These Terms of Service are a user agreement (“Agreement”) between you (“user,” “you”, “your”) and Deposits, Inc., a Delaware Corporation, on its own behalf and on behalf of its direct and indirect subsidiaries and affiliates with its office located at 2001 Ross Ave. Suite 700, Dallas, TX, 75201 (“Deposits” herein). As used in this Agreement, “Service” refers to Deposits’ payment processing services, as well as our website, any software, programs, documentation, tools, hardware, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Deposits, directly or indirectly. To use the Service, you must agree to all the terms in this Agreement.
Deposits offers the Service through Deposits’ website and mobile applications and integrations with third-party websites and mobile applications (“Platform”, “Platforms”, “Platform Partners”). The Platform’s terms of service and privacy policy apply to your use of the Platform, and this Agreement and Deposits’ Privacy Policy apply to your use of the Service.
This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.deposits.inc and/or any other website(s) that we inform you of (the “Website”).
Deposits allows individuals, businesses, and nonprofit organizations to register with Deposits. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business or nonprofit organization.
Each Account must be linked to at least one verified U.S. bank account.
To register with Deposits, you need to provide information, including email address and a self-selected password, in order to create an account (“Account”). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.
To register a business or nonprofit organization you have to provide additional information, such as street address, telephone number, tax identification number (or social security number), and date of birth, and other identifying information for at least one principal of the business. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver’s license, or a business license).
You authorize Deposits.inc, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third-party databases). You specifically authorize Deposits.inc to request a consumer report that contains your name and address.
You must provide accurate and complete information. If we cannot verify that this information is complete and accurate, we may deny your use of our Service or close your Account.
Deposits offers an application programming interface (“API”) to retrieve information from or submit requests to Deposits. If you use the Deposits API to develop applications or integrate our Service into your website or mobile application, then the users that these applications or integrations serve are subject to the terms of this Agreement.
Deposits will issue you an access token for each user of your website or application who creates a Deposits Account. You agree that access tokens are the property of Deposits, and that misuse of access tokens by you or your users could cause substantial loss and damage to Deposits.
By accepting this Agreement, you agree and consent to our E-Sign Consent Agreement, to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that we provide in connection with your Deposits Account and your use of the Service.
We will provide these Communications to you by emailing them to you at the primary email address listed in your Deposits Account registration, by emailing you a link or instructions on how to access them on a website, or (if permitted by law) by posting them on the Website.
Consent to access, processing and storage of your personal data.You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing Deposits Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy for further information about how we process your personal data, and the rights you have in respect of this.
By registering with Deposits, you also confirm that you will not accept payments or use the Service in connection with the following activities, items, or services:
Adult content, bail bonds, bankruptcy lawyers, check cashing, or payment for a dishonored check or for an item deemed uncollectible by another merchant, credit counseling or credit repair agencies, credit protection or identity theft protection services, counterfeit or possibly counterfeit goods, debt collection, consolidation, or reduction services, distressed property sales and marketing, door to door sales, drugs, alcohol, or drug paraphernalia, or items that may represent them, factoring, liquidators, bailiffs, bail bondsmen, gambling or betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races, hate, violence, racial intolerance, or the financial exploitation of a crime, marijuana, obscene or pornographic items, prostitution, escort services, and other explicit sexually related services, unlawful activities or items, or activities or items that encourage, promote, facilitate or instruct others regarding the same, violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same, weapons, including replicas and/or ammunition, or any embassy, consulate office, or foreign mission related activity.
If Deposits determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Payor, or seized. In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the Deposits Service, and any of your transactions with law enforcement.
Deposits provides hosting and data processing services for our users. Deposits is a Payment Service Provider (“PSP”), not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of Treasury. Specifically, Deposits acts as your (i.e. Payee’s) agent in so far as collecting payments/funds from Payors. Deposits will inform you when it has collected funds/payments from your Payors and you agree to credit your Payors’ accounts at the time Deposits provides such confirmation.
