MERCHANT ECHECK/ACH APPLICATION & AGREEMENT
This Agreement is between YOU (Merchant), and PayToo Corp., d/b/a PayToo ® and PayToo Merchant Services Corp a/k/a d/b/a Go.PayToo (hereinafter “PayToo”) and its Originating Depository Financial Institution (“ODFI”) and/or Third Party Processor is entered into on the date signed and accepted by all parties. These Terms and Conditions and the Merchant Application constitute the entire agreement between PayToo and merchant with respect to the subject matter hereof.
PayToo is providing merchant access to a web-based E-WALLET/CREDIT CARD/ECHECK/ACH Platform for the purpose of originating debit and credit transactions through the PayToo Payment as an Electronic Funds Transfers (“EFT”) or a Processing acquiring system. Merchant acknowledges that all transactions will be originated in accordance with these terms and conditions and the National Automated Clearing House Association (“NACHA”) Rules and Regulation (Rules), as periodically amended, and any other government regulations that may relate to ECHECK/ACH originations or Credit Card payment and E-Wallet payment.
- Term: The initial term of this Agreement is for a period of three (3) years and such term shall be automatically extended for successive Renewal terms; provided, however, that either party may terminate this Agreement at any time after the Initial Term without cause and without breach of this Agreement upon thirty (30) days prior written notice.
- Entry Submission: Upon acceptance of this Agreement and setup of Merchant’s PayToo Merchant Account, Merchant will be able to originate transactions entries into the PayToo Processing Platform. Entries with an effective date of the following business day in the Processing Platform by 4:00 PM EST each business day will be subject to transmission that day. Other factors, such as credit holds may delay the transmission of these entries.
- Fees and Charges: Merchant agrees to pay PayToo the fees and charges for the services rendered hereunder in accordance with the Fees and Charges Schedule as set forth in this agreement. Merchant will be notified via electronic mail when a debit entry, such as the monthly Fee Settlement, has been generated and a debit entry will be transmitted via ACH to the Merchant’s designated bank account. Merchant agrees that it shall, at all times, maintain a sufficient balance in its designated bank account to cover debit related entries, including Monthly Fee Settlements. If PayToo attempts a debit entry to Merchant’s bank account for any reason granted within the context of this agreement and receives a return notification for any reason, PayToo may charge Merchant a Returned Settlement fee. The fees and charges are subject to change upon thirty (30) days prior written notice (by electronic or U.S. Mail) to the Merchant. Upon receipt of any notice of fee increase, Merchant may, by written notice to PayToo at least ten (10) days prior to effective date of any such fee increase, terminate this agreement as set forth in paragraph 9. If Merchant does not terminate the Agreement, it shall be deemed to have accepted the fee increase.
- Authorizations and Agreements: Merchant shall obtain written authorization agreements executed by an authorized account signer in order for PayToo to debit funds pursuant to the Rules for electronic funds transfers. In the event of a WEB or TELEPHONIC entry, Merchant will obtain, and provide to PayToo upon request, the minimum requirements for WEB or TELEPHONIC entries as set forth in the Rules. Merchant agrees to periodically review its authentication techniques, to ensure that its security measures are adequate, and make all necessary changes to ensure that all authentication techniques are in accordance with all applicable laws, regulations, statutes, and the Rules. Upon a valid request from a Receiving Financial Depository Institution (“RDFI”) for proof of authorization, PayToo will notify the Merchant, and Merchant will be required to provide such valid proof within four (4) days of such request. Failure to provide such proof, as required by the Rules, may result in suspension or termination of Merchant’s ACH Account. In addition, Merchant shall be liable for any and all liabilities, claims, costs, expense, reimbursement obligations, fines, and penalties, which arise due to such failure to timely produce original payee authorization agreements. The provisions of this paragraph will survive the termination of this agreement.
- Returned Transactions: PayToo will notify Merchant by electronic mail upon receipt of a returned transaction. Merchant authorizes PayToo to deduct returned debits from any settlement credit due to Merchant, or in the event no such settlement is due, originate a debit entry to the Merchant’s designated bank account for a returned debit. In the event the return is a credit that was previously offset by debiting the Merchant bank account, the returned funds will be credited back to the Merchant’s bank account within the standard settlement period. Refer to Fees and Charges for applicable fees.
