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These Terms of Service (“Terms”) apply to any access to or use of the websites, applications and other online products and services, as well as any services specified in the applicable Order Form (collectively, “Services”) provided by Teampay Corporation. By checking the box to affirm assent to these Terms or by otherwise using the Services, you agree to these Terms. If you are using the Services on behalf of a business or organization, you are agreeing to these Terms for that business or organization and representing that you have the authority to bind that business or organization to these terms. References to “you” and “your” refers collectively to that business or organization and its users. If you do not agree to these Terms, do not access or use the Services.
1.1Â Subject to these Terms, Teampay Corporation hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services as set forth on the applicable Order Form.
1.2Â Teampay Corporation shall own and retain all right, title and interest in and to (a) the Services and Software (as defined below), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, (c) the text, graphics, images, photographs, videos, illustrations, and other content contained in the Services, and (d) all intellectual property rights related to any of the foregoing. You shall own all right, title and interest in and to the Customer Data (as defined in Section 4).
1.3Â Notwithstanding anything to the contrary, Teampay Corporation shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Teampay Corporation will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Teampay Corporation offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
1.4 You hereby grant to Teampay Corporation the non-exclusive, fully paid, royalty-free, non-transferable right and license to use your name(s) and corporate logo(s) in Teampay Corporation’s marketing materials and on its web site, for promotional purposes. No other rights or licenses to your name(s), logo(s) or other goodwill are granted pursuant to this Section 1.4.
2.1 Subject to these Terms, Teampay Corporation will use commercially reasonable efforts to provide you the Services. The Services enable you to designate certain users of your business or organization as administrators (“Administrators”) who will have the authority to approve purchase requests made by its other users (“Purchasers”).
2.2Â Subject to the terms hereof, Teampay Corporation will provide you with reasonable technical support services.
2.3Â For avoidance of doubt, the Services do not include any products or services provided by third parties, such as banks, credit card merchants, payment processors, shippers or any others. Teampay Corporation will not be responsible for issuing or maintaining virtual accounts associated with the Services, or any funds held therein.
3.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Teampay Corporation or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; remove any proprietary notices or labels; or use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
3.2 Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.
3.3 You represent, covenant, and warrant that you will use the Services only in compliance with these Terms, Teampay Corporation’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Teampay Corporation will provide you with reasonable notice prior to implementing the Policy. You also represent, covenant, and warrant that you have all necessary organizational power and authority to enter into these Terms.
3.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
3.5Â With respect to your account(s), you shall (a) provide any information requested via the Services, including in connection with any account you create via the Services, (b) ensure that such information is accurate when provided, and (c) maintain the accuracy of such information at all times. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account or your account credentials without your permission.
3.6 You are responsible for all activities undertaken via the Services through your accounts, and shall take full responsibility for completing due diligence on your own employee(s) before issuing any cards to such employee(s). Without limiting the generality of the foregoing, you are solely responsible for all access and use of the Services by your users or any third parties that access the Services via your accounts, including any use of transaction pre-approval settings or other features or functionality relating to transaction authorization or limits, and you release Teampay Corporation from, and waive any, claims related to the foregoing. If you are an Administrator, you must only approve use of the virtual financial account by Purchasers for lawful and direct purchases benefiting your company. If you are a Purchaser, you must (i) request use of the virtual financial account, and complete any purchase using the virtual financial account, only for lawful and direct purchases benefiting your company, and (ii) use the virtual financial account solely as authorized by the Administrator and for the limited purposes described in any request for purchase authorization.
3.7Â Customer warrants and represents that (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation and in all jurisdictions where it conducts its business; (b) it has all necessary organizational power and authority to enter into these Terms and to perform all of its obligations hereunder; and (c) the individual accepting and agreeing to these Terms on its behalf has the requisite corporate authority to do so.
3.8Â Customer will not (a) sell, resell or sublicense the Services to third parties; (b) modify, copy, reproduce, distribute, publicly perform or publicly display any content associated with the Services, except as expressly permitted by us or our licensors; (c) use any data mining, robots or similar data gathering or extraction methods; or (v) use the Services or its content other than for their intended purposes.
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Teampay Corporation includes non-public information regarding features, functionality and performance of the Service. Proprietary Information with respect to you includes non-public data provided by you to Teampay Corporation to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
5.1 The Initial Service Term shall be defined in the applicable Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have, either party may also terminate the applicable Order Form upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of these Terms. You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Teampay Corporation will make all Customer Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter Teampay Corporation may, but is not obligated to, delete stored Customer Data, other than any or all Customer Data that must be retained by law. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.3Â Notwithstanding anything to the contrary in this Section 5, Teampay Corporation reserves the right to immediately suspend the Services or terminate the applicable Order Form if (i) you fail or have failed to maintain your compliance with any applicable regulations, such as, e.g., applicable Anti-Money Laundering rules, etc. or (ii) Teampay Corporation suspects or finds actual breaches of security policies or procedures, or violations of law or applicable regulations.
