PayRange Consumer Choice Program 2020
|Activation Fee||Hardware Fee||Monthly Fee||Installation Fee||Credit Card Fee|
This PayRange Consumer Choice Program 2020 Agreement (“Agreement”) is entered into by and between PayRange and the Operator, effective as of the date of the last signature below (‘Effective Date”).
Description of Services: PayRange operates mobile applications and accompanying services to enable end users to make purchases of goods and services; the purchases are fulfilled through the Operator’s machines that are enrolled on the PayRange network via BluKey hardware (“Device”).
Transaction Fee: PayRange will pay Operator for the goods and services fulfilled in conjunction with the consumer purchase, less a fee (“Transaction Fee”) retained by PayRange. The credit and debit card Transaction Fee stated above will be fixed for the term of the Agreement. Additional payment methods (such as EBT) may be added in the future and are subject to current state, federal, processor, and network fees.
Device Ownership: The Devices provided under this Agreement will remain under the ownership of the financing company or its assignees. Operator may not sell, transfer, or assign Devices to any other party without prior written consent from PayRange.
Operator Responsibilities: Operator agrees to install Devices into machines or permit PayRange and/or its contractors to install Devices into machines per an agreed upon schedule. Operator will provide all necessary access, information, and keys. Operator agrees to place PayRange decals on machines, and replace any damaged, illegible, or missing decals as soon as practical. Operator agrees to ensure Device is always powered and functioning when the machine is powered on and functioning. Operator agrees PayRange will be the only mobile application to function with the machine. Operator agrees to promptly redeploy any Devices that are off-location.
Sponsored Content: The end user will be presented with a choice to engage in sponsored content, which PayRange shall solely manage. Such content will not interfere with the purchase transaction.
Installation: A minimum of 500 Devices per market will be required for installation by PayRange. If requirement is not met, Operator is responsible for installation at its expense. PayRange will ship Devices to Operator and invoice $50 USD for each Device plus a one-time $5 Service Activation Fee per Device. Operator will be responsible for installation at its expense. Upon first transaction on Device after installation, PayRange will rebate the Operator $50, the original deposit amount per device.
Confidentiality: Operator agrees to keep the terms of this program confidential and need-to-know only with Operator’s employees, customers, and affiliates.
Payment and Payment Terms: PayRange shall remit to Operator the payments owed for each fulfilled purchase net of refunds and less fees, rounded to the nearest penny, with the minimum fee of one cent. The parties agree that such payments will be made by PayRange to Operator’s designated bank account less fees and refunds, on a weekly basis, on the next banking day immediately following the previous period, which is from Monday to Sunday, Pacific Time. Operator is solely responsible for any taxes in connection with this Agreement, and Operator agrees to indemnify and hold PayRange harmless from any fines, penalties, or claims of any kind that result directly from Operator’s failure to do so. Shipping and handling to be paid by Operator. Rebates, if any, will be applied to account monthly.
Term, Default and Termination: The Parties agree that the term of this Agreement will be five (5) years from the effective date. Either party may terminate this Agreement if the other party breaches any material provision hereof and fails to cure such breach within thirty (30) days of the date of written notice specifying such breach is delivered by the non-breaching party. In addition to the foregoing, either party may terminate this Agreement if the other party files or has filed against it a petition in bankruptcy, which is not dismissed within sixty (60) days, or has a receiver appointed to handle its affairs. The obligation to make payments to Operator (less fees described herein) for purchases fulfilled by Operator’s machines using the Services shall survive any expiration or termination of this Agreement.
Warranty: PayRange warrants that the Services shall be provided in a good and workmanlike manner in accordance with applicable industry standards. PayRange will repair or replace any defective Device at no cost except for shipping and handling.
Operator Terms of Service
THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR USE OF THE PAYRANGE OPERATOR SERVICES (“SERVICES”). BY REGISTERING A DEVICE OR USING THE SERVICES, YOU AGREE TO THE PAYRANGE OPERATOR TERMS OF SERVICE.
About our Terms of Service
We developed the PayRange service (the “Service”) to make it easy for you to accept mobile payments for your unattended automated terminals that you use to sell your products and services. If you have any questions as to the terms of service, please do not hesitate to call or contact us.
Summary of the Services
The PayRange Service
We provide you with software and a service to track your vending machine sales through the PayRange service; we will respect and protect your privacy, data and personal information.