- Rejects and NOCs: PayToo confirms that all pending transactions have no prior returns associated with invalid account information or invalid/revoked authorization. If a pending transaction is found with a prior problem, PayToo has the right to void (reject) the transaction and Merchant will be notified of such reject via electronic mail. In the event an NOC was received correcting account data, PayToo will correct pending transaction in order to comply with the Rules. Refer to Fees and Charges for applicable fees.
- Settlement: In settlement for each credit entry submitted by Merchant, PayToo will transmit an Offset Settlement debit to the Merchant’s designated bank account on the effective date of such credit(s) and will then hold credits for a minimum of six days prior to transmitting through the ACH. In the event that the Offset Settlement is returned, held credits will be voided and the Merchant will be notified via electronic mail. If the Offset Debit is returned after the credit(s) have been transmitted through ACH, the debit will be resubmitted and a Returned Settlement Fee will be applied. Debit entries will be settled five (5) business days from the date the entry is submitted to the ECHECK/ACH Platform, unless both PayToo and Merchant agree upon a shorter term in writing. Returned debit entries received after the settlement is transmitted, will be subject to additional fees, and a debit will be initiated to reclaim funds. In the event that fraudulent activity is suspected, PayToo has the right to hold settlements while an investigation is made. Merchant will be notified via electronic mail of any such event.
- Rolling Reserve: Upon, or at any time after, execution of this Agreement, PayToo may establish a Rolling Reserve requirement of at least ten percent (10%) of Cleared Funds to be held by PayToo for a period no less than one hundred and eighty (180) days or as otherwise indicated on page 5 – Merchant Fee Schedule, Return Codes and Limits. PayToo may from time to time and at its absolute and sole discretion impose or amend the Rolling Reserve to cover future indebtedness of Merchant to PayToo that may arise out of or relate to the obligations of Merchant under this Agreement, including, but not limited to, Chargebacks, fees, fines and penalties. PayToo may fund the Rolling Reserve Account by deduction from payments due to Merchant or a charge against Merchant’s Operating Account as agreed upon by Merchant. The Rolling Reserve Account will be maintained for a minimum of three (3) months after the date on which this Agreement terminates or until such time as PayToo determines that the release of the funds to Merchant is prudent, in the best interest of PayToo and commercially reasonable, and that Merchant’s account with PayToo is fully resolved. Upon expiration of this three (3) month period or when PayToo determines that the release of the fund is prudent, in the best interest of PayToo and commercially reasonable, any balance remaining in the Rolling Reserve Account will be paid to Merchant and PayToo reserve the right to returns such funds in monthly increments over the same number of months that such funds were originally held. PayToo will inform Merchant in writing of any charges debited to the Rolling Reserve Account during this period. If during the terms of this Agreement PayToo agrees to a lower Rolling reserve rate, due to Merchant’s good practice or for other reasons, then PayToo may raise the rolling reserve rate to what was initially negotiated (page 3 – Merchant Fee Schedule) upon two (2) days’ warning, if PayToo considers in its absolute discretion that the precondition for the lower rate has changed.
- Hardware and Communication Services: Merchant shall be solely responsible for establishing and maintaining its telecommunications lines and equipment necessary to transmit data between Merchant’s equipment and PayToo.
- Security: Merchant shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of the PayToo Processing Platform by Merchant, its employees, agents, and customers. PayToo will assign to Merchant one or more user identification numbers and temporary passwords for Merchant’s use in accessing PayToo Processing Platform. Upon accessing the Processing Platform with the temporary password, Merchant will be required to change the user password. PayToo will not have access to this password. In the event Merchant is unable to access the Processing Platform due to password problems, Merchant will have to telephone the PayToo Support Department and upon providing satisfactory identification, will be provided a new temporary password. The use and confidentiality of such numbers and passwords shall be the sole responsibility of Merchant and Merchant must institute appropriate safeguards to keep such access passwords secured. PayToo shall not assume any responsibility to discover any possible breach of Merchant’s security. Merchant shall immediately notify PayToo if it discovers any breach of security of the Processing Platform and/or Merchant access.