6.1 You are responsible for paying all applicable fees in connection with your use of the Services, including any and all fees described in the applicable Order Form for the Services in accordance with the terms therein (the “Fees”). Teampay Corporation reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). Any billing inquiries should be directed to Teampay Corporationy’s customer support department.
7.1 Teampay Corporation shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Teampay Corporation or by third-party providers, or because of other causes beyond Teampay Corporation’s reasonable control, but Teampay Corporation shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, TEAMPAY CORPORATION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND TEAMPAY CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.1 You hereby agree to indemnify and hold harmless Teampay Corporation and its officers, directors, agents, employees, and affiliates (the “Teampay Corporation Parties”), from and against any claims, damages, demands, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) resulting from or arising out of (i) any alleged violation or breach by you of the Policy of which you were notified pursuant to Section 3.3 or these Terms, (ii) your use of Services (including without limitation the use by your users), and (iii) your violation, misappropriation or infringement of the rights of another (including privacy rights). Although Teampay Corporation has no obligation to monitor your use of the Services, Teampay Corporation may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
8.2Â Teampay Corporation shall hold you harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Teampay Corporation is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Teampay Corporation will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Teampay Corporation, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by Teampay Corporation, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Teampay Corporation to be infringing, Teampay Corporation may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.
9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT FOR BODILY INJURY OF A PERSON), TEAMPAY CORPORATION AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE APPLICABLE ORDER FORM OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) ANY MATTER BEYOND TEAMPAY’S REASONABLE CONTROL. TEAMPAY CORPORATION’S MAXIMUM LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU TO TEAMPAY CORPORATION FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
10.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These terms are not assignable, transferable or sublicensable by you except with Teampay Corporation’s prior written consent. Teampay Corporation may transfer and assign any of its rights and obligations under these Terms without consent. Unless otherwise specified in the applicable Order Form, these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Teampay Corporation in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. All disputes relating to these Terms will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in the City of New York. The prevailing party will be awarded all costs and fees of collection and arbitration, including without limitation reasonable attorneys’ fees. Teampay Corporation may make changes to these Terms from time to time by providing notice to you. Unless Teampay Corporation says otherwise in such notice, the amended Terms will be effective immediately and your continued access to and use of the Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.
Our Accounts Payable Service (“APS”) enables you to create, approve, and manage purchase orders and the associated invoices, bills, and bill payments against them. Administrators and their designees can manage invoices, bills, and bill payments on our platform. APS makes available different payment channels that you may use to pay approved bills through TeamPay Corporation, including:
--Automated Clearing House (“ACH”) payments
--Check payments
Teampay Corporation is a technology platform and not a money transmitter or money services business. Payments that are initiated through APS are processed through third party providers who are licensed or otherwise authorized to provide their payment services. Â
ACH PAYMENTS
APS allows you to make ACH payments from your linked bank account to the vendor’s bank account. Â
The ACH transfer of funds to your vendors is processed through our FDIC-insured depository institution partner bank (also known as the “Originating Depository Financial Institution” or “ODFI”). Teampay Corporation will format and submit payment instructions you enter through the platform to the ODFI on your behalf. We depend on the ODFI and the ACH network to facilitate your payments and are not responsible or liable in any way if the ODFI or ACH network are unavailable or otherwise fail to perform. You agree to comply with any other documentation or user guides for the use of APS that we may provide or make available on our platform or otherwise.
Funding Account. You must link a funding account held in your name at a U.S. FDIC-insured depository institution through the platform in order to use APS. You may not link any account that was established primarily for personal, family or household purposes. By linking your account through our platform, you are authorizing us to debit such account when you initiate a payment instruction through our platform. We may verify your ownership of your funding account using third parties. You may be subject to the terms of use and privacy policy of such third parties if indicated when using our platform. We are not responsible for the acts or omissions of such third parties.
Vendor Set Up and Management. To use APS, you must provide information for each vendor you choose to pay. You will provide correct and current information as requested by us or the ODFI regarding each vendor. By providing, entering, connecting, or uploading any vendor information to our platform, you represent and warrant that you have obtained all necessary authorizations or consents from the vendor to share such information and that we are authorized to disclose such information to the ODFI and that vendor’s account is enabled for ACH payments. You are solely responsible and neither we nor the ODFI is responsible for verifying the accuracy and completeness of any vendor information provided in connection with your use of APS. Neither we nor the ODFI will have any liability for losses or damages resulting from the inaccuracy or incompleteness of your vendor’s information, including bank account information, or your or your vendor’s acts or omissions. Â
Payment Instructions; Timing. When you use APS to make a payment, you are responsible for the payment amount and agree to fund the payment. You may only initