RapidCents Services Agreement

Last updated: Sep 10, 2024

This RapidCents Services Agreement (“Agreement”) is a legal agreement between RapidCents Inc. (“RapidCents”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the RapidCents Account page to receive certain payment, analytics and benchmarking, and other business services that may be offered by RapidCents and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Required Regulatory Disclosures

We are required by law to provide to you at the beginning of our agreement with boxes that contain a summary of certain information from the agreement and disclosure of our fees. This information is described in more detail in the body of the agreement, and our fees are also set out in the Fee Schedule.

Information Summary Box

Date of Contract	The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) for the period of four years or until terminated by RapidCents.
Acquirer	“Acquirer” shall mean Elavon, LLC and Elavon Canada, which is the entity contracted by RapidCents Inc to submit sales drafts and transaction information to the Associations on behalf of RapidCents and to receive and pay to RapidCents settlement funding for such sales transactions and that is a member of the Associations.
Cancellation of contract and any applicable penalties	Merchant’s right to cancel You may terminate without penalty due to the introduction of a new fee, a card brand reduction in costs unrealized in your fees or an existing fee increase, except one made in accordance with a pre-determined fee schedule as per the contract. A merchant may cancel the contract without penalty in the event of a material change to the terms of this Agreement or the addition of any material terms to this Agreement not previously negotiated and agreed to. Your right to cancel must be exercised within 90 days of receiving notice of the fee increase or the introduction of a new fee by calling (844) 957-2743 or emailing [email protected] and the RapidCents closure form should be signed and signed and sent back to the company. There are $500 penalties for early termination. However, termination does not alter your liability for processed payments or related chargebacks.
Complaint handling procedures	Merchant complaints should be submitted to RapidCents Support. Our complaint handling process is accessible at https://help.RapidCents.com. Merchants can also call us at +1 (844) 957-2743.
Information about Payment Software	This section pertains to merchants who purchase RapidCents Products or software. Please note that all software provided by RapidCents Inc. is owned and licensed exclusively by RapidCents Inc. The terms of purchase grant merchants the right to use the licensed software; however, it is important to understand that merchants do not own the software itself. Instead, they own the rights to use the software as long as their account remains active with RapidCents. The software must be used in accordance with the licensing agreement and is subject to the terms and conditions set forth therein. Continued use of the software is contingent upon adherence to these terms and maintaining an active account with RapidCents. Purchase Pricing: software and features may be purchased at then-current pricing specified at the time of your purchase. Fees: Fees associated with the use of RapidCents software are set forth in the Other Fee Disclosure Box below. Termination will not affect any provisions that give rise to an ongoing obligation or limitations. RapidCents just provided the license of the application for the period of the agreement,all right received by RapidCents Inc.
Transaction return policy	RapidCents does not have a separate return policy. Refund (return) transactions are treated in the same manner as Sales(purchase) transactions., please visit: here
Code of Conduct	The Code of Conduct for the Credit and Debit Card Industry is available on the FCAC’s website.
Statements	Your transaction history will be available to you on your dashboard when you log in to your RapidCents account on our website.

Fee Disclosure Box

“Card-Not-Present” means that the card was not electronically read. Generally, the card information is manually key-entered (e.g. online payment).

PAYMENT CARD TYPE	PROCESSING METHOD: CARD-NOT-PRESENT
Visa Classic	2.9% + CA$0.30
Visa Infinite	2.9% + CA$0.30
Visa Infinite Privilege	2.9% + CA$0.30
Visa Business	2.9% + CA$0.30
Visa Prepaid	2.9% + CA$0.30
Visa Debit	2.9% + CA$0.30
MasterCard Classic	2.9% + CA$0.30
MasterCard World	2.9% + CA$0.30
MasterCard World Elite	2.9% + CA$0.30
MasterCard Business	2.9% + CA$0.30
MasterCard Debit	2.9% + CA$0.30
MasterCard Prepaid	2.9% + CA$0.30
American Express	2.9% + CA$0.30
Discover Consumer	2.9% + CA$0.30
Discover Commercial	2.9% + CA$0.30
Diners Club International (Domestic)	2.9% + CA$0.30
Successful charge presented in USD	2.9% + US$0.30
Interac Debit	2.9% + US$0.30

Other Fees Disclosure Box

Visa International Cards presented in CAD	3.5% + CA$0.30
MasterCard International Cards presented in CAD	3.5% + CA$0.30
Discover International Cards presented in CAD	3.5% + CA$0.30
Diners Club International (Non-Domestic) Cards presented in CAD	3.5% + CA$0.30
International cards presented in CAD	3.5% + CA$0.30
International cards presented in USD	3.5% + US$0.30
Currency Conversion Fee	10% above the daily mid-market rate.
Dispute Fee	CA$25.00 Disputed payments, such as chargebacks, incur a fee. If the customer’s bank resolves the dispute in your favor, the fee is fully refunded.
Canadian USD -All card types (Process USD and Deposited in USD in Canada)	3.9%+$0.50 USD/Transactions + $3  /settlement

Fraud prevention and 3D Secure = $350 Monthly + $0.50 per Transaction.

RapidCents Online Ordering: $39.95 Monthly service fee + 3.9%+$0.95 per transaction.

Doordash delivery fee: Deliveries within 5 miles incur a base rate of $9.75. For deliveries beyond 5 miles, the fee is an additional $0.75 per mile up to a maximum of 15 miles.100% of this tip amounts to DoorDash Drivers and RapidCents Software.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services RapidCents may provide to you, including those allowing you to accept payments from purchasers of your goods or services or donors to your organization (your “Customers”). We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “APIs”) and additional resources we make available to you on our website.

Before using the Services, you must register with RapidCents and create an account (a “RapidCents Account”).

Section A describes the process of registering for and using your RapidCents Account.

Section B describes your use of the APIs and the Services.