- Warranty: Limitations on Liability: PayToo shall be responsible only for performing the Services expressly provided for in this Agreement, and may be liable only for its gross negligence in performing those Services. PayToo shall not be responsible for the acts or omissions of the Merchant or its owners, directors, officers, employees, or representatives (including without limitation the amount, accuracy, timeliness of transmittal, or authorization of any entry received from the Merchant) or those of any other person, including, without limitation, the Bank, any Federal Reserve Bank, transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed PayToo 's agent. PayToo will not be responsible for any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communication, networks, legal constraints or other events beyond its control. Because of the difficulty of determining actual damages for any failure of PayToo to perform its obligations under this Agreement, the parties agree that the extent of any damages hereunder, if any, shall be limited in amount to the Transaction Processing Fees paid for one calendar year through the month prior to which the loss occurred. IN NO EVENT SHALL PAYTOO BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE WHICH THE MERCHANT MAY INCUR OR SUFFER IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, INCLUDING ANY LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM PAYTOO'S ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT. PAYTOO DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. Without limiting the foregoing, PayToo specifically disclaims any warranty: (i) that the service will be uninterrupted or error-free; (ii) that defects will be corrected, (iii) that security methods employed will be sufficient; or (iv) the service will be correct, accurate or reliable.
- Termination of Service: PayToo shall have the right to immediate termination of this Agreement if the Merchant's representations and warranties contained in this Agreement are not true and correct both on the day made and at any time during the term of this Agreement. PayToo may also cancel any account for any Merchant if it participates in any illegal, unethical or other unacceptable behavior that PayToo, in its sole discretion, deems to adversely reflect on PayToo 's reputation, and either party may terminate this Agreement if the other party: (i) is in default of any obligation under this Agreement (which shall include nonpayment of fees and charges) and such default has continued for fifteen (15) days following notice and opportunity to cure; (ii) files or suffers the filing of a petition for relief under the bankruptcy laws; or (iii) makes an assignment of all or substantially all of its assets for the benefit of creditors. Any termination of this Agreement shall not affect any of the obligations of either party arising prior to such termination. Merchant must provide a written Notice of Termination. Upon termination of this Agreement by Merchant as set forth in this Paragraph, the Merchant shall notify PayToo of the effective date of such termination, and any processing fees due to PayToo must immediately be paid upon notice of cancellation. Accounts are not closed until each account balance is paid in full. PayToo is hereby authorized to debit from Merchant's bank account the amount of all fees due upon cancellation. PayToo shall continue its obligation to notify Merchant of any returned transactions and Merchant will continue to authorize the settlement of such returned items to the Merchant’s bank account. Any termination by Merchant will not affect PayToo’s rights or obligations arising before the termination.
- Compliance with Rules, Laws, and Regulations: Merchant hereto agrees to comply with all applicable laws and regulations, including without limitation, such laws and regulations of federal, state, and local governmental authorities, the Office of Foreign Assets Control (“OFAC”) the National Automated clearing House Association (“NACHA”), and the Federal Reserve Regulation E (12 C.F.R. Part 205). PayToo has established reasonable rules, regulations, and operational guidelines with respect to use of the Service by Merchant, and Merchant agrees to adhere to such and any future amendments as notified. PayToo reserves the right to suspend Merchant’s access to the PayToo Processing, and to hold funds if deemed appropriate, if evidence exists that transactions have been submitted that are not in compliance with such Rules, laws, and regulations, until such time that compliance is assured.