As a PSP, Deposits collects, analyzes, and relays information generated in connection with payments to and from our users. You authorize Deposits to provide this information to the FSPs that Deposits partners with, in order for the FSP to facilitate payments from/to our users through the various payment networks (“Network”, “Networks”), including ACH and/or Check21 and/or VISA and/or Mastercard OCT (Original Credit Transaction), as applicable. As a result, Deposits through its FSP conducts the settlement of Network transactions from/to our users. Deposits does not at any point hold or own funds in connection with the Service, nor does Deposits transmit money or monetary value. In connection with the Service, Deposits does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. In order to act as a PSP, Deposits must enter into agreements with Networks and FSPs. You are not a third-party beneficiary of these agreements. Each of the Networks and FSPs is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and, if you decline to do so, we may suspend or terminate your Account.
Depending on the network chosen for settlement e.g. ACH and/or Check21 and/or VISA/Mastercard OCT, either by you or by Deposits. Deposits can and will create a paper version of the Check being used for payment. This paper Check can and will be stored in a vault either onsite or offsite Deposits’ premises. The length of storage of this original Check will be in compliance with statutory regulations and guidelines as applicable.
If you are using the Deposits Recurring Payments or Invoices feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Regulation E), including by capturing your customers’ agreements to be billed on a recurring basis.You may not resell any hardware provided to you by Deposits or a third party for use with the Service.
If Company is a HIPAA Covered Entity or Business Associate. Company and Deposits will engage in a business relationship in which Deposits provides certain Services to Company. In this relationship, Deposits may receive, use, maintain, disclose, or otherwise process PHI as a Business Associate for or on behalf of Company in the course of performing such Services.
Notwithstanding Deposits’ assistance in understanding the Operating Regulations and Network Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Regulations and Network Rules, regardless of whether you have possession of those provisions. We can provide you with excerpted provisions of the Network Rules upon your request.
We may share some or all of the information about you and your transactions with our FSP(s), Networks, and our other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Deposits, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. At any time, Deposits, its FSP processor, or its other partners may conclude that you will not be permitted to use Deposits.
You agree that Deposits is permitted to contact and share information about you and your Account with banks and other financial institutions. 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 Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Deposits’ risk management process.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting, and remitting correct any taxes to the appropriate tax authority. Deposits is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
If there is no activity in your Account (including access or payment transactions) for a period of time we may give you the option of keeping your Account open or close it. If you do not respond to our notice within the time period specified in the notice, we may close your Account.
Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood, and accepted our Privacy Policy.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes.
For any Cardholder data transmitted to us, we will maintain all applicable PCI DSS requirements to the extent that we possess or otherwise store, process, or transmit cardholder data on your behalf, or to the extent that we could impact the security of our customer’s cardholder data environment.United States - California residents. This section provides additional details about the personal information we collect about California consumers as well as the rights of California consumers under the California Consumer Privacy Act (CCPA).
How We Collect, Use, and Disclose your Personal Information. Your CCPA Rights and Choices. As a California consumer and subject to certain limitations under the CCPA, you have choices regarding our use and disclosure of your personal information: Exercising the right to know. You may request, up to twice in a 12-month period, the following information about the personal information we have collected about you during the past 12 months:
If your Deposits Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service and to remove all logos from your website and wherever else they are displayed, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that Deposits shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.
You may terminate this Agreement per the terms of the Pricing Agreement you have signed with Deposits. If you haven’t signed any Pricing Agreement in addition to these Terms and Conditions you may terminate this agreement anytime provided you pay all outstanding bills, dues, charges whether they are per transaction or subscription-based. When you close your Deposits Account, any pending transactions will be canceled. Any funds that Deposits thru its FSP is holding in custody for you at the time of closure, less any applicable fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Deposits Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Deposits Account, Deposits may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, the FSP will release those funds to you.
We may terminate this Agreement and close your Deposits Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and instruct our FSP to suspend access to your Deposits Account (including the funds in your Deposits Account) if you (a) have violated the terms of the Deposits’ policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
Deposits 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. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when Deposits makes these updates available.
You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any Deposits system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Deposits referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Deposits; (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) perform or attempt to perform any actions that would interfere with the proper working 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.