Section C describes the Services you may use to accept payments and perform other financial transactions, manage subscriptions, and perform transaction reporting (the “Payment Services”).

Section D describes proper handling, management, and use of data generated during your use of the Services, including your Customers’ data.

Section E describes your liability to RapidCents for all losses connected with your RapidCents Account, your agreement to resolve all disputes with RapidCents by arbitration and not in a lawsuit, and other legal terms that apply to you.

Finally, Section F

1. Your RapidCents Account
2. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in Canada are eligible to apply for a RapidCents Account to use the Services described in this Agreement. RapidCents and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.

To register for a RapidCents Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about you that we require. (Please refer to this Link: Customer KYC for more information)We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your RapidCents Account administrator. We need all information/Documents to be submitted.

All documents/Information needs to be reviewed and approved by RapidCents underwriting in order to open the merchant account.

If you use Payment Services, your name (or the name used to identify you) and URL may appear on your Customers’ bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.

1. Business Representative: You and your Representative individually affirm to RapidCents that your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of RapidCents, neither you nor your Representative may register or attempt to register for a RapidCents Account on behalf of a user RapidCents previously terminated from use of the Services. you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement. The following special requirements apply to you if you are not at least 18 years old. If you are a legal entity owned, directly or indirectly, by an individual who is not at least 18 years old, your Representative must either obtain the consent of your board or of an authorized officer; and if you are an individual or sole proprietor, and if you are not at least 18 years old, your Representative must be your parent or legal guardian. Any such approving board, authorized officer, parent, or legal guardian is responsible to RapidCents and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself.
2. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate the information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licences, or other information related to your business, its beneficial owners or principals. If you use Payment Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in the suspension or termination of your RapidCents Account. You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus, and you authorize and direct those third parties to compile and provide to us the information we request. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your RapidCents Account. RapidCents may periodically update this information as part of our underwriting criteria and risk analysis procedures.
3. Changes to Your Business, Keeping your RapidCents Account Current: You agree to keep the information in your RapidCents Account current. You must promptly update your RapidCents Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your RapidCents Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets. You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Network Rules or law. You agree that this Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by you in the event of a Bankruptcy Proceeding relating to you. You hereby acknowledge that, but for the agreement in the immediately preceding sentence, we would not have entered into this Agreement.
4. As a primary inducement to us to accept this Company Application, the undersigned Guarantor(s), by signing the Company Application, jointly and severally, and in Quebec solidarily, unconditionally, and irrevocably, guarantee the continuing full and faithful performance and payment by Company of each of Company’s duties, debts, liabilities, and obligations to us (including, without limitation, in respect of Chargebacks and obligations in connection with Leased Equipment, if applicable) pursuant to the Company Application and Agreement, as may be amended from time to time, with or without notice (collectively, the “Obligations’). Guarantor(s) agrees that this is a continuing guarantee and that Guarantor’s(s’) liability will not be discharged, affected, or released by (a) any event which results in Company not being under a legal obligation to make any payment or perform any Obligation, or (b) any event which results in Guarantor(s) not being under a legal obligation to make any payment or perform any obligation hereunder including by the Guarantor’s(s’) death or legal incapacity. Guarantor(s) understand further that we may proceed directly against Guarantor(s) without first exhausting our remedies against any other person or entity responsible, therefore to them or any security held by Company or us. Guarantor(s) renounces the benefit of discussion and division. This guarantee will bind all heirs, administrators, estate trustees, representatives, permitted successors, and assigns of Guarantor(s) and may be enforced by or for the benefit of any of our successors. Guarantor(s) understand that the inducement to us to accept this Company Application is a consideration for the guarantee and that this guarantee remains in full force and effect even if the Guarantor(s) receive no additional benefit from the guarantee. Each of these guarantees, the Company Application, and the Agreement is a business agreement, and any limitation period is expressly excluded and waived entirely. Guarantor(s) acknowledges that this guarantee is a summary of the guarantee provisions in the TOS (defined above), agrees that this guarantee is subject to the terms and conditions set forth in the TOS, and, by signing below, represents and warrants that it has obtained and read in full the TOS available at https://RapidCents.com/terms-of-services Guide English or available from our customer service center at 1- (844) 957-2743 prior to signing below and that it agrees with the terms thereof.

The undersigned hereby authorizes any credit reporting agency or bureau to furnish us upon our request with a credit bureau report

that relates to the undersigned.

1. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. RapidCents is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for delivery, support, refunds, returns, and any other ancillary services you provide to your Customers.

RapidCents provides Services to you, but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or correct, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

1. Fees and Fines

RapidCents will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your RapidCents Account (such as handling a disputed charge).

We reserve the right to revise our Fees at any time, provided that, with respect to increases in or the introduction of new Fees related to credit card and debit card transactions, such increase in or new Fees will be subject to a ninety (90) day notice period to you. For greater certainty, notification is not required for fee changes made in accordance with pre-determined fee schedules.

We may charge additional Fees for cross-border transactions or foreign exchange services. In addition to the Fees, you are also responsible for any penalties or fines imposed on you or RapidCents by any bank, money services business, payment network, financial institution, or another financial intermediary (each a “Financial Services Provider”) resulting from your use of Payment Services in a manner not permitted by this Agreement or a Financial Services Provider’s rules and regulations.

You are also obligated to pay all taxes, fees and other charges (“Taxes”) imposed by any governmental authority, including without limitation any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

1. Services and RapidCents Account Support

We will provide you with support to resolve general issues relating to your RapidCents Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of RapidCents’s support pages, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

1. Taxes and Other Expenses

You are solely responsible (i) for determining what, if any, Taxes apply to your Transactions; and (ii) for assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. We are not obligated to nor will we determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction, but we may withhold any amounts that we deem appropriate to cover such Taxes if we cannot validate any tax-related identification information you provide us. We may send documents to you and tax authorities for Transactions processed using the Services. You agree that we may send you any tax-related information electronically.