Registering for PayRange
You provide us with basic information about your company; we will seek to verify your information (we may work with third parties to do so) and approve your service account. We reserve the right to deny any Operator application for any reason. You agree that we can verify your information, and to update the information periodically. If you do not agree to this, then we cannot provide you the Services.
Receiving your Funds from Sales Transactions
We pay you for your sales (minus our fees), at a schedule communicated to you once your use of PayRange is approved. You will be financially liable for refunds, returns, and for customer disputes. Please see section C.2. below.
Termination and Other Legal Terms
We can terminate this agreement at any time. You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks. This section also includes other terms and conditions. If you are terminating a prepaid services package, or if you are selling your PayRange devices or terminals with a PayRange device installed, an early termination fee may apply.
PayRange Terms of Service
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the Service registration page (sometimes referred to as “you,” “your”, “user”) and PayRange, Inc. (referred as “PayRange,” “we”, “our” or “us”).
Section A: The PayRange Service
- Our Role
Our Service helps you accept payments (collectively “Payments”) from your customers who want to pay you for products or services through a stored value account. PayRange is not a bank or a money services business (“MSB”) and PayRange does not offer banking or MSB services as defined by the United States Department of Treasury.
PayRange is a stored value platform. PayRange Stored Value may only be used with the PayRange Services through the PayRange Mobile Application, which services enable the purchase of products, goods and services from unattended automated terminals. An account is funded on a prepaid basis, and able to be reloaded or funded up to $500.00 per loading or funding, but no account shall have the ability to hold more than $999 at any one time. Unused balances are not redeemable by PayRange or the Operator for cash and cannot (except as required by law, and otherwise described in these Terms of Sale and Account) be returned for a cash refund; exchanged; resold; used to purchase Gifts or Gift Certificates; or used to provide Allowances. Unused balances are not transferable. Stored Value, Allowances, Promotional Value, Gifts and Gift Certificates purchased in the United States may be redeemed through the Services only in the United States and its territories. In addition, PayRange does not assume any liability for the products or services purchased using our Service. You will be required to register with PayRange to use the Service (see Registering for PayRange).
- Our Software
We provide the Operator Interface to enable you to use the Service. We reserve the right to require you install or update any and all software updates to continue using the Service. Our Service also includes software to help you monitor recurring and payments for your products and services.
- Authorization for Handling of Funds
3.1 By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from sales transactions associated with your Machines when they are completed (settled) in relation to the End Users.
3.2 You further authorize PayRange to instruct it’s bank on how your settlement funds should be disbursed to you by ACH credit transaction and the timing of such disbursements.
3.3 Settlement funds will be held in a deposit account at PayRange’s bank pending disbursement of the funds to you in accordance with the terms of this contract.
3.4 You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by PayRange’s bank pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account at PayRange’s bank as, for example, accounts receivable.
3.5 We may periodically make available to you information in the PayRange Operator Interface regarding anticipated settlement amounts credited to your account associated with your Machines when they are completed in relation to the End Users and are being held pending settlement.
3.6 This settlement information does not constitute a deposit or other obligation of PayRange or it’s bank to you.
3.7 This settlement information reflected in the PayRange Operator Interface is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated bank settlement account.
3.8 Your authorizations set forth herein will remain in full force and effect until your PayRange Operator Account is closed or terminated.
- Customer Service
We will provide you with customer service to resolve any issues relating to your PayRange Operator Account, use of our software, and the distribution of funds to your designated bank settlement account. You, and you alone, are responsible for providing products and services to your customers for any and all issues related to your products and services, and financially liable for issues arising from the malfunction of the Machines and non-delivery of goods and services.
It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide our services.
You acknowledge that we may be required to report to the Internal Revenue Service the total amount of the payments you receive each calendar year if required by law.
- Your Data Security Obligations
6.1 You are fully responsible for the security of data on your website, should you have one, or data you collect that is related to your transactions or otherwise in your possession.
6.2 You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, credit or debit card, or stored value account transaction information (defined as “Data”) on your site.
6.3 Should you accept credit cards apart from The PayRange Services, you agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), to the level required from you.
6.4 The steps you will need to take to comply with PCI-DSS and PA-DSS when using PayRange will vary based on your implementation, and may not be applicable at all, for example, if you do not accept credit cards in your Machines.
6.5 For more information about implementing PayRange, please refer to our documentation.
6.6 If we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us.
It is your responsibility to comply with these standards.