- Indemnification: The Merchant shall be liable for and shall indemnify and hold harmless PayToo and the Bank and their employees, officers, directors, agents and affiliates from and against any claim, loss, damage, penalty, cost or expense (including attorneys' fees and expenses) resulting or arising from: (a) any breach of any of the representations, warranties and agreements of the Merchant contained in this Agreement; (b) failure to comply with NACHA Rules, regulations, or applicable laws; (c) any fraudulent, wrongful, or negligent act or omission of Merchant or any of its employees, agents, independent contractors, or customers; (d) any unauthorized transmission by Merchant of data from Merchant; (e) any unauthorized entry by Merchant of information into the ACH Platform; and/or (f) any use by Merchant of the ACH Platform or the Services other than in strict compliance with the procedures and terms set forth in this Agreement. Merchant shall not, however, be liable for any special, indirect, or consequential damages, including without limitation lost profits, even though such damages may have been foreseen or foreseeable by Merchant or PayToo. The indemnification provisions hereof shall survive the termination of this Agreement.
- Further Representations and Warranties of Merchant: The Merchant represents, warrants and agrees that: (a) All information contained in this Agreement, any application or in any other documents delivered to Bank and/or PayToo in connection therewith is true and complete and properly reflects Merchant's business, financial condition and principal partners, owners or officers; (b) this Agreement (i) has been duly authorized, and delivered by the Merchant; (ii) is in full force and effect; (iii) the person executing this Agreement is duly authorized to bind the Merchant to all provisions of this Agreement; and (iv) such person is authorized to execute any and all documents and to take any action on behalf of the Merchant which may be required by PayToo now or in the future; (c) this Agreement does not violate any law or conflict with any other agreement to which the Merchant is bound; (d) There is no action, suit or proceeding pending or threatened, which if decided adversely would impair Merchant's ability to carry on its business substantially as it is now being conducted; (e) the Merchant has obtained all necessary regulatory approvals, licenses and certificates to provide any services that it intends to offer; (f) the Merchant shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, regardless of the nature of the laws and regulations, and shall continue to comply with all applicable laws and regulations that may apply to it in the future; (g) Merchant shall be bound by and comply with the Rules as in effect from time to time and acknowledges that entries may not be initiated that violate the Rules, or laws of the United States; (h) it shall pay all taxes and other charges imposed by any governmental authority on the Services provided under this Agreement; (i) each person shown as the Receiver on an entry received by PayToo from Merchant has authorized the initiation of such entry and the crediting and/or debiting of such person's account in accordance with the Rules, by Regulation E or other applicable law and this Agreement in the amount and on the Effective Entry Date shown on such entry, and the Merchant will retain all of such authorizations for a period of six (6) years after their termination or revocation or for such longer period as may be required by the Rules or applicable law and provide a copy to PayToo upon request; (j) such authorization is valid at the time of transmittal or crediting/debiting by PayToo as provided herein and has not been revoked by operation of law or otherwise; (k) entries transmitted to PayToo by Merchant are limited to those types of credit and debit entries appropriate for Merchant’s business, and is for an amount which, as of the applicable Settlement Date, will be due and owing, has been specified to be paid, or is a correction of a previously transmitted erroneous entry; (l) all transactions submitted hereunder are bona fide; (m) Merchant has never been terminated for cause from an agreement in which the Services contemplated herein are provided; (n) this Agreement constitutes the legal, binding and enforceable obligation of Merchant, enforceable in accordance with its terms; (o) each entry conforms in all respects to the Rules and applicable law; and (p) Merchant authorizes PayToo to audit its records to confirm compliance with this Agreement. All instructions to Merchant as set forth in this Agreement shall be complied with. Non-compliance may result in immediate implementation of non-compliance fines and/or cessation of service by PayToo.
- Confidentiality/Restriction on Use of or Disclosure of Trade Secrets: Neither party will disclose to anyone, directly or indirectly, either during the term of this Agreement or at any time thereafter, any trade secrets, or confidential information of the other party or use such information other than in the course of services provided under this Agreement. All documents that we prepare, or any confidential information that might be given to you in the course of our services under this Agreement, are the exclusive property of PayToo Corp.
- Status of the Parties: Nothing herein shall be construed to create a partnership, joint venture, franchise, employer-employee relationship by or between Merchant and PayToo. No party shall have the authority to commit or bind any other party without such party’s prior written consent.