1. Service Limitations, Prohibited Activities, and Security Controls
2. Compliance with Applicable Laws: You must use the Services in a lawful manner and must obey all laws, rules, regulations and codes of conduct (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, false advertising, and any other Laws relevant to Transactions.
3. Restricted Businesses and Activities: You may not use the Services for your benefit or the benefit of another for any activities RapidCents has identified as a restricted business or activity(collectively, “Restricted Businesses”). Restricted Businesses include the use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by Canada.

Please review the list of Restricted Businesses thoroughly before registering for and opening a RapidCents Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.

1. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public RapidCents systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
2. Security Controls: We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). You agree to review the Security Controls and the Documentation that we provide to you and to select the Security Controls that meet your business requirements. If you believe that the Security Controls we provide are insufficient, then you agree to separately implement additional controls that meet your requirements.
3. Suspicion of Unauthorised or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe may violate this Agreement or other agreements you may have with RapidCents; or that expose you, RapidCents, or others to risks unacceptable to RapidCents. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your RapidCents Account, your Customers, and Transactions made through your use of the Services.

1. Disclosures and Notices; Electronic Signature Consent
2. Consent to Electronic Disclosures and Notices: By registering for a RapidCents Account, you agree that such registration constitutes your electronic signature, and you consent to the electronic provision of all disclosures and notices from RapidCents (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
3. Methods of Delivery: You agree that RapidCents can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your RapidCents Account. Notices may include notifications about your RapidCents Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
4. SMS and Text Messages:You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your RapidCents Account (such as through two-step verification), and to provide you with other critical information about your RapidCents Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security procedures and controls intended to reduce the risk of fraud to you and your Customers (“Security Controls”) on your RapidCents Account and may increase the risk of loss to your business.
5. Requirements for Delivery:It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us, and we can find another means of delivery.
6. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your RapidCents Account.
7. Termination
8. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or RapidCents. You may terminate this Agreement by closing your RapidCents Account by contacting our call center at: (844) 957-2743 or by emailing us at: [email protected]. If you use the Services again or register for another RapidCents Account, you are consenting to this Agreement. We may terminate this Agreement or close your RapidCents Account at any time for any reason by providing you Notice. We may suspend your RapidCents Account and your ability to access funds in your RapidCents Account or terminate this Agreement for no reason, or with reason, if (i) we determine in our sole discretion that you are ineligible for the Services because of fraud or credit risk, or any other risks associated with your RapidCents Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; or (iii) any Law or Financial Services Provider requires us to do so(iv)for any other reason by RapidCents or its affiliate.
9. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions through the Service, and (iii) immediately remove all RapidCents or payment network logos from your website (unless permitted under a separate licensee with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C.

In addition, upon termination, you understand and agree that (i) all licences granted to you by RapidCents under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers within 10 days of termination; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Security Deposit:

Based on underwriting decisions and the risk associated with your account, RapidCents may require a security deposit from you as a condition for maintaining your merchant account. The security deposit will be held by RapidCents Inc. for the duration of your account’s active status and will not accrue any interest. The purpose of this deposit is to mitigate risk and ensure the availability of funds to cover any potential liabilities.

RapidCents reserves the right to deduct from the security deposit for any unpaid fees, chargebacks, penalties, or damages incurred as a result of your use of the services. This includes, but is not limited to, fees related to processing, fraud, or other charges associated with your merchant account. In the event that the security deposit is insufficient to cover these liabilities, you agree to promptly fund any deficit upon notification by RapidCents.

The security deposit may be adjusted at any time at RapidCents’ discretion based on changes in your transaction volume, risk profile, or other factors deemed relevant. RapidCents reserves the right to increase or decrease the security deposit amount during the life of your account, with any additional deposits required to be funded within seven (7) business days of notification.

The security deposit will be held by RapidCents for a period of six (6) months following the closure or termination of your merchant account. During this period, any outstanding obligations, including chargebacks, penalties, or fees that arise post-termination, will be deducted. Once this period has passed, and all obligations have been settled, any remaining balance of the security deposit will be refunded to you.

By maintaining a merchant account with RapidCents, you acknowledge and agree that RapidCents has full control over the security deposit and may access, use, and apply it as needed to protect against risks associated with your account. Failure to maintain the required security deposit or to replenish any deducted funds will constitute a material breach of this agreement and may result in the suspension or termination of your merchant account.

 

Section B: RapidCents Technology

1. APIs and Dashboard

RapidCents has developed and provides access to the APIs that may be used to access the Services. You may use the APIs solely as described in the Documentation to process Transactions or use the Services on websites and through the applications identified in your RapidCents Account. You may manage your RapidCents Account, connect with other service providers, and enable additional features through the RapidCents management dashboard (“Dashboard”).

You may use the APIs to utilize the Services on your website or inside your mobile applications. You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the APIs and Documentation from time to time and may add or remove functionality. We will provide you Notice if we change, deprecate, or remove functionality from the API so that you may continue using the Services with minimal interruption.

We will give you both publishable and secret API keys for live and test Transactions available through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your RapidCents Account. You are responsible for securing your secret keys — do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your RapidCents Account and potential losses to you or your Customers. We provide more details on the proper use of publishable and secret API keys in the Documentation. Information on securing your RapidCents Account is available in Section D.

1. Ownership of RapidCents IP

RapidCents or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the APIs, Services, Dashboard, and Documentation (collectively, “RapidCents IP”) or any copies thereof. RapidCents IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and RapidCents reserves all rights in RapidCents IP not expressly granted to you in this Agreement.

You may choose to, or we may invite you to submit comments or ideas about improvements to the Service, our APIs, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that RapidCents has no fiduciary or any other obligation to you in connection with any Idea you submit to us and that we are free to use your Ideas without any attribution or compensation to you.

