Addendum to Terms of Service - PX Payments

 

Last updated: April 7, 2022

If Client enables the PX Payments payment processing and associated proprietary managed services (collectively, “PX Payments”), Client acknowledges and agrees that it has read, understands, and agrees to be bound by the following additional terms and conditions, which hereby are incorporated into and made a part of the Terms of Service (the “Terms”):

Client Information

As a material condition to Paytronix enabling PX Payments for use by Client, Client agrees to (1) provide Paytronix with true, accurate, and complete information about Client and its business requested for PX Payments account setup, and (2) promptly provide Paytronix with updates to all such information so that it is true, accurate, and complete at all times.  Client authorizes Paytronix to share such information and transaction information related to its use of PX Payments with its third party service providers (including without limitation Stripe) to the extent necessary in order to provide PX Payments to Client.

Stripe Services Agreement

Client acknowledges and agrees that certain functions of PX Payments are powered by Stripe, Inc. (“Stripe”), and that as a material condition to Client using PX Payments, Client must enter into and be at all times in compliance with and in good standing under the Stripe Connected Accounts Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”), as the same may be modified or amended by Stripe from time to time. 

Use Restrictions

Client agrees that Paytronix may, in its sole discretion, establish limitations concerning the use of PX Payments by Client or a customer, including without limitation individual or aggregate limits on dollar amount or number of transactions within specific periods of time; decline to process a transaction without prior notice; delay processing or hold or cancel processing of a transaction upon Client’s request, or if Paytronix determines, in its sole discretion, that a transaction is suspicious, involves misconduct or fraud, is invalid, or otherwise violates any applicable law, statute, ordinance, or regulations, the Terms, the Paytronix Service Agreement, or any applicable Paytronix security, operational, financial, or other written policies that have been made available to Client.

Client agrees that it will not, and it will take commercially reasonable measures to ensure that its customers do not, use PX Payments: (1) in a manner that would or reasonably would be expected to violate any applicable law, statute, ordinance, or regulation; (2) to purchase or sell, or to facilitate the purchase or sale of, illegal goods or services, including but not limited to: unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, money laundering, the funding of terrorist organizations, or the unlawful purchase or sale of tobacco, firearms, prescription drugs, or other controlled substances; (3) to make transactions in a manner that any electronic funds transfer network reasonably would believe to be an abuse of the card system or a violation of card association or network rules; (4) to test the functionality or capability of PX Payments; or (5) in a manner that would violate the Payronix Service Agreement, the Terms, the Stripe Services Agreement, or any applicable Paytronix security, operational, financial, or other written policies that have been made available to Client.

Losses or liabilities arising from (1) chargebacks, reversals, refunds, adjustments, or similar arising out of any act, omission, or failure to act on the part of Client; (2) sales tax collection or remittance; or (3) fraudulent activity in connection with use of PX Payments by Client or its customers, shall be the sole responsibility and for the account of Client, except solely if and to the extent directly caused by a material breach of the Paytronix Service Agreement or the Terms by Paytronix, or caused by the fraud, willful misconduct, or gross negligence of Paytronix.

Security

Paytronix is committed to protecting the security of Client and its customers and uses industry-standard security technologies for PX Payments.  However, no data transmission over the internet or any wireless network can be guaranteed to be 100% secure.  As a result, Paytronix cannot guarantee the security of information transmitted using PX Payments, and the use of PX Payments is at Client’s own risk.  Paytronix does not assume responsibility or liability that is the result of unauthorized or illegal access to any Paytronix systems or those of its service providers or vendors.

Disclaimer of Warranty

PX PAYMENTS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYTRONIX, ITS PARENT AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, CONSULTANTS, SERVICE PROVIDERS, VENDORS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “PAYTRONIX PARTIES”), EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE OF ANY KIND OR TYPE.  THE PAYTRONIX PARTIES MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, TIMELINESS, OR PERFORMANCE OF PX PAYMENTS, OR THAT PROBLEMS OR ISSUES WILL BE CORRECTED, OR THAT PX PAYMENTS IS FREE OF BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