- Security and Fraud Controls
You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized transactions, and in such case, you would be responsible for the use of lost or stolen data that is used to purchase products or services from your business. PayRange will not be liable for losses resulting from use of that lost or stolen data with the Service.
- Audit Right
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks.
- Your Privacy
- Privacy of Others
You will be receiving Data in relation to your PayRange Operator Account. You represent to PayRange that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to PayRange – or allow PayRange to collect, use, retain, and disclose – any Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. As between you and PayRange, PayRange will provide Notification (for example, the form of stickers or window clings) on your PayRange Enabled Machines, as well as messaging to End Users, in some cases, that your Machine is PayRange Enabled. You are responsible for maintaining this disclosure to your customers. PayRange also makes available added marketing materials.
If you receive information about others through the use of the Service, you must keep such information confidential and may only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so.
- Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any stored value account to provide cash advances to cardholders, (ii) submit any Sales transaction for processing that does not arise from your sale of products or services to an End User customer (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Sales transactions.
You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access PayRange systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from PayRange; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service – or decompile, disassemble, or otherwise reverse engineer the Service – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
- Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other PayRange agreement, or exposes you, other PayRange users, our processors or PayRange to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your PayRange Operator Account if we reasonably suspect that your use of PayRange has been for an unauthorized, illegal, or criminal purpose.
- Disclosures and Notices
You agree that PayRange can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your PayRange Operator Account, or mailing them to the address listed in your PayRange Operator Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
- References to Our Relationship
You agree that, from the time you begin processing payment with PayRange until you terminate your account with us, we may identify you as a customer of PayRange. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and PayRange.
- Other PayRange Services
From time to time we may offer you additional features or services (“Additional Services, which may be subject to additional or different terms of service. As with this Service, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.
Section B: Registering for PayRange
The PayRange Service is only made available under this Agreement to persons in the United States that operate a business selling products or services, and the PayRange Service is not made available to persons to accept card payments for personal, family, or household purposes. To use PayRange to receive payments, you will first have to register. When you register for PayRange, we will collect basic information including company name, key contact, title, location, email address, tax identification number, and phone number. If you have not already done so, you will also be required to provide an email address and password for your PayRange Operator Account.
You may choose to register as an individual (sole proprietor) or as a business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. To sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as the business organization that you represent.
- Company Descriptions and Site URL
As part of your registration, you must provide the name under which you do business, which may also include both the business’s legal name and a DBA. This field will appear in your PayRange statements. To avoid customer confusion and transaction disputes, you must enter a description that clearly identifies your business.
- Verification and Underwriting
To verify your identity, we will require additional information including your business EIN or Tax ID, and in certain cases, like a sole proprietorship, social security number, and date of birth if applicable. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your PayRange Operator Account.
After we have collected and verified all your information, PayRange will review your account and determine if you are eligible to use the Service. PayRange may also share your information with our payment processors, each of which may also make a determination regarding your eligibility. Once approved, your account will become live automatically. If the account is complete, PayRange will contact you.
You agree that PayRange is permitted to contact and share information about you and your application (including whether you are approved or declined), and your use of PayRange with the payment processor. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct PayRange’s risk management process.
- PayRange Service – US only
By registering for PayRange, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state in which you operate. PayRange may only be used to process payment for businesses in the fifty states of the United States of America, the District of Columbia and its territories. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).
By accepting this Agreement you confirm that you will satisfy these requirements.
- Prohibited Businesses
There are certain categories of businesses and business practices for which the PayRange Service cannot be used (“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering for PayRange, you confirm that you will not use the Service to accept payments in connection with any of the Prohibited Businesses. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.
Section C: Processing Sales Transactions and Receiving Your Funds
- Processing Sales Transactions
As used herein, “Claim” means a challenge to a payment that you or an End User files directly with PayRange. “Reversal” means PayRange reverses the settlement of funds from a processed card transaction that you received because
(a) the settlement funds were sent to you in error by
- PayRange or it’s bank;
- the processors, suppliers or licensors of PayRange or it’s bank; or
- any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above,
(b) the sender of the payment did not have authorization to send the payment (for example: the End User used a card that did not belong to the End User),
(c) you received the payment for activities that violated this Agreement or any other PayRange agreement, or
(d) PayRange decided a Claim against you.
You will not impose any fee or surcharge on a customer that seeks to use the PayRange services, and you will maintain appropriate records of all Sales Transactions for a period of at least two (2) years from the date of the transaction.