1. Licence

RapidCents grants you a nonexclusive and nontransferable licence to electronically access and use the RapidCents IP only in the manner described in this Agreement. RapidCents does not sell to you, and you do not have the right to sublicence the RapidCents IP. We may make updates to the RapidCents IP or new Services available to you automatically as electronically published by RapidCents, but we may require action on your part before you may use the RapidCents IP or new Services (including activation through the Dashboard or acceptance of new or additional terms). RapidCents may revoke or terminate this licence at any time if you use RapidCents IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of RapidCents IP on your behalf or on behalf of others; (ii) sublicence any rights in RapidCents IP granted by us; (iii) import or export any RapidCents IP to a person or country in violation of any country’s export control Laws; (iv) use RapidCents IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

1. RapidCents Marks; References to Our Relationship

We may make certain RapidCents logos or marks (“RapidCents Marks”) available for use by you and other users to allow you to identify RapidCents as a service provider. To use RapidCents Marks, you must first agree to the RapidCents Marks Usage Agreement. RapidCents may limit or revoke your ability to use RapidCents Marks at any time. You may never use any RapidCents Marks or RapidCents IP consisting of trademarks or service marks without our express permission or in a manner that may lead people to confuse the origin of your products or services with ours.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you, and we may publicly identify you as a RapidCents user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and RapidCents. Upon termination of your RapidCents Account, both you and RapidCents will remove any public references to our relationship from our respective websites.

1. Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your RapidCents Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licences to upload or publish any such Content using the Services. You agree to fully reimburse RapidCents for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

1. Use of RapidCents Express, Fraud Prevention.
2. RapidCents Connect: The terms in this section only apply if you choose to connect your RapidCents Account to a platform provider (each a “Platform”) using the RapidCents Express service.

RapidCents Express allows Platforms to help you administer your RapidCents Account and provide additional services directly to you or your Customers. You can connect your RapidCents Account to Platforms when you register for your RapidCents Account or through the Dashboard. When you connect your RapidCents Account to a Platform, you authorize RapidCents to permit the Platform to (i) access your RapidCents Account and any Data (as defined in Section C) contained in your RapidCents Account; (ii) create and manage Transactions with your Customers; and (iii) deduct amounts (for example, fees for the use of the Platform) from funds payable to you from Transactions occurring in connection with the Platform (“Platform Fees”). You must separately agree with the Platform to pay any Platform Fees, and any Platform Fees will be in addition to Fees.

Once you have authorized a Platform to connect to your RapidCents Account, the Platform will continue to have access to your RapidCents Account and will be authorized to perform the functions described in the RapidCents Connected Account Agreement until you specifically withdraw your authorization by changing the RapidCents Express settings in the Dashboard.

1. RapidCents Fraud Prevention: The terms in this section only apply if you choose to publish or accept Transactions through your RapidCents Account using RapidCents Fraud Prevention.

RapidCents’s fraud analysis/Fraud Prevention system helps you identify transactions that could be fraudulent. Review high-risk transactions to avoid potential chargebacks. Fulfilling high-risk orders can result in a higher number of chargebacks, and that can result in disabling or suspension of payment processing and removal from RapidCents accounts.

Credit card companies(Banks and Card Brands that issued the Credit Card) can reverse funds for stolen cards after orders are fulfilled. RapidCents helps you to gather evidence for any disputed charges. However, the decision to reverse funds is made by the bank that issued the credit card, not by RapidCents. RapidCents does not cover charge reversals from banks.

Fraud analysis is designed to work with online credit card orders when RapidCents can verify the payment. This means that some types of transactions, including those that are processed offline, or Virtual terminal transactions, don’t receive recommendations. You agree to fully reimburse RapidCents for all fees, fines, losses, claims, and any other costs we may incur that result from your use of the Fraud Prevention system.

1. Additional Services: From time to time, we may offer you additional features or services that may be subject to additional or different terms of service. You may not use these additional services unless you agree to the applicable agreement or terms for those services.

We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

Section C: Payment Services

1. Payment Services Overview

RapidCents provides you Payment Services through various Financial Services Providers. Payment Services allow you to accept payment from your Customers for Transactions. We may limit or refuse to process Charges (as defined below) for any Restricted Businesses or for Charges submitted in violation of this Agreement. To use the Payment Services, you must also accept separate agreements with the Financial Services Providers as described in Section 5.

The following terms used in this section relate to your use of Payment Services:

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

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

“Dispute” means an instruction initiated by a Customer with a Financial Services Provider or us to return funds for an existing Charge (including a chargeback on a payment card network; or disputes on a debit network).

“Reversal” means an instruction initiated by a Financial Services Provider or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Financial Services Provider; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of Network Rules, or where submission of the Charge or your use of Payment Services violates this Agreement.

“Return” means an instruction initiated by you, a Customer, or a Financial Services Provider to return funds unrelated to an existing Charge.

“Transfer” means an instruction to credit funds to or debit funds from an account you designate with a Financial Services Provider.

“Fine” means any fines, levies, or other charges imposed by us or a Financial Services Provider caused by your violation of Laws or this Agreement, or as permitted by Network Rules.

“Network Rules” means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers that operate payment networks supported by RapidCents (including the payment card network operating rules for the Visa, MasterCard, American Express, and Discover networks, and the rules of Payments Canada for Interac).

1. Registering for the use of Payment Services

When you register for a RapidCents Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your RapidCents Account. Throughout the term of this Agreement, we may share information about your RapidCents Account with Financial Services Providers in order to verify your eligibility to use the Payment Services, establish any necessary accounts or credit with Financial Services Providers, monitor Charges and other activity, and conduct risk management and compliance reviews. We will review and may conduct further intermittent reviews of your RapidCents Account information to determine that you are eligible to use the Payment Services. RapidCents’s use of the information you provide to us under this Agreement is described in more detail in Section D.

