwise approved in writing by Paymentech in advance).
(h) Cash Advances. Merchant shall not disburse or advance any cash to a Customer (except as authorized by the Card Brand Rules) or to itself or any of its representatives, agents, or employees in connection with a Transaction, nor shall Merchant accept payment for effecting credits or issuing Refunds to a Customer.
(i) Refunds/Credits. Any Transaction submitted to Paymentech to credit a Customer’s Card account represents a Refund for a prior Transaction submitted to Paymentech using the same Card.
(j) Installment Plans. Unless specifically stated in its Application or otherwise approved in writing by Paymentech in advance, Merchant shall not accept Cards in connection with installment plans. If the Customer pays in installments or on a deferred payment plan, as previously approved by Paymentech, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Paymentech for processing, shall be deemed to be a part of the original Transaction.
(k) Recurring Transactions. For recurring Transactions, Merchant must (i) obtain the Customer’s consent to periodically charge the Customer on a recurring basis for the goods or services purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to Paymentech or the issuing bank of the Customer’s Card; and (iii) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made. Merchant shall not submit any recurring transaction after receiving: (i) a cancellation notice from the Customer; or (ii) notice from Paymentech or any Card Brand (via authorization code or otherwise) that the Card is not to be honored. Merchant shall include in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction.
(l) Merchant Identification. Merchant agrees to prominently and unequivocally inform the Customer of the identity of the Merchant at all points of interaction.
(m) Visa and MasterCard Marks. Merchant is authorized to use the Visa and MasterCard logos or marks only on Merchant’s promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for Intuit Transactions.
(n) Chargebacks. Merchant shall use all reasonable methods to resolve disputes with the Customer. Should a Chargeback dispute occur, Merchant shall promptly comply with all requests for information from Intuit. Merchant shall not attempt to recharge a Customer for an item that has been charged back to the Customer, even with the Customer’s consent. You shall have full liability for the amount of any and all successful Chargebacks (and may have conditional liability for such Chargebacks prior to their final adjudication pursuant to the Card Brand Rules).
2. Authorizations Required For All Transactions. Merchant is required to obtain an authorization through the Intuit System, in accordance with this Agreement, for each Transaction. Paymentech reserves the right to refuse to process any Transaction Data presented by Merchant unless it includes a proper authorization.
3. Refunds. Merchant is required to maintain a Refund Policy if Merchant limits refund/exchange terms or other specific conditions for Card Transactions, Merchant’s policy must be clearly provided to the Customer prior to the sale and as part of the sale confirmation process. Proper disclosure includes, without limitation, wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. Qualifying Merchant’s refund or exchange terms does not completely eliminate Merchant’s liability for a refund because consumer protection laws and Card Brand Rules frequently allow the Customer to still dispute these items. If, under Merchant’s Refund Policy, Merchant allows a Refund, Merchant shall implement such Refund within three (3) days of approving the Customer’s request for such Refund. The amount of a Refund cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount required to reimburse the Customer for shipping charges that the Customer paid to return merchandise. Merchant shall not accept any payment from a Customer as consideration for issuing a Refund.
4. Term and Termination. This Agreement is effective upon the date Merchant agrees to it (by electronically indicating acceptance hereof or otherwise) and continues so long as Merchant uses the Intuit service or until terminated by Merchant or Paymentech. This Agreement will terminate automatically upon any termination or expiration of Merchant’s PIPA. This Agreement may be terminated by Paymentech at any time based on a breach of any of Merchant’s obligations under this Agreement or the PIPA, or based on the termination of the payment processing relationship between Intuit and Paymentech. In addition and without limiting the generality of the foregoing, Paymentech may terminate this Agreement at any time upon written notice to Merchant as a result of any of the following events: (a) irregular Transactions by Merchant, excessive Chargebacks, or any other circumstances which, in Paymentech’s discretion, may increase Paymentech’s or Member’s exposure for Merchant’s Chargebacks or otherwise present an Anticipated Risk to Paymentech; (b) Merchant fails in any material respect in performance or observance of any term, covenant, condition, or agreement contained in this Agreement or the PIPA, including, without limitation, the funding or establishing of any reserve account which Intuit may require; (c) a case or other proceeding shall be commenced by or against Merchant in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Merchant, or of all or any substantial part of the assets, domestic or foreign, of Merchant, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the relief requested in such case or proceeding against Merchant (including, without limitation, an order for relief under the Bankruptcy Code) shall be entered; (d) any Card Brand notifies Paymentech or Member that it is no longer willing to accept Merchant’s Transaction Data or requires Paymentech or Member to terminate or limit this Agreement; (e) Merchant or any person owning or controlling Merchant’s business is listed in one or more databases of terminated or high risk merchants maintained by the Card Brands; or (f) Merchant engages in conduct that creates or could tend to create harm or loss to the goodwill of any Card Brand, Paymentech, or Intuit, or which otherwise may impose undue risk of harm to any Card Brand, Paymentech or Intuit. Notwithstanding any termination of this Agreement, those terms which by their nature are intended to survive termination (including without limitation, indemnification obligations and limitations of liability) shall survive.