The Service is licensed and not sold. The Service is protected by copyright, trade secret, and other intellectual property laws. Deposits owns the title, copyright, and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to Deposits’ trademarks or service marks, nor may you remove, obscure, or alter any of Deposits’ trademarks or service marks included in the Service.
You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEPOSITS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, DEPOSITS, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
DEPOSITS DOES 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 DEPOSITS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
All third-party hardware and other products included or sold with the Service are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer or distributor directly. DEPOSITS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEPOSITS, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL DEPOSITS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR DEPOSITS ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL DEPOSITS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD-PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEPOSITS, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL DEPOSITS, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DEPOSITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY 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. Deposits 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 and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign 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.
If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact Deposits support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.
You and Deposits agree to arbitrate all “Disputes,” defined as any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Deposits, including but not limited to any claims relating in any way to this Agreement (including its breach, termination, and interpretation), any other aspect of our relationship, Deposits advertising, and any use of Deposits software or services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement.
Arbitration; Waiver of Class Action. If we cannot resolve the dispute through the Formal Complaint Process, you and we agree that any dispute arising out of or relating to this Agreement or the Deposits Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”).
Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf).
This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND DEPOSITS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement, any arbitration pursuant to this Agreement, or any small claims action shall be entitled to costs and attorneys' fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law.
Notwithstanding the foregoing, you or Deposits may choose to pursue a claim in court and not by arbitration if you fail to timely pay amounts due. Deposits may assign your account for collection, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.
This Agreement and any dispute will be governed by Texas law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Texas, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. Basically, This Agreement and any Dispute will be governed by Texas law and/or applicable federal law.
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within six months after the cause of action accrues.
If you decide to use third-party services, including one of our Platform Partners, you will be responsible for reviewing and understanding the terms and conditions associated with them. You agree that Deposits is not responsible for the performance of these third-party services. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Deposits. Deposits expressly disclaims any liability for these websites.
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 software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon Deposits unless in a written instrument signed by a duly authorized representative of Deposits.
Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Deposits, and they describe the entire liability of Deposits and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other Deposits agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is 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. The Agreement does not limit any rights that Deposits may have under trade secret, copyright, patent or other laws. Deposits’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Deposits charges fees (“Fees”) to use the Service as described in Appendix A of this Agreement or Deposits’ official website or a separate Pricing Agreement. These Fees are collected directly by Deposits or by a Platform Partner on Deposits’ behalf. The Platform Partner may also add additional fees. A Platform Partner may also charge fees that are collected by Deposits on the Platform’s behalf.
The Financial Services Providers (“FSP”) that Deposits partners with to complete the transaction processing may withhold these Fees from payments received by you. Refer to section 6 below for more information on the role that the FSP has.
Deposits also charges fees for exceptions processing, such as for chargebacks. You agree to pay Deposits the Fees that are posted from time to time by Deposits or the Platform. In general, Fees posted by Deposits and the Platform are cumulative; however, in case of inconsistency, the Fees posted by the Platform apply.
Subject to the terms of this Agreement, we and the Platform reserve the right to change our Fees. By continuing to use the Service, you consent to the change in Fees. To withdraw your consent, you must close your Account.
You authorize Deposits through its FSP to hold, receive, disburse and settle funds on your behalf. Your authorization permits Deposits though it’s FSP to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize.
You authorize the FSP to initiate electronic Network entries to each bank account for which you input or enable the retrieval of the routing number and account number on Deposits’ website, mobile app or any other ingress point such as through one of our Partners, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the Network Rules, and you agree that all Network transactions that you initiate will comply with all applicable law.
Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Deposits Customer Support in accordance with instructions on our website or by closing your Account. You understand that Deposits requires a reasonable time to act on your revocation, not to exceed five (5) business days.
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.
The following terms apply only if you are using Deposits’ platform for collecting payments i.e. payment(s) you are collecting for goods and/or services sold/transferred.