RapidCents is not a bank, and we do not provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a “Preorder”), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.

1. Processing Transactions, Disputes

You may only submit Charges through the Payment Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct Financial Services Providers to receive and pay any funds owed to you through the Payment Services, and you will identify RapidCents as your agent for purposes of providing the Payment Services to you.

Except where RapidCents and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. RapidCents is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.

You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Financial Services Providers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Financial Services Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a Financial Services Provider may credit funds associated with the Charge that is the subject of the Dispute (or a portion thereof) to your RapidCents Account.

Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. RapidCents does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, RapidCents is not liable to you, or responsible for your financial losses or any other consequences of such fraud. We provide the Security Controls described in Section D.3 to help you mitigate the risk of fraud losses on your RapidCents Account, and we strongly encourage you to review and use the Security Controls appropriate for your business.

A Financial Services Provider or we may issue a Reversal for any Charge where a Charge is made without the account owner’s authorization, in connection with a Restricted Business, that violates the Network Rules, or for many other reasons. If a Financial Services Provider or we issue a Reversal, we will provide you Notice and a description of the cause of the Reversal.

1. Responsibilities and Disclosures to Your Customers

It is very important to us that your Customers understand the purpose, amount, and conditions of the Charges you submit to us. With that in mind, when using the Payment Services, you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers with a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of purchase in advance; and (v) inform Customers that RapidCents and its global affiliates process Transactions (including payment Transactions) for you. You also agree to maintain a fair return, refund, cancellation, or adjustment policy and clearly explain the process by which Customers can receive a Refund.

You may use some Payment Services to receive recurring or subscription payments from your Customers. If you use the Payment Services to submit these recurring or subscription Charges, you agree to comply with applicable Laws, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.

If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law and to not engage in unfair or deceptive acts or practices.

1. Financial Services Providers and Payment Method Providers

Your use of the Payment Services is subject to additional terms that apply between you and one or more of RapidCents, a RapidCents affiliate, or a Financial Services Provider (“Financial Services Terms”). In addition, unique terms and conditions may also apply to specific payment methods or networks (“Payment Terms”). By using the Payment Services, you agree to the Financial Services Terms, and applicable Payment Terms as set out on our Privacy Policy (including those that separately bind you with Financial Services Providers or payment method providers).

We may add or remove Financial Services Providers or payment methods at any time. The Financial Service Terms and Payment Terms may also be amended from time to time. Your continuing use of the Payment Services constitutes your consent and agreement to such additions, removals and amendments.

You authorize Financial Services Providers to hold, receive, and disburse funds on your behalf; and to instruct such Financial Services Providers as to how and when funds are transferred to you. You also authorize us to designate which Financial Services Providers may hold settlement funds, on deposit and in trust, pending transfer of funds to you in accordance with the terms of this Agreement. A clearing account through which funds are settled will be maintained by a Financial Services Provider, and transfers to you from this account will be a full and final payment by the Financial Services Provider to you.

1. Specific Payment Methods

When accepting payment card payments, you must comply with all Network Rules applicable to merchants, including the Network Rules provided by Visa, MasterCard, and American Express, the Network Rules of Discover (please contact Discover for a copy), and the Network Rules of Interac.

These Network Rules state that you may only accept payment using payment cards for bona fide legal and commercial transactions may only use payment network trademarks or service marks consistent with the Network Rules, and may not discriminate by card type or charge surcharges for acceptance of payment cards. You can choose to accept only credit or debit payments from a payment card network without having to use the same payment network for both credit and debit payments.

The payment card networks may amend the Network Rules at any time without notice to you, and RapidCents reserves the right to change the Payment Services for payment card processing at any time to comply with the Network Rules. We may share the information you provide to us that we use to identify the nature of the products or services with Financial Services Providers, including assigning your business activities to a particular payment network merchant category code (MCC).

Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer or when the payment card account holder did not authorize the Charge. High chargeback rates (typically those exceeding 1%) may result in your inability to use the Payment Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.

When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a payment card, unless required by Laws, (ii) accepting cash, its equivalent, or any other item of value for a Refund, (iii) acting as a payment intermediary or aggregator, or otherwise reselling Payment Services on behalf of others, (iv) submitting what you believe or know to be a fraudulent Charge, or (v) using Payment Services in a manner that is an abuse of Financial Services Providers’ networks or a violation of Network Rules.

If you misuse the Payment Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we may submit information about you, Representatives, Principals, beneficial owners and other individuals associated with your RapidCents Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting.

1. Transfers and Payout Schedule
2. Transfers For Your Payout Account: Transfers may be initiated by you to or from your RapidCents Account to or from the account with a Financial Services Provider that you designate in the Dashboard (the “Payout Account”). A Positive balance in your RapidCents Account will result in a Transfer to your Payout Account, and a negative balance in your RapidCents Account will result in a Transfer from your Payout Account. All Transfers to your Payout Account will exclude Fees, Fines, and amounts owed to us for any reason. You affirm that you are authorized to initiate Transfers to and from the Payout Account.

We may offer you the ability to have funds settled to your Payout Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid Payout Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through the API)), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing, you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Payout Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.

The term “Payout Schedule” refers to the time it takes for us to initiate a Transfer Payout Account. Your Payout Schedule is specified in the Dashboard. RapidCents may require a holding period before making an initial Transfer to the Payout Account. After the initial Transfer, we will credit funds to the Payout Account according to the Payout Schedule; however, please be aware that Financial Services Providers, including the institution holding the Payout Account, may delay Transfers for any reason. We are not responsible for any action taken by the institution holding the Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.