- Payouts and Transaction History
- We will pay out settlement funds to your designated bank settlement account (“Bank Account”) you provided when establishing your PayRange Operator Account in the amounts actually received for each transaction less our Fees (as defined below), rounded to the nearest penny, with the minimum charge of one cent for sales transactions submitted to our Service.
- The payouts will be made to this Bank Account.
- This Bank Account must be located at bank branch in the United States and held in the name of the business.
- You are responsible for the accuracy and correctness of information regarding your Bank Account.
- Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete.
- Transactions will be deemed complete when we have received funds settling from the End Users, when we or our processing financial institutions have accepted such funds, and the End User has purchased products and services from you.
- The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
- Any monthly fees will be charged to the Operator’s PayRange account on a weekly basis, netted from Operator’s weekly settlement, unless otherwise agreed to by PayRange
After each payout of stored value account settlement funds to your Bank Account, we will update information in your PayRange Operator Account to reflect settlement. Information regarding your Sales Transactions processed and settled with the Services (“Transaction History”) will be available to you when you login to our website using your PayRange Operator Account. We provide a minimum of one year of Transaction History on our website or upon request to PayRange. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your PayRange Operator Account, your Transaction History and your use of the Service. PayRange is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations.
- Payout Schedule
Payout schedule refers to the time it takes for us to initiate a transfer to your designated Bank Account of settlement funds arising from Sales Transactions processed through the Service (“Payout Schedule”). Once your Bank Account information has been reviewed, PayRange will initiate transfer of settlement funds (net of Fees, Claims, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you log in to your PayRange Operator Interface.
Payouts for your sales transactions are typically sent to your bank weekly, on the Monday immediately following the previous period, from Monday to Sunday. The settlement funds are sent by Automated Clearing House (ACH) and should normally be credited to your Bank Account within 1-3 days of us initiating the payout.
We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you. You can contact PayRange to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for PayRange to review your Payout Schedule.
We reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive refunds, or other suspicious activity associated with your use of the Service, or if required by law or court order.
Taxes and Reporting. As between you and us, unless we otherwise agree with you in writing or are otherwise required to do so by law, you are solely responsible for the filing of any tax disclosure forms associated with your receipt of funds or payment of funds to any recipient (including, e.g., 1099 forms). You will indemnify and hold PayRange harmless from any fines, penalties, or claims of any kind that result from your failure to do so.
- Reconciliations and Errors
Your Transaction History will be available to you when you log in to the PayRange Operator Interface. Except as required by law, you are responsible for reconciling your Transaction History with your actual sales transactions. PayRange has the right but not the obligation to reconcile your transaction history. Each party agrees to notify the other of any discrepancies arising from such reconciliation and verification. We will investigate any reported or suspected discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in the next scheduled payout. In the event of a payout greater than the reconciliation, PayRange is authorized to net out overpayments until the discrepancy is covered. Any recurring charges or other negative balances may be charged to payment card on file or debited from Operator’s bank account, at the discretion of PayRange. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.
If you submit or cause us to process sales transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Bank Account as appropriate.
- Refunds and Returns & Adjustments
By accepting these terms of service, you agree that PayRange is responsible for refunding and adjusting for purchases made through the Services, or amounts owed for the services and further agree to submit to PayRange any and all refunds and adjustments for returns of your products and services you receive from End Users that were made through the PayRange Service in accordance with the terms of this Agreement. We require that you will
- maintain a fair return, cancellation or adjustment policy;
- not give cash refunds to a customer in connection with a sale, unless required by law, and without notifying PayRange, and
- not accept cash or any other item of value for preparing a refund.
Full refunds shall be for the exact dollar amount of the original transaction including tax, handling charges, and other applicable charges and fees. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. Best efforts will be used to process all refunds within sixty (60) days after the original transaction date, refunds processed after that time may not be capable of being processed.
For processed refunds, PayRange will deduct the refund amount (including any applicable Fees) from settlement funds owed to you from processing of other Sales Transactions. If these funds are not sufficient, you authorize PayRange to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to the cardholder’s card. In the event PayRange cannot access your Bank Account by means of ACH debit, you agree to pay all funds owed to PayRange upon demand. You are solely responsible for accepting and processing returns of your products and services; PayRange has no responsibility or obligation for processing such returns.
If PayRange discovers that the PayRange Services are charging for your goods and services at a rate higher or lower in the corresponding machine, PayRange will notify you of such discrepancy may either wait for instructions from you or immediately adjust the PayRange Application pricing to reflect the actual machine price (please see also Two Tier Pricing and Reconciliation and Errors).
