Online Bill Pay Terms and Conditions

MERCHANT - AGENT PROCESSING AGREEMENT

This Agent Processing Agreement ("Agreement') is entered into as of the date Merchant electronically accepts and signs the Agreement ("Effective Date") between the Merchant and CheckAlt, LLC. ('Agent"), a Delaware limited liability company, having a principal place of business at 711 Executive Blvd., Suite H, Valley Cottage, NY 10989. 

1. Agent Authorization. Merchant authorizes and appoints Agent to receive Merchant's payments’ funds and its payments' remittance data electronically from Mastercard RPPS® or other service provider acceptable to Agent (the “Network”) in accordance with the applicable agreement between Sponsor Bank and Agent. This Agreement supplements the agreement signed by Merchant with its invoicing service provider.
2. This Agreement is subject to final and continuing approval by Agent following completion of the onboarding process. In the event of any (i) adverse findings during the onboarding process; (ii) Merchant’s failure to satisfy Agent’s underwriting or policy standards, (iii) if Merchant’s use of the Services creates a risk of loss to Agent (including a third party claim or a reputational injury or violation of law), or (iv) if Merchant fails to provide information reasonably requested by Agent; Agent reserves the right to immediately terminate this Agreement in its sole discretion without prior notice, notwithstanding Section 9 below.
3. ACH Debits/Credits. You acknowledge and agree that Agent may instruct the Sponsor Bank to (i) credit and debit your Account in respect to your participation in the Network; and (ii) further debit your Account (a) for funds due from Merchant to another Network participant or Agent, including funds credited to Merchant’s Account in error, (b) for funds due to fees or penalties due under the Mastercard RPPS Documentation, and (c) unwind transactions previously settled to your Account through the Network if a previously settled transaction was not funded. Merchant shall cooperate in effecting such transaction unwinding. Agent may, without prior notice to Merchant, setoff, appropriate, and apply any funds otherwise due to Merchant against any amounts in respect of reversals or unwinding of transactions settled to Merchant by the Network.  Merchant understands that if the total amount of reversal item(s) on a given day exceeds the dollar amount of credit transactions for that day, an ACH debit for the difference in the amount due to Merchant will be initiated to Merchant's account.
4. Merchant Actions. Merchant agrees to comply with all applicable laws and rules which include but are not limited to the “Mastercard RPPS Documentation”.  Merchant represents and warrants any use of the Network to transmit payments will be limited to payments wholly within the United States of which Merchant is the final beneficiary.  Merchant will use reasonable efforts to encourage consumers to pay billers’ invoices through a third-party interface that allows consumers to manage and pay multiple invoices (each such interface, a “Bill Pay Aggregator”).  Such efforts will include, but not be limited to, listing Bill Pay Aggregator(s) as an option on each invoice, alongside alternative payment methods.
5. Merchant Information. Agent is authorized to provide Merchant’s payment address and other requested information required by the Mastercard Documentation or Sponsor Bank, to the Network, Sponsor Bank or Agent’s service providers for its use in routing end user payments and other messages. Merchant acknowledges and agrees that the Network may provide Merchant information to the financial institutions of end users and other persons, but shall not be obligated to do so. Merchant shall review its Biller profile semiannually to ensure that all information is accurate and up-to-date. Such Merchant information is also subject to Agent’s Privacy Policy herein incorporated by reference.
6. Merchant accepts full financial and unconditional responsibility for: (a) items returned when Agent or Sponsor Bank is not able to verify that there are sufficient customer funds available prior to submission of the electronic payment and funds to Merchant; and (b) any violation or breach of Mastercard RPPS Documentation.
7. Hold Harmless and limitation of Liability.  Merchant will defend, indemnify and hold harmless Agent and any of its affiliates, subsidiaries, employees, service providers, and subcontractors, harmless from and against any claims, suits, liabilities, losses, damages, fines, penalties, injuries or any costs and expenses (including reasonable attorneys’ fees) of any kind incurred by Agent or any third party arising from or related to the processing service regardless of whether such claim is based on negligence, errors of omission or other actions, related to the processing of electronic bill payments pursuant to this Agreement.
8. Notices. Any written notice required or permitted to be given hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized overnight courier service, to Agent at the addresses listed above and for Merchant to the attention of the Legal Department of the invoicing service provider. All such notices shall be effective upon receipt.
9. Termination. The term of this Agreement is as of the Effective Date and shall continue thereafter unless any of the following occur in which case this Agreement shall terminate immediately: (a) either party provides at least thirty (30) days written notice of its intent to terminate for any reason; (b) either party shall cease doing business, or become insolvent or become a party to any bankruptcy or receivership proceedings, or make an assignment for the benefit of creditors; (c) Merchant's remittance relationship with its financial institution terminates or expires; (d) Agent's relationship with its financial institution terminates or expires; or (e) after the Effective Date of this Agreement, any law, regulation, or ordinance, whether federal, state, or local, becomes effective which substantially alters the ability of either party to perform hereunder, then the applicable party shall have the right to terminate this Agreement upon thirty (30) days written notice to the other party.
10. Limitation of Liability. (a) Indirect Damages. To the maximum extent permitted by Law, the Agent will not be liable to Merchant in relation to this Agreement during and after the term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not Merchant or Agent have been advised of their possibility. (b) General Damages. To the maximum extent permitted by Law, Agent will not be liable to Merchant in relation to this Agreement during and after the term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate $500 USD.