We reserve the right to change the Payout Schedule or to suspend Transfers to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold Transfers to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your RapidCents Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

1. Transfers For Recipients: We may offer Payment Services that allow you to send Transfers to others (“Recipient Account”). You agree to appoint RapidCents (or a Financial Services Provider designated by RapidCents) as your agent to send Transfers to Recipient Accounts on your behalf. You understand and agree that: (i) we will only pay Recipient Accounts with funds that are available for Transfer; (ii) we may condition any Transfers to Recipient Accounts on verification of the owner’s identity, verification that an owner may legally receive a Transfer, or in any manner or for any other purpose; (iii) you are solely responsible for determining the accuracy and completeness of any instructions you provide us for a Transfer to a Recipient Account; and (iv) unless otherwise agreed upon between you and us, you are solely responsible for any obligations that you contractually or legally owe to an owner of a Recipient Account, including providing payment or forms related to taxes owed by you or a third party. You affirm that: (i) you will not make any Transfers to or on behalf of Restricted Businesses, and (ii) any information or authorization you provide to us about each Recipient Account is complete and accurate. You agree to not make any claims against us, and to fully reimburse us for any losses we incur that result from your use or failure to properly use the Payment Services to make Transfers to Recipient Accounts.
2. Additional Terms: The information required for a Transfer will depend on the Financial Services Provider holding the Payout Account or Recipient Account. Please make sure that any information about the Payout Accounts or Recipient Accounts that you provide to us is correct and accurate. If you provide us with incorrect information (i) you understand that Transfers may be sent to the wrong account and we may not be able to recover the funds from such incorrect Transfers, and (ii) you agree that you are solely responsible for any losses you or third parties incur, you will not make any claims against us related to such erroneous Transfers, and you will fully reimburse us for any losses we incur.
3. Clearing Funds and Reserves

All funds resulting from Charges are held in pooled clearing accounts (the “Clearing Accounts”). We will make Transfers to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, and you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a “Reserve”). We may impose a Reserve on you for any reason if we determine that the risk of loss to RapidCents, Customers, or others associated with your RapidCents Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers’ activities increase the risk of loss to your Customers or to us, (ii) you have violated or are likely to violate this Agreement, or (iii) your RapidCents Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your RapidCents Account if required to do so by Financial Services Providers or for any other reason. We may fund the Reserve with funds processed through your use of Payment Services, by debiting the Payout Account or another bank account associated with your RapidCents Account, or by requesting funds directly from you.

To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.

1. Security Interests, Collection, and Set-Off Rights
2. Security Interests:You grant us a lien and security interest in (and in Quebec, a hypothec on) all funds processed and deposited into all Payout Accounts or any other bank account associated with your RapidCents Account and in any funds processed using the Payment Services. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your RapidCents Account. The hypothec created pursuant to this Section is granted for the sum of fifty million dollars with interest at the rate of thirty-nine percent per annum. This amount and this rate are a formal amount and formal rate to satisfy requirements of law in Quebec and do not affect the amount of the actual obligations you owe to us. Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in (and a hypothec on) such funds.
3. Collection and Set-Off Rights:You agree to pay all amounts owed to us and to our affiliates on demand. Where possible, we will first attempt to collect or set off balances in your RapidCents Accounts from your use of the Payment Services or from funds that we hold in Reserve. However, we may collect any obligations you owe us under this Agreement from any Payout Account associated with your RapidCents Account or any commonly-owned RapidCents Account by deducting or setting off the corresponding amounts from the funds owed to you through your use of the Payment Services, or through a direct debit from any Payout Account identified in your RapidCents Account or a commonly-owned RapidCents Account. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost.

We require a personal, parent or another guarantee (a “Guarantee”) from a user’s principal, owner, or another guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. The personal guarantee is already included in this agreement. If you are unable to provide such a Guarantee, you will not be permitted to use the Services.

1. Pre-Authorized Debits (“PADs”): You authorize us and our respective vendors and agents to initiate debit and credit entries to the Payout Account or any other account maintained by you or your company at any institution that is a member of the Canadian Payments Association, doing business as Payments Canada, all in accordance with this Agreement. You agree that any withdrawal by us and our vendors and agents in accordance with this Agreement are PADs for business purposes, as defined under Rule H1 of Payments Canada. You hereby waive the right to receive advance notice from us and our vendors and agents of any and all such debits. This authorization will remain in effect after the termination of this Agreement and until all of your obligations to us have been paid in full. If you change the Payout Account, this PAD authorization will apply to the new account, and you shall provide us in writing such information regarding the new account as we deem necessary. Such a new account shall thereafter be and become the “Payout Account” for the purpose of this Agreement. It may take us up to ten (10) business days after receipt of a written notice from you to reflect in our system any change to the Payout Account. If you change the Payout Account, you agree that you are responsible for all costs incurred by us in connection with your decision to change the Payout Account. You may revoke this PAD authorization upon thirty (30) days prior to written notice to us, but any such revocation shall constitute a material breach of this Agreement. You may obtain a sample cancellation form, as well as further information on your right to cancel a PAD authorization by contacting your financial institution or by visiting the Payments Canada website. You have certain recourse rights if any debit does not comply with this PAD Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or Payments Canada.
2. Reconciliation and Error Notification

The Dashboard contains details of Charges, Charge history, and other activity on your RapidCents Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Services with your records of Customer Transactions and for identifying any Transaction errors. You agree to review your RapidCents Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by RapidCents or our Financial Services Providers, and attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. Your chance of recovering funds you have lost due to a Transaction error will be very limited or even impossible if we did not cause the error or if funds are no longer available in any Payout Account or Recipient Account. We will work with you and our Financial Services Providers to correct a Transaction error in accordance with Network Rules; however, if you fail to communicate a Transaction error to us for our review within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Financial Services Providers for any amounts associated with the Transaction error.

1. Dormant Accounts

If you leave any funds dormant in a RapidCents Account and you do not give us instructions on where to send them, we may be required by Law to deem the funds to be abandoned by you and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you a Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your RapidCents Account to be abandoned and will deliver them to the appropriate government authority.

Section D: Data Usage, Privacy, and Security

1. Data Usage Overview

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to RapidCents by you or your Customers or received or accessed by you through your use of the Services:

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

“User Data” means information that describes your business and its operations, your products or services, and orders placed by Customers.

“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used with the Payment Services to complete a Transaction.

“RapidCents Data” means details of the API transactions over RapidCents infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from RapidCents or the Services.

The term “Data” used without a modifier means all Personal Data, User Data, Payment Data, and RapidCents Data.

RapidCents processes, analyses, and manages Data to (a) provide Services to you, other RapidCents users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers and RapidCents; and (c) analyze, develop and improve our products, systems, and tools. RapidCents provides Data to third-party service providers, including Financial Services Providers and their affiliates, as well as RapidCents’s global affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to RapidCents’s use of Data for the purposes and in a manner consistent with this Section D.

1. Data Protection and Privacy
2. Confidentiality: RapidCents will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Network Rules.
3. Privacy: Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.

You affirm that you are now and will continue to comply with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to RapidCents — or allow RapidCents to collect, use, retain, and disclose — any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that RapidCents processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Network Rules, we may delete or disconnect a Customer’s Personal Data from your RapidCents Account when requested to do so by the Customer.

RapidCents will provide some or all of the Services from systems located within the United States or Canada. As such, it is your obligation to disclose to your customers that Payment Data may be transferred, processed and stored outside of Canada and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable Laws.

If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you with sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Customer.

1. PCI Compliance:If you use Payment Services to accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards (“PCI-DSS”) and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”). RapidCents provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Services. You can find more information about implementing RapidCents in a manner compliant with the PCI Standards in our Documentation. You will promptly provide us with documentation demonstrating your compliance with the PCI Standards upon our request. If you elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, you agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time. You can find information about the PCI Standards on the PCI Council’s website.
2. Security and Fraud Controls
3. RapidCents’s Security: RapidCents is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or the breach, and we will comply with applicable Laws and Network Rules when we handle User and Personal Data. However, no security system is impenetrable, and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to RapidCents with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement the Security Controls and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your RapidCents Account, to maintain the integrity and security of the Services or Data or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from our actions.
4. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Network Rules when handling or maintaining User Data and Personal Data and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend transactions on your account or terminate this Agreement.
5. Security and Fraud Controls: We may provide or suggest Security Controls to you, but we cannot guarantee that you or your Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by RapidCents, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorized use or modification of your RapidCents Account. RapidCents is not liable or responsible to you, and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent Transactions unless such losses result from RapidCents’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

We may also provide you with subjective Data regarding the possibility or likelihood that a Transaction may be fraudulent that requires action or review by you. We may incorporate action or inaction by you into any such subjective scoring when identifying potential future fraud. You understand that we provide this Data to you for your consideration but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data and for providing inaccurate or incorrect information to us. You are solely responsible for any action or inaction you take based on such Data.

1. Your Use of Data with RapidCents Connect and RapidCents Relay

When using RapidCents Connect or RapidCents Relay, you will have the ability to connect your RapidCents Account with a Platform or App. Connected Platforms and Apps may take certain actions on your behalf and access Data available through your RapidCents Account, including some User Data. By using RapidCents Connect or RapidCents Relay, you authorize RapidCents to share Data with any Platform or App that you connect with your RapidCents Account through the Dashboard or the API. You also understand that at any point, you may disallow any such sharing by removing the Platform or App from your RapidCents Account. You waive your right to bring any claims against RapidCents for losses you incur that arise from any actions or use of Data by any Platform or App connected to your RapidCents Account, and you will fully reimburse us for any losses we incur that result from your actions or use of such Data by any Platform or App.

1. Transfer of Payment Data upon Termination

As we do not store the CHD directly in our vault and use our payment partners’ vault, we are not able to export your customer data yet.

Section E: Additional Legal Terms

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time and to change, delete, discontinue, or impose conditions on the use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with a Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, APIs, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement.

1. Assignment

You may not assign this Agreement, any rights or licences granted in this Agreement or the operation of your RapidCents Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. RapidCents may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide a reasonable Notice to you.

1. Right to Audit

If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities. The auditor will issue a report to our Financial Services Providers and us.

1. No Agency; Third-Party Services

Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us or with any Financial Services Provider. Each party to this Agreement, and each Financial Services Provider, is an independent contractor. Unless a Financial Services Provider expressly agrees, neither you nor we have the ability to bind a Financial Services Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

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

1. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Reversals, or Returns under this Agreement.

1. Your Liability For Third-Party Claims Against Us

You agree to defend RapidCents, our affiliates, and their respective employees, agents, and service providers (each a “RapidCents Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a RapidCents Entity, and you agree to fully reimburse the RapidCents Entities for any Claims that result from (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.

Important Note for Individual Traders: If you are using Services, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Reversals, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to your Customers and to us. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.

1. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use Payment Services for household purposes or peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (g) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

1. No Warranties

WE PROVIDE THE SERVICES AND RAPIDCENTS IP “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY RAPIDCENTS OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM RAPIDCENTS OR ANOTHER RAPIDCENTS ENTITY, AND WHETHER ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A RAPIDCENTS ENTITY TO YOU.

YOU AFFIRM THAT NO RAPIDCENTS ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT SERVICES. YOU UNDERSTAND THAT WE CAN NOT GUARANTEE, AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO OR WILL COMPLETE ANY TRANSACTION.

THE RAPIDCENTS ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT RAPIDCENTS WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, APIS, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE RAPIDCENTS ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

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

1. Limitation of Liability

Under no circumstances will any RapidCents Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the RapidCents Entities have been advised of the possibility of such damages. The RapidCents Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your RapidCents Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The RapidCents Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the RapidCents Entities under this Agreement to your direct and documented damages, and you further agree that under no circumstances will any such liability exceed in the aggregate the number of Fees paid by you to RapidCents during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

1. Responding to Legal Process

RapidCents may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We or any Financial Services Provider may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. RapidCents is not responsible for any losses, whether direct or indirect that you may incur as a result of our response or compliance with a Legal Process.

1. Dispute Resolution; Agreement to Arbitrate
2. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, including without limitation the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be one. The place of the arbitration shall be Toronto,Ontario, Canada. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

This Agreement shall be governed by the laws of the Province Of Ontario and the federal laws of Canada applicable in that Province. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Either party may commence the arbitration by providing to ICDR Canada and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested (“Arbitration Demand”).

1. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
2. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
3. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties and will not be subject to appeal or review.
4. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and legal fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defences on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
5. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits or except as may be necessary for connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and the arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
6. Conflict of Rules:In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.
7. Entire Agreement

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

1. Survival

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections A.3 (“Your Relationship with Your Customers”), A.6 (“Taxes and Other Expenses”), A.7 (“Service Limitations, Prohibited Activities, and Security Controls”), A.8 (“Suspicion of Unauthorised or Illegal Use”), A.9 (“Disclosures and Notices; Electronic Signature Consent”), A.10.b (“Effects of Termination”), B.2 (“Ownership of RapidCents IP”), C.6 (“Specific Payment Methods”), C.7 (“Transfers and Payout Schedule”), C.8 (“Clearing Funds and Reserves”), C.9 (“Security Interests, Collection, and Set-Off Rights”), C.10 (“Reconciliation and Error Notification”), C.11 (“Dormant Accounts”), D.3 (“Security and Fraud Controls”), D.4 (“Your Use of Data with RapidCents Connect and RapidCents Relay”), D.5 (“Transfer of Payment Data upon Termination”), E.4 (“No Agency; Third-Party Services”), E.5 (“Force Majeure”), E.6 (“Your Liability for Third-Party Claims Against Us”), E.7 (“Representations and Warranties”), E.8 (“No Warranties”), E.9 (“Limitation of Liability”), E.10 (“Responding to Legal Process”), E.11 (“Dispute Resolution; Agreement to Arbitrate”), E.12 (“Entire Agreement”), and E.13 (“Survival”); and any related terms in the Agreement, 3.4 (“Personal Guarantee”).

1. Language

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.

Section F:  Canadian Code of Conduct updates:

The Financial Consumer Agency of Canada (the “FCAC”) has established a Code of Conduct for the Credit and Debit Card Industry (the “Code”), a copy of which is available at the FCAC’s website.

RapidCents has established a process for managing potential Code compliance violations. If you have a complaint about a particular element of the Code, please submit your complaint to RapidCents Support and include all of the following information:

• Your name
• Business name on your RapidCents account
• Business address with territory specified
• Name and email address of administrator on your RapidCents account
• A general summary of your complaint and, if you have any supporting documents, please provide them upon the response from our Support team.
• Identify one or more of the following elements of Code that the complaint pertains to:

Element 1: Transparency and Disclosure Element; Element 2: Notice of fee increase or new fee Element; Element 3: Contract Cancellation; Element 4: No Obligation Acceptance; Element 5: Payment Method Discount Element; 10: Negative Option Acceptance; Element 11: Contactless Payments; 12: Renewal and Cancellation Disclosure; Element 13: Complaint Handling Process

Please ensure that all information requested is provided so that we may appropriately investigate the matter. Per the Code, we will acknowledge receipt of your email within 5 days of receipt. We will either resolve the complaint within 90 days or provide you with information as to why it has not been resolved within such a period.

If your complaint has not been resolved after following the above process, you may contact the Financial Consumer Agency of Canada by calling 1-866-461-3222 or emailing [email protected].

Contactless Payment Acceptance: “RapidCents agrees to comply with all regulations and standards related to contactless payment options, providing merchants the ability to accept such payments as per industry standards and security requirements.”

Pricing Flexibility: “RapidCents currently offers a fixed pricing structure only. In instances where merchants require Interchange pricing or any other pricing structure, assistance can be provided through our sister company, International Payment Solutions. Furthermore, RapidCents shall offer merchants pricing flexibility, enabling them to choose the most cost-effective payment options for their business needs, in compliance with industry standards and practices.”

Non-misleading Representation: “All communications and representations made by RapidCents to merchants shall be clear, accurate, and non-misleading, ensuring full transparency in all merchant interactions.”

Payment Types Selection: “By default, all card brands will be enabled on all merchant accounts. If merchants wish to disable or enable any specific transaction type or card brand, they must submit a request to our customer service through the help center at help.rapidcents.com. Merchants using RapidCents services have the right to select specific payment types they wish to accept, consistent with their business needs and without any obligation to accept all payment options provided by RapidCents.”

Competitive and Non-discriminatory Practices: “RapidCents commits to engaging in competitive and non-discriminatory practices, ensuring equal and fair treatment of all merchants without bias or preference.”

Compliance Monitoring: “RapidCents will regularly monitor and review its compliance with the Code of Conduct for the Credit and Debit Card Industry in Canada, ensuring adherence to all relevant regulations and standards.”

Custom Pricing Amendment
In certain situations, customers may be offered custom pricing. Merchants who receive custom pricing will be required to pay additional fees or fees different from our standard price schedule. These merchants must sign an amendment to this Agreement to formalize the custom pricing terms.

Communication Consent
By agreeing to this Agreement, you consent to receiving communications from RapidCents via phone calls, text messages, or emails. This consent includes important account notifications, updates, and promotional messages. You may opt-out of promotional communications at any time by following the unsubscribe instructions provided in the message.

Except where otherwise agreed upon in writing between you and RapidCents, you are bound by this Agreement on the date your account was opened with RapidCents.You may close your account and terminate this Agreement at any time, and there is an early termination fee plus any outstanding fees on the account.