Termination does not affect either party’s respective rights and obligations under this Agreement as to Transaction Data submitted before termination.
5. Indemnity. Paymentech agrees to indemnify and hold Merchant harmless from and against all losses, liabilities, damages and expenses: (a) resulting from any breach of any warranty, covenant, or agreement or any misrepresentation by each of us under this Agreement; or (b) arising from our or our employee’s gross negligence or willful misconduct in connection with this Agreement. Merchant agrees to indemnify and hold Paymentech harmless from and against all losses, liabilities, damages and expense: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this Agreement; (b) arising out of Merchant’s or its employees’ negligence or willful misconduct, in connection with Transactions or otherwise arising from Merchant’s provision of goods and services to Customers; (c) arising out of Merchant’s use of the Intuit System; of (d) arising out of any third party indemnifications Paymentech is obligated to make, or liabilities or other obligations Paymentech may incur, as a result of Merchant’s actions (including indemnifications of or liabilities to, any Card Brand or Card-issuing bank).
6. Information About Merchant’s Business.
6.1 Additional Financial Information.
Upon five (5) days’ written notice at any time, Merchant agrees to furnish to Paymentech such financial statements and financial information as Paymentech may request relating to Merchant, Merchant’s creditworthiness and/or Merchant’s ability to fulfill its financial and other obligations under this Agreement.
6.2 Audit Rights. With prior notice and during Merchant’s normal business hours, Paymentech’s duly authorized representatives may visit Merchant’s business premises and may examine Merchant’s books and records that pertain to Merchant’s Transactions or Merchant’s compliance with this Agreement.
6.3 Other Information. Merchant agrees to provide Paymentech at least 30 days’ prior written notice of its intent to change current product lines or services, Merchant’s trade name, or the manner in which Merchant accepts Payment Instruments. If Paymentech determines such a change is material to its relationship with Merchant, Paymentech may refuse to process Transaction Data made subsequent to the change or terminate this Agreement. Merchant agrees to provide Paymentech with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Merchant. Merchant will also provide Paymentech with prompt written notice of (i) any adverse change in Merchant’s financial condition, (ii) any planned or anticipated liquidation or substantial change the basic nature of Merchant’s business, (iii) any transfer or sale of any substantial part (25% or more in value) of Merchant’s total assets, or (iv) if Merchant or Merchant’s parent is not a corporation whose shares are listed on a national securities exchange or on the over-the-counter market, any change in the control or ownership of Merchant or Merchant’s parent. Merchant will also notify Paymentech of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of Merchant’s total assets not later than three days after Merchant obtains knowledge of any such judgment, writ, warrant of attachment, execution or levy.
6.4 Rights in Transaction Data. Merchant financial information, Transaction Data, and other information that Merchant provides to Paymentech may be shared by Paymentech with its affiliates. Paymentech will not otherwise disclose or use such information for any purpose whatsoever other than (i) as necessary to process Merchant’s Transactions or otherwise provide services and maintain Merchant’s account pursuant to this Agreement (ii) to detect, prevent, reduce, or otherwise address fraud, security, or technical issues; (iii) to enhance or improve Paymentech’s products and service generally; or (iv) as otherwise required or permitted by the Payment Brands or applicable law. Paymentech may prepare, use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Data of all of Paymentech’s customers or specific segments of Paymentech’s customers.
7. Disclaimer; Limitation of Damages. We will, at our own expense, correct any Transaction Record to the extent that such errors have been caused by us or by malfunctions of our processing systems. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO MERCHANT’S FAILURE TO COMPLY WITH THE SECURITY STANDARDS, IN NO EVENT SHALL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED AN AMOUNT EQUAL TO SIX MONTHS OF FEES, PROVIDED, HOWEVER, THAT THE LIABILITY CAP CONTAINED IN THIS PARAGRAPH SHALL NOT APPLY TO THE INDEMNITY OBLIGATIONS OWED BY EITHER PARTY. WHILE ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO INTUIT, MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.
8. Miscellaneous.
8.1 Application and Credit Check.
Merchant represents and warrants that statements made on its Application for this Agreement are true as of the date of its execution of this Agreement. Merchant’s signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Merchant.
8.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement.
8.3 Assignment. Paymentech may assign this Agreement to an entity qualified under Card Brand Rules to perform its obligations under this Agreement. Merchant cannot assign or transfer your rights or delegate its responsibilities under this Agreement without Paymentech’s prior written consent. Failure to obtain our consent may result in a termination of this Agreement. Any permitted assignee or successor entity must provide such additional information and execute such additional documentation or take any further actions as Paymentech may request in order to ensure continued processing of Transactions under this Agreement.