- Notices: All notices, requests and other communications under or in connection with this Agreement shall be in writing and shall be given by electronic mail, facsimile transmission, express carrier or United States registered or certified mail, addressed to the applicable party or parties at the address provided to the other or as set forth above, or at such other address as may be designated by notice as provided herein. Any such communication shall be effective upon its receipt.
- Amendments: From time to time PayToo may amend any of the terms and conditions contained in this Agreement, including without limitation, any cut-off time, any business day in order to comply with modifications to applicable laws and regulations and the Rules. Such amendments shall become effective upon receipt of notice by the Merchant or such later date as may be stated in PayToo’s notice to the Merchant.
- Assignment: The Merchant may not assign this Agreement or any of the rights or obligations hereunder, without the prior written consent of PayToo, which consent shall not be unreasonably withheld. By the execution of this Agreement, if Merchant has requested Check Guarantee Services, Merchant assigns transfers and conveys to PayToo all of Merchant’s rights, title and interest in any check submitted to PayToo under this Agreement and agrees to endorse such checks and to take any further action and follow all of the Rules and Procedures deemed necessary by PayToo to aid enforcement of such rights. Merchant agrees to follow all guidelines and procedures regarding check acceptance and customer payments as directed by the PayToo.
- Survival: All representations, warranties, covenants and agreements of the Merchant contained herein shall survive the execution, delivery and termination of this Agreement.
- Governing Laws and Jurisdictions: Any and all of Merchant’s obligations to PayToo hereunder shall be governed by and construed in accordance with the laws of The State of Florida. The Merchant consents to the jurisdiction of the Courts of The State of Florida and venue in Broward County, Florida for the purposes of any legal action arising in connection with such obligations, the breach thereof or the transactions contemplated herein, and agree that service upon such party in any such action may be made by certified first class mail, to the address on record.
- Attorney Fees: Merchant will be liable for and will indemnify and reimburse PayToo for all attorneys' fees and other costs and expenses paid or incurred by PayToo in the enforcement of this Agreement, or in collecting any amounts due from the Merchant to PayToo or resulting from any breach by Merchant of this Agreement.
- Force Majeure: PayToo shall not have any responsibility and shall incur no liability for any failure to carry out, or any delay in carrying out, any of its obligations under this Agreement resulting from acts, omissions, or inaccuracies of third parties not under its reasonable control, acts of God (including, but not limited to, fire, floods or adverse weather conditions), labor difficulty, legal constraint, war, terrorism, the unavailability or interruption of transmission or communication facilities or utilities, equipment or other technological failure, emergency conditions or any other cause beyond its reasonable control.
- Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
- Acceptance: This Agreement shall become the binding obligation of PayToo upon completion of its due diligence, including verification of Merchant’s credit worthiness and receipt of all requested documentation. Upon acceptance, Merchant will be notified by electronic mail and provided with a unique Merchant Code and login information.
- Third Party Beneficiaries: Merchant acknowledges and agrees that PayToo Corp. Originating Depository Financial Institution (“ODFI”) is expressly made a third-party beneficiary of this Agreement as well as Silicon Solutions acting as a reseller of PayToo Corp. Processing gateway services.
- Guarantee Requirements: If Merchant has requested check guarantee services under this Agreement, PayToo agrees to purchase from Merchant at face value all “Qualified” checks presented and made payable to Merchant for payment of goods or services provided by Merchant which were returned or dishonored by any U.S. bank, savings and loan, or similar financial institution pursuant to the terms and conditions set forth herein and delivered, physically or electronically to PayToo.
PayToo will be providing payment at 100% face value for all NSF or CHARGE BACK returned items that are not greater than the contractual amount mutually agreed upon and are compliant with the following:
- Customer Full Name
- Residence Address
- Home Telephone Number (including Area Code)
- Driver’s License Number (including State)
Corporate and personal credit and criminal background inquiries on both the legal entity contracting for payment services with Processor and the designated Principals of that entity are required for all private corporations and certain not for profit organizations (501 C-3 Tax Entities). The objective of these inquiries is to confirm that the entity and principals meet Processor’s qualifications to originate Automated Clearing House (“ACH”) Electronic Funds Transfer (“EFT”) debit and credit transactions and to comply with Processor’s and its affiliated bank’s Office of Foreign Asset Control (“OFAC”) and Know Your Customer (“KYC”) requirements. All inquiries and information is for the sole purpose of determining Merchant qualifications, to comply with Federal Regulations and act in concert with payments and financial services industry “best practices”. The acquisition of all such information shall be in strict compliance with the Fair Credit Reporting Act (“FRCA”) and Bank Secrecy Act (“BSA”).