- Excessive Claims
At any point, PayRange, may determine that you are incurring excessive Claims. Excessive Claims may result in additional fees, penalties, or fines. Excessive Claims may also result in
(a) additional controls and restrictions to your use of the PayRange Service
(b) possible suspension or termination of your PayRange Operator Account and access to the Service.
- PayRange Fees
You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. These fees will be calculated pursuant to the PayRange Fee (See per transaction fee under ‘Simple Pricing’) linked to this Agreement and incorporated into this Agreement by reference. We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you. You acknowledge that you are also responsible for any penalties or fines imposed on PayRange or directly to you by any Card Network or financial institution as a result of your activities.
- Two-Tier Pricing
PayRange enables you to utilize a two-tier pricing structure with the PayRange Services to offer a discount for the use of cash. The standard PayRange Fee will be applied to and include any two-tier charges. A higher price for PayRange may not be positioned as an additional fee or PayRange two-tier charges. Any two-tier charges may not be more than the two-tier charges for any other cashless payment method on the machine. You may elect to implement a discount for using PayRange, and if so, you may state that it is a discount for using PayRange. If you elect to implement Two-Tier Pricing, the price difference must be expressed clearly at the point of sale so consumers understand there is a lower price for using cash on your vending machine, and that the alternative price is a lower or “discounted” vend price.
- Signage / notice to be placed on vending machine:
“CASH PURCHASES ARE DISCOUNTED $_.__ PER ITEM”
By electing to use two-tiered pricing, you warrant that you have determined there is no prohibition, state, local or other, on such pricing structure, and you agree to indemnify and hold harmless PayRange for your implementation of a two-tiered pricing structure. If you fail to comply with the Two-Tier Pricing program feature rules, we reserve the right to suspend to cancel your ability to offer Two-Tier Pricing.
Section D: License, Termination, and Other General Legal Terms
- Your License to Use the Service; Our Trademarks
PayRange grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive in a manner consistent with this Agreement and documentation provided to you. The Service includes our website, any software, programs, documentation, tools, Internet-based services, components, images, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by PayRange. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when PayRange makes these updates available. PayRange may terminate this license at any time in the event that you use the Service in a manner inconsistent with this License.
We may also periodically make available certain PayRange logos, trademarks or other identifiers for your use (“PayRange Marks”). If we do so, you will use them subject to and in accordance with PayRange’s then current PayRange Marks Usage Agreement. PayRange may limit or revoke your ability to use PayRange Marks at any point. All rights not provided in the PayRange Marks Usage Agreement are expressly reserved by PayRange.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Service and all copies of the Service.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PayRange under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, PayRange does not waive any rights to use similar or related ideas previously known to PayRange, or developed by its employees, or obtained from sources other than you.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by you, PayRange, or it’s bank.
You may terminate this Agreement by closing your PayRange Operator Account at any time by following the instructions in your PayRange Operator Account profile or by contacting us. If you are terminating a prepaid services package, or if you are selling your PayRange devices or terminals with a PayRange device installed, an early termination fee may apply. We may terminate this Agreement and close your PayRange Operator Account at any time for any reason effective upon providing you notice in accordance with Section A.13 above. We may suspend your PayRange Operator Account and your access to the Service and any funds in your PayRange Operator Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your PayRange Operator Account, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement.
- Effects of Termination
Upon termination and closing of your PayRange Operator Account, we will immediately discontinue your access to the Service. You will not be refunded the remainder of any Fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your Payout Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and PayRange may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Fees, Refunds, or other investigations or proceedings.
Upon termination you agree (i) agree to complete all pending transactions and immediately cease your use of the Service, (ii) discontinue use of any PayRange or other trademarks licensed under this Agreement, and (iii) immediately remove any PayRange references and logos from your site. In addition, upon termination you understand and agree that (iv) the license granted under this Agreement shall end, (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data, and (vi) you are still liable to us for any Claims or other amounts incurred by you or through your use of the Service prior to termination.
At any time within thirty (30) days after terminating your PayRange Operator Account you may request in writing that we transfer Data associated with your Transaction History that you are entitled to receive. If such Data is such that it is covered by privacy laws, it must be transferred in accordance with such privacy laws, for example if the information is covered by PCI-DSS, then it must be transmitted to a PCI-DSS compliant recipient. We will use commercially reasonable efforts to transfer permitted Data within ten (10) business days from receipt of your written request. We reserve the right (but have no obligation) to, after a reasonable amount of time, delete all of your information and account data stored on our servers.