8.4 Parties. This Agreement binds Merchant and its respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
8.5 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Card Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement.
8.6 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced.
8.7 Entire Agreement. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives. The parties acknowledge and agree (i) that this Agreement applies only to Transaction Data generated within the United States; and (ii) that this is a contract for commercial services.
8.8 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed), to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing.
8.9 Governing Law; Waiver of Jury Trial; Arbitration. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Dallas County, Dallas, Texas. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) MERCHANT IS GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST PAYMENTECH, MEMBER, OR RELATED THIRD PARTIES; (ii) MERCHANT IS GIVING UP ITS RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST PAYMENTECH, MEMBER OR RELATED THIRD PARTIES; (iii) MERCHANT IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST PAYMENTECH, MEMBER AND/OR RELATED THIRD PARTIES. Any claim, dispute, or controversy (“Claim”) by either Merchant, Paymentech or Member against the other, or against the officers, directors, employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or relating in any way to this Agreement or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”). All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, Merchant, Paymentech’s or Member’s negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. Merchant and Paymentech will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between Merchant and Paymentech and/or Member. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section shall be non-severable from the remainder of this Section. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, MERCHANT AND PAYMENTECH MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
8.10 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 15.11 will affect or excuse your liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services.
8.11 Amendment. This Agreement may be amended at any time by Paymentech upon 30 days notice to you. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Your electronic signature or continued submission of Transactions to us following such notice will be deemed to be your acceptance of such amendment.
8.12 Merchant Taxpayer Certification and Paymentech Reporting Obligations. Pursuant to 26 USC 6050W, Paymentech is a “payment settlement entity”, obligated to collect and report certain taxpayer information to the United States Internal Revenue Service. Therefore, in conjunction with the execution of this Agreement, Merchant shall provide Paymentech with the appropriate taxpayer certification documentation, via Internal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Merchant shall promptly notify Paymentech if there are any changes in this information. Paymentech may deduct withholding taxes, if any, from proceeds payable to Merchant or any entity that is a party to this agreement where required under applicable law. Paymentech may, in accordance with applicable law and from time to time during the term of this Agreement, request Merchant to recertify its taxpayer certification hereunder. Furthermore, Merchant shall be responsible for any penalties related to the reporting obligations of Paymentech hereunder to the extent such penalties accrue based on the actions or inactions of Merchant despite reasonable notice from Paymentech.
9. Definitions.
“Application” is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial information, to induce us to enter into this Agreement with you and that has induced us to process your Transactions under the terms and conditions of this Agreement.
“Chargeback” is a reversal of a Transaction you previously presented to Paymentech pursuant to Card Brand Rules.
“Customer” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card.
“Merchant”, “you”, and “your” is the Merchant identified in the Application on the cover page of the Agreement.
“Member” is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Card Brand. Member is a principal party to this Agreement and your acceptance of Card Brand products is extended by the Member.
“Payment Application” is a third party application used by merchant that is involved in the authorization or settlement of Transaction Data.
“Card Brand” is any payment method provider whose payment method is accepted by Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Card Brand also includes the Payment Card Industry Security Standards Council.
“Card Brand Rules” are the bylaws, rules, and regulations, as they exist from time to time, of the Card Brands, including, without limitation, any operating principles (including without limitation the Operating Principles identified in Exhibit D of the Agreement), as such Operating Principles or other requirements may be revised from time to time by the Card Brands in their sole discretion.
“Payment Application” is a third party application used by Merchant that is involved in the authorization or settlement of Transaction Data.
“Card” is an account, or evidence of an account, authorized and established between a Customer and a Card Brand, or representatives or members of a Card Brand that you accept from Customers as payment for a good or service. Cards include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts.
“Card Information” is information related to a Customer or the Customer’s Card, that is obtained by Intuit or Merchant from the Customer’s Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer’s zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically or otherwise stored thereon.
“Paymentech”, “we”, “our”, and “us” is Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254.
“Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Card Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Card Information, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program (“CISP”), Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program (“SDP”), Visa’s Payment Application Best Practices (“PABP”), the Payment Card Industry’s Payment Application Data Security Standard (“PA DSS”), MasterCard’s POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time.
“Service Provider” is any party that processes, stores, receives, transmits or has access to Card Information on your behalf or any Merchant’s behalf, including, but not limited to your Merchant’s agents, business partners, contractors and subcontractors. “Transaction” is a transaction conducted between a Customer and Merchant utilizing a Card in which consideration is exchanged between the Customer and Merchant, and which is submitted to Paymentech by Intuit.
“Transaction Data” is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record.