THE PAYTRONIX PARTIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOTGUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH PX PAYMENTS; (B) THAT PX PAYMENTS WILL MEET CLIENT’S SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; OR (C) THAT PX PAYMENTS WILL BE AVAILABLE OR BE UNINTERRUPTED OR BE SECURE.  USE OF PX PAYMENTS IS DONE AT CLIENT’S OWN RISK, AND CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM CLIENT’S USE OF PX PAYMENTS.  NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY THE EXERCISE OF ANY RIGHT OR REMEDY, ORTHE IMPOSITION OF ANY LIABILITY, UNDER APPLICABLE LAW OR REGULATION IN CONTRAVENTION THEREOF OR IN ANY MANNER THAT WOULD CAUSE ALL OR ANY PORTION OF THIS AGREEMENT TO BE VOID OR UNENFORCEABLE.

Limitation of Liability

CLIENT ACKNOWLEDGES AND AGREES THAT PAYTRONIX IS ONLY WILLING TO PROVIDE ACCESS TO PX PAYMENTS IF CLIENT AGREES TO CERTAIN LIMITATIONS OF LIABILITY TO CLIENT AND TO THIRD PARTIES.  IN NO EVENT WILL THE PAYTRONIX PARTIES, OR ANY ONE OF THEM, BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR SIMILAR ARISING IN CONNECTION WITH CLIENT’S OR ANY OF ITS CUSTOMER’S USE OF PX PAYMENTS, OR THESE TERMS, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, PX PAYMENTS.  THE PAYTRONIX PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN CLIENT AND ANY OF ITS CUSTOMERS OR FOR ANY INFORMATION APPEARING ON CLIENT’S SITE.

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT PAYTRONIX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CLIENT AGREES THAT ITS SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS IS TO DISCONTINUE USING PX PAYMENTS.  IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF PAYTRONIX TO CLIENT FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY CLIENT UNDER THESE TERMS WITHIN THE LAST TWELVE (12) MONTHS, AND (B) FIFTY DOLLARS (US$50.00).

CLIENT AGREES THAT THESE LIMITATIONS OF LIABILITY ARE A MATERIAL CONDITION TO PAYTRONIX ENABLING PX PAYMENTS FOR USE BY CLIENT, REFLECT THE PARTIES’ MUTUALLY AGREED AND NEGOTIATED ALLOCATIONS OF RISK, AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES.

Indemnification

Client will indemnify, defend, and hold harmless the Paytronix Parties from and against all third party claims or actions (each, a “Claim”), and any liabilities, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees and costs) related thereto, to the extent same arise out of (a) Client’s use of PX Payments; (b) any breach or alleged breach of Client’s representations or warranties or other terms or conditions contained in the Terms, the Paytronix Service Agreement, or the Stripe Services Agreement; (c) Client’s failure to provide true, accurate, and complete information to Paytronix initially or to update such information as required; (d) Client’s violation of any third party right, including without limitation any copyright or patent or other intellectual property right, property, or privacy right; (e) any violation of applicable laws or regulations by Client; or (f) claims arising from Client’s gross negligence, willful misconduct, or intentional breach.  Paytronix will give prompt written notice, cooperation and assistance to Client relative to any such claim, action, or suit, and Client will have the option to undertake and conduct the defense of such claim or suit (including, without limitation, selecting in its sole discretion, competent counsel reasonably experienced in the subject matter therefore) and to engage in settlement thereof, subject to Paytronix's reasonable prior approval right over any such settlement.  Client’s indemnification obligations are expressly intended to survive the termination or expiration of the Paytronix Service Agreement.

Order of Precedence

To the extent there are any conflicts or inconsistencies between the terms or conditions of this Addendum with the Terms or the Paytronix Service Agreement, or either of them, the provisions of this Addendum will govern and control solely with respect to PX Payments.

Updates to Addendum

Client acknowledges and agrees that Paytronix may amend or modify this Addendum from time to time, and it is Client’s responsibility to check the Site periodically for changes to the Terms, including this Addendum.  The date at the top of the Site indicates when the Terms were last updated.  All changes are effective when they are posted and apply to Client’s access and use of PX Payments as of such date.  By continuing to use PX Payments after such date, Client agrees to be bound by the Terms as modified.  If Client does not agree with the amended Terms, Client’s sole and exclusive remedy is to notify Paytronix that it desires to terminate its license to use PX Payments and discontinue its use on or after that date.