- Your Liability
You are responsible for all Claims, fines, fees, penalties and other liability arising out of or relating to your use of the Service and your breach of this Agreement. If you use credit card readers in addition to PayRange, you are responsible for selecting and implementing Security Controls that are appropriate for your business and may be liable for the use of lost or stolen credit cards to purchase products or services from your business. You agree to reimburse your customer, PayRange, it’s bank, and any third party designated by PayRange or it’s bank for any and all such liability.
PayRange will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with PayRange by you or your customers. You will be required to reimburse PayRange for your liability. Your liability will include the full purchase price of the item (plus, if applicable, the original shipping cost and in some cases you may not receive the item back). You will not receive a refund of any fees paid to PayRange.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless PayRange, it’s bank, and their respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iii) negligence or willful misconduct of your employees, contractors, or agents; and (iv) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or card issuer).
If you are liable for any amounts owed to PayRange, you will be required to immediately remit funds owed to PayRange. If you do not do so, PayRange may engage in collections efforts to recover such amounts from you at your cost and expense.
- Representation and Warranties
You represent and warrant to us that:
(a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the PayRange Services in the manner prescribed by PayRange;
(b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement;
(c) the name identified by you when you registered is your name or business name under which you sell products and services;
(d) any transaction submitted by you will represent a bona fide transaction for permitted products or services;
(e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser;
(f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser;
(g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations;
(h) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; and
(i) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Service.
- No Warranties
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) PAYRANGE OR IT’S BANK; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF PAYRANGE OR IT’S BANK; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”) WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER PAYRANGE NOR IT’S BANK HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER PAYRANGE NOR IT’S BANK CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER PAYRANGE NOR IT’S BANK WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
- Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR PAYRANGE OPERATOR ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO PAYRANGE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF PAYRANGE OR IT’S BANK HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from facilities in the United States. PayRange makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Service from a country embargoed by the United States, or if you are a person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- Disputes; Choice of Law; Jurisdiction and Venue
Disputes with PayRange.
You and PayRange agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the provisions set forth in this Section with PayRange). Please read this Section carefully. It affects your rights and will impact how claims you and we have against each other are resolved.
Please, Contact PayRange First If a dispute arises between you and PayRange or one of the Operators. Our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and PayRange regarding the PayRange Services may be reported to Customer Service online through the PayRange Help Center at any time, or by calling (855)856-6398 from 8am to 5pm, pacific time.
Applicable Law. You agree that the laws of the State of Oregon, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and PayRange, except as otherwise stated in this User Agreement.
Class Action Waiver. YOU AND PAYRANGE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration you and PayRange each waive any right to a jury trial. You and PayRange also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights
Release of PayRange. If you have a dispute with one or more Users, or an Operator with whom we cannot assist, you release PayRange (our Affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all Claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections, whether statutory or otherwise that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. The failure of PayRange to exercise in any respect any right or remedy provided for herein shall not be deemed a continuing waiver or a waiver, partial or complete, of any future breach or any other right or remedy hereunder.
State Agencies. In addition to reporting complaints against PayRange to us described above, if you are a California resident, you may report complaints to the California Department of Financial Institutions at its toll-free telephone number, 1-800-622-0620, by e-mail at firstname.lastname@example.org, or by mail at Department of Financial Institutions, Consumer Services, 1810 13th Street, Sacramento, CA 95811. Florida residents may contact the Florida Department of Financial Services in writing at 200 East Gaines Street, Tallahassee, Florida, 32399, or by telephone at 1-800-342-2762. If you are a California resident, you have a right to receive information and notices by email. To make such a request, you may do so my email or you may send a letter to us at the following address: PayRange Inc., 9600 NE Cascades Pkwy, Suite 280, Portland, OR 97220.
Agreement to Arbitrate. You and PayRange each agree that any and all disputes or claims that have arisen or may arise between you and PayRange shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. UNLESS BOTH YOU AND PAYRANGE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PAYRANGE USERS.
Arbitration Procedure. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of Oregon, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different PayRange users, but is bound by rulings in prior arbitrations involving the same PayRange user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration will take place in Portland, Oregon.