Upon the release of transaction information by Deposits, a Payor will be debited or charged by Deposits. You agree that the Payor’s obligation to the recipient is treated as paid after processing has been initiated by Deposits and the transaction enters the “Completed” status in Deposits. After the initiation of processing by Deposits, you agree not to attempt to collect or otherwise seek payment from the Payor, because you agree that Payor’s obligation to you has been conclusively discharged. Transactions may stay in a “Pending” state before “Completed” if Deposits is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are “Completed”.
Transactions may be disputed by the Payor at any time up to the number of days stipulated in applicable Network regulations from the date the transaction appears in the Payor’s bank account. Disputes resolved in favor of the Payor may result in reversal of the disputed transaction, regardless of state.
Deposits reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact Customer Support. Upon receiving this request, Deposits will conduct a review of your Account, and decide whether to lift or remove these limits.
Deposits through it’s FSP will transfer funds to your bank account according to the typical schedule applicable to the specific Network used to transfer the funds. Regardless of the Network used to transfer the funds, Deposits through it’s FSP will transfer funds to your bank account no more than thirty (30) days after funds settle to the FSP, subject to any “Reserve” imposed under Section 11 below. If Deposits cannot transfer the funds to your bank account (due to inaccurate or obsolete bank account information entered by you, or for any other reason), Deposits may refund the funds to the Payor or escheat them pursuant to Section 14 below. Neither the FSP, Deposits, nor the Payor will have any liability to you for funds so refunded.
Settlements to a bank account may be limited or delayed based on your perceived risk and history with Deposits. If you would like to request an increase to your settlement limit, please contact Deposits Support. Upon receiving this request, Deposits will conduct a review of your account. Deposits will consider a variety of factors in making this decision and will make this determination at its sole discretion.Should Deposits need to conduct an investigation or resolve any pending dispute related to your Account, Deposits may defer payout or restrict access to your funds for the entire time it takes us to do so. Deposits may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
Furthermore, if Deposits or the FSP suspects future chargebacks or disputes as a result of transactions to your Account, Deposits may defer payout and/or restrict access to your funds until Deposits or the FSP reasonably believes, in their sole discretion, that the risk of receiving a chargeback or dispute has passed. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Deposits’ sole discretion.
At any time and from time to time, Deposits may temporarily suspend or delay payments to you and/or designate an amount of funds that Deposits through it’s FSP must maintain in your Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.
The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Deposits, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Deposits’ favor, or otherwise as Deposits or its processor or the FSP may determine or require. If you do not have sufficient funds in your Reserve, Deposits may fund the Reserve from any funding source associated with your Account, or from any other Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) credited to your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.
You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.
You agree to process returns of, and provide refunds and adjustments for, goods or services through your Deposits Account in accordance with this Agreement and the Operating Regulations and Network Rules, as applicable. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Payors at the time of purchase, (c) not give cash refunds to a Payor in connection with a payment processed through our Service, unless required by law, and (d) not accept cash or any other item of value for preparing a sale refund through the applicable Network. Your refund policies must be the same for all payment methods.
The amount of a payment may be charged back to you if (a) it is disputed by a Payor, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Regulations.
You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by our partner FSP(s) or Networks. If you do not have sufficient funds in your Account, we will have the remedies set forth in “Our Set-off and Collection Rights” below. If you have pending chargebacks, Deposits through it’s FSP may delay payouts to you.
Further, if we reasonably believe that a chargeback is likely with respect to any transaction, Deposits may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Payor’s complaint, in which case Deposits’ FSP will retain and refund the funds; (b) the period of time under applicable law or regulation by which the Payor may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.
If we determine that you are incurring an excessive amount of Chargebacks, Deposits may establish controls or conditions governing your Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Payor, the Payor’s financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request the necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.
To the extent permitted by law, Deposits may set off any obligation you owe us under this Agreement (including chargebacks) against any credit in your Account or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from your Account. If you do not have sufficient funds, Deposits thru it’s FSP may collect from any funding source associated with your Account, or from any other Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered through Deposits. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and interest at the lesser of one-and-one-half percent (1-1/2%) per month or the highest rate permitted by law. In its discretion, Deposits may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
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Current as of: September 19, 2022