By signing this Agreement, the principal(s) of the applying entity and as an authorized officer of such, hereby authorizes Processor to conduct the credit and background inquiries for the above stated purposes.
Merchant authorizes Processor to collect fees and charges via the Automated Clearing House (“ACH”) system as an Electronic Funds Transfer (“EFT”) debit from the bank account(s) indicated herein on a periodic basis as they become due and payable (“Settlement(s)”), and signer(s) attests to be a duly authorized signatory on the bank account indicated for such transactions. Settlements include Offset debit entries as a prefunding requirement to transmit credit entries submitted by Merchant; Fee Settlement to debit Merchant for Fees and Charges as agreed; File Settlements to debit or credit the Merchant for entries that Merchant previously submitted to the PayToo ECHECK/ACH Processing Platform for transmission through the ECHECK/ACH System; Late Return Settlements for settling returned transactions, which were returned after a File Settlement was originated and transmitted to the Merchant’s designated account. PayToo will notify Merchant by electronic mail (‘email”) when debit or credit entries for Settlement purposes are originated. Merchant also understands that they are responsible for notifying their bank of this authorization in order to avoid returned transactions due to the bank filters or any other such services that the Merchant has with their bank that would result in a dishonored transaction.
Upon acceptance of this Application/Agreement, PayToo will immediately initiate a debit entry to the above account for the Application and Setup fees.
Signer(s) asserts that he or she is a duly authorized officer or representative of Merchant.
Merchant Addendum – Automated Clearing House (ECHECK/ACH) Agreement
- GENERAL. By signing this Agreement, Merchant hereby retains and appoints PayToo and any Third-Party Sender it may utilize from time to time (“Third-Party Sender”) as Merchant’s exclusive data processing and collection agent for processing Entries originated by Merchant for Credits and Debits to accounts of Merchant’s Customers, in accordance with the terms and conditions contained in the Agreement (“Terms and Conditions”). The Terms and Conditions are incorporated by reference in this Agreement and, in addition to any other exhibits, addenda, schedules, terms or amendments, shall comprise and be referred to as “the Agreement.”
- AUTHORIZATION FOR AUTOMATIC FUNDS TRANSFER (ECHECK/ACH). By signing this Agreement, Merchant grants consent and authorization to PayToo and/or its Third-Party Sender where applicable to initiate or transmit automatic Debit, Credit and Adjustment Entries to the Merchant’s Settlement Account and Reserve Account. ECHECK/ACH person signing below understands and agrees that PayToo or its Third-Party Sender, will debit the account specified by Merchant for all setup fees, including any non-refundable application fee, as an ECHECK/ACH item and, upon receipt of the completed Application and Agreement, all subsequent monthly service and transaction fees, Returned Entries, charge backs, required withholdings, fines, fees, damages, or any other cost of processing transactions for Merchant via an ECHECK/ACH transaction in accordance with the Terms and Conditions included in this Agreement.
- THIRD-PARTY BENEFICIARY. Merchant expressly acknowledges and agrees that PayToo’s Third-Party Sender, Checkgateway, LLC and/or any other of PayToo’s Third Party Processor(s) not herein named but demonstrated to have processed the subject ECHECK/ACH transaction is an express and intended third-party beneficiary of the Agreement and has all the rights under the Agreement as if it were a party thereto, including, without limitation, the right to enforce any terms of the Agreement or assert claims against Merchant for breach of the ECHECK/ACH of the Agreement.
- AGREEMENT SIGNATURE. The person signing below agrees that they have read and agree to the Terms and Conditions which have been provided to them and certifies that all information provided in the Application or otherwise to PayToo or its Third-Party Sender to provide services under this Agreement is true, correct and complete. The person signing below agrees to notify PayToo or its Third-Party Sender where applicable of any and all changes which occur from time to time in the information and statements contained in the Application and Agreement or otherwise provided to PayToo, Third-Party Sender, the Originating Depositary Financial Institution (“ODFI”), or anyone else relating in any way to this Agreement.
- PERSONAL GUARNTEE. To endure and in consideration of Third-Party Sender’s acceptance of the Merchant Application and this Agreement, the undersigned agrees to be bound by all terms and provisions of this Agreement (which includes this Addendum and the Terms and Conditions) to the same extent and in the same manner as Merchant, and unconditionally and irrevocably personally guarantees performance of all of Merchant's obligations under the Terms and Conditions part of this agreement (as amended, renewed or extended) and payment of all sums due to Third-Party Sender by Merchant thereafter and, in the event of a default, hereby waives notice of default and agrees to indemnify Third-party Sender for any and all funds due from Merchant pursuant to terms of this Agreement. Guarantor(s) further agrees that Third-Party Sender may proceed directly against Guarantor(s) without first exhausting Third-Party Sender’s remedies against the Merchant, any other person or entity responsible to Third-Party Sender or any security held by Third-Party Sender.
PLEASE CAREFULLY REVIEW THIS TERMS AND CONDITIONS, WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE. BY SIGNING ELECTRONICALY YOU (I) REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO BIND THE PARTY ON WHOSE BEHALF YOU SIGN; (II) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THOSE TERMS AND CONDITIONS AND (III) AGREE TO ACCEPT ELECTRONIC NOTIFICATION OF ANY CHANGES TO THOSE TERMS AND CONDITIONS. CONTINUED ORIGINATION OR ACCEPTANCE OF DEBIT OR CREDIT ENTRIES FROM OR BY COMPANY OR ITS THIRD-PARTY SENDER AFTER RECEIVING NOTIFICATION OF CHANGES TO THE TERMS AND CONDITIONS WILL CONSTITUTE MERCHANT’S ACCEPTANCE OF THE CHANGES AND ITS AGREEMENT TO THE CHANGED TERMS AND CONDITIONS.
Agreement as to obtaining authorizations for ECHECK / ACH Payments
Regulations governing origination of an ECHECK/ACH debit payment require that the Originator (You the Merchant) have and retain evidence that the Payer duly authorized the payment. This proof of authorization can be in the form of:
a. A written purchase, service, membership or subscription agreement signed by the Payer;
b. A Voice recording verifying a verbal authorization;
c. An email confirmation sent to the Payer prior to the effective date of the debit;
d. A digital copy of the Payer and Payment details supplied over the internet by the Payer indicating authorization when the transaction is initiated online.
In the event of a claim by a Payer that they did not authorize an ECHECK/ACH debit originated by you Processor may require that we retrieve from you one of the above Proof of Authorizations. YOU MUST BE ABLE TO PROVIDE THIS UPON REQUEST BY PROCESSOR within seven (7) business days. Failure to provide a Proof of Authorization may result in termination of your Merchant Account and is considered to be a material breach of the ECHECK/ACH Processing Agreement.
I/We agree to insure that valid Proof of Authorizations are acquired from Payers prior to the initiation of an ECHECK/ACH item and that I/We shall not intentionally or knowingly originate an ECHECK/ACH debit item utilizing the ECHECK/ACH System wherein authorization from the Payer was not provided. Furthermore, I/We agree to maintain any and all Proof of Authorizations for a period of two (2) years from the date of the transaction and provide such to Processor upon demand.
By this Electronic signature(s) below the applicant(s) hereby attest under penalty of perjury that the
information contained herein is true and correct.
The applicant(s) expressly grant permission for PayToo Corp. / Third Party Processor/ Third Party Sender / ODFI and any other
service provider to verify information regarding the personal and business information referenced in this application,
which includes but is not limited to: personal and business credit reports, public record searches, bank and trade verifications,
and other risk analysis as deemed necessary.