We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. PayRange will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, PayRange will pay all filling, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by PayRange should be submitted by mail to the AAA along with your Demand for Arbitration and PayRange will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, PayRange will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse PayRange for all fees associated with the arbitration paid by PayRange on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
Severability. With the exception of the provisions in the Class Action Waiver subsection of this section, if a court decides that any part of this Disputes section is invalid or unenforceable, the other parts of this section shall still apply. If a court decides that any of the provisions in the Class Action Waiver is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the User Agreement, including all other provisions of this Section (Disputes with PayRange), will continue to apply.
Opt-Out Procedure. You can choose to reject this Agreement to Arbitrate (“opt out”) by mailing us a written opt-out notice (“Opt-Out Notice”). For new PayRange users, the Opt-Out Notice must be postmarked no later than 30 Days after the date you accept the User Agreement for the first time. You must mail the Opt-Out Notice to PayRange, Inc., 9600 NE Cascades Pkwy, Suite 280, Portland, OR 97220.
The Opt-Out Notice must state that you do not agree to this Agreement to Arbitrate and must include your name, address, phone number, and the email address(es) or user name used to log in to the PayRange account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the User Agreement, including all other provisions of this Section (Disputes with PayRange), will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. If you agree to opt out of arbitration, you agree to settle all legal issues in the state and federal courts located in Multnomah County, Oregon.
- 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 any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website or any other website maintained or owned by us. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
- Change of Business
You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of discovery of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than three (3) days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns, should we consent to assignment.
- Third-Party Services and Links to Other Web Sites
- Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D 10, including without limitation for Reversals, Claims, fines, fees, refunds or unfulfilled products and services.
- Responding to Legal Process
- Entire Agreement
This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and PayRange with respect to the provision of the Service. In the event of a conflict between this Agreement and any other PayRange agreement or policy relating to the subject matter herein, this Agreement shall prevail. Except as expressly provided herein, these terms and conditions describe the entire liability of PayRange and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the Service, and define your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(3) (“Authorization for Handling of Funds”), A(5) (“Taxes”), A(6) (“Your Data Security Obligations”), A(7) (“Security and Fraud Controls”), A(10) (“Privacy of Others”), C(4) (“Reconciliations and Errors”), C(5) (“Refunds and Returns”), C(6) (“Excessive Claims”), C(7) (“PayRange Fees”), D(2) (“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(8) (“No Warranties”), D(9) (“Limitation of Liability and Damages”), D(10) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(14) (“Parties”), D(17) (“Responding to Legal Process”), D(18) (“Entire Agreement”), D(19) (“Survival”), and D(20) (“Card Network Disclosure”).
- Electronic Delivery of Communications.
Withdrawing Consent. You may withdraw your consent to receive Communications electronically by writing to us at PayRange Inc., 9600 NE Cascades Pkwy, Suite 280, Portland, OR 97220, or, ironically, contacting us by email at email@example.com. You may also withdraw consent to receive an electronic copy of your IRS Form 1099, yet maintain electronic communications with us by requesting paper copies of the IRS form 1099 in the manner described above.
Requesting Paper Copies of Electronic Communications.
If you would like a paper copy of any Communication previously sent to you, you may contact us and make a request for a paper copy, up to 6 months after the date of the Communication. Requests made after 6 months may not be able to be met. Paper copies of Communications will be sent by first class US mail. In order for us to send you paper copies, you must have a current street address on file or provide it to us.
Maintaining Accurate Contact Information. For receiving electronic communications, you agree to keep the email address you give us to use to communicate with you up to date, complete and accurate. You agree to update your contact information when needed and acknowledge that if we do not have accurate contact information, we may not be able to communicate with you. For receiving any written, physical communications from PayRange, you must provide your complete and accurate physical address for receipt of US mail.
Who To Talk To About Your Privacy Questions
Installing Applications on your PayRange Operator Account
These terms below only apply to you if you authorize another application to connect to your PayRange Operator Account.
PayRange Inc., January 2018
PAYRANGE OPERATOR AGREEMENT
This Operator Agreement (“Agreement”) is entered into by and between PayRange and the Operator, effective as of the date of the last signature below (acceptance via electronic form online constitutes a signature).
Description of Services: PayRange operates an iOS and Android based mobile application to enable end users to make transactions using mobile devices to Operator’s Payment Accepting Terminals (machines) powered by PayRange hardware (“Device). In addition, PayRange operates a hosted software application known as “PayRange Manage”, a web-based interface to help Operator monitor such activity (collectively, the “Services”), as more particularly outlined in the PayRange Operator Terms of Service (see below). The Services will commence on the Effective Date and continue for the term of the Agreement or early termination, as provided for in this Agreement and supporting documentation.
Payment and Payment Terms: PayRange will enable transactions made at Operator’s machines using the PayRange mobile platform, and shall remit to Operator the payments received for each transaction, less fees, rounded to the nearest penny, with the minimum charge of one cent which fee will be retained by PayRange. Any monthly fees will be charged on a weekly basis. Negative balances may be charged to payment card on file or debited from Operator’s bank account, at the discretion of PayRange. The parties agree that such payments will be made by PayRange to Operator’s designated “Bank Account” in the amounts received, less fees, on a weekly basis, on the next banking day immediately following the previous period, which is from Monday to Sunday, Pacific Time. The settlement funds shall be sent by Automated Clearing House (ACH). Unless the parties otherwise agree or are otherwise required to do so by law, Operator is solely responsible for any taxes in connection with this agreement, and Operator agrees to indemnify and hold PayRange harmless from any fines, penalties, or claims of any kind that result directly from Operator’s failure to do so. PayRange will maintain a “PayRange Operator Account” for Operator containing information about the transactions that are paid through the Services, and PayRange will update the information in Operator’s PayRange Operator Account to reflect use and settlement as the information arrives in the PayRange database. Transaction history will be available to Operator when Operator logs in to the “PayRange Manage” application.
Term, Default and Termination: The Parties agree that the term of this Agreement will be five (5) years from the last ship date. At the end of the term or any subsequent renewal, this Agreement will automatically renew for a period of one year. Either party may terminate this Agreement if the other party breaches any material provision hereof and fails to cure such breach within thirty (30) days of the date of written notice specifying such breach is delivered by the non-breaching party. In addition to the foregoing, either party may terminate this Agreement if the other party files or has filed against it a petition in bankruptcy, which is not dismissed within sixty (60) days, or has a receiver appointed to handle its affairs. The obligation to make payments to Operator (less fees described herein) for purchases made at Operator’s machines using the Services shall survive any expiration or termination of this Agreement.
Warranty: PayRange warrants that the Services shall be provided in a good and workmanlike manner in accordance with applicable industry standards. PayRange warrants that each Device will operate without defect for the term of the Agreement unless otherwise agreed to by PayRange, so long as Operator is not in breach of its obligations. If a Device does not function as designed, PayRange will repair or replace such Device and resend the device within five (5) business days after receipt of the malfunctioning device that was issued a return authorization (RMA). PayRange shall have the sole discretion to repair or replace such Device. Title of any hardware supplied remains with PayRange. Except as otherwise set forth in this Agreement, the Services and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties, either express, implied, or statutory, including without limitation any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.
Security: PayRange represents and warrants to Operator that: (i) the PayRange systems and processes are designed to comply with the Payment Card Industry (PCI) Data Security Standards where applicable; and (ii) PayRange forces HTTPS for all Services, including its public website. PayRange covenants that it will support encryption through all steps of a transaction. PayRange further represents and warrants to Operator that: (a) at no point during performance of the Services will PayRange receive or have access to Cardholder Data (defined below); (b) no device provided by PayRange to Operator will receive or have access to any Cardholder Data; (c) that the applications used by PayRange in connection with the Services do not view, pass through, or store Cardholder Data; (d) Cardholder Data is never sent to or stored on PayRange servers; and (e) Operator will not receive or have access to any Cardholder Data in connection with the Services. PayRange shall cause all its subsidiaries, affiliates, vendors, contractors, agents, or other third parties that receive, access, handle, secure, manage, maintain, or transmit Cardholder Data in connection with the Services (collectively, “Vendors”) to use commercially reasonable efforts to secure such Cardholder Data in compliance with applicable laws and PCI Data Security Standards. PayRange shall indemnify and hold Operator harmless from any losses suffered by Operator arising out of any Vendor’s failure to so secure such Cardholder Data. PayRange will rapidly investigate all reported security issues related to the Services. For urgent security concerns or requests such as an incident, or suspected misuse of Operator’s account, Operator may email the PayRange 24/7 priority security team at firstname.lastname@example.org. As used herein, “Cardholder Data” means the numbers and other data assigned by card issuers to identify cardholders’ accounts (including all data within the magnetic stripe), data about card transactions and other personally identifiable information of cardholders.
User accounts and payment credentials will be managed by PayRange or its service providers, and will not be disclosed to Operator. PayRange may provide anonymized transaction data to Operator. PayRange shall adhere to the prevailing industry security standards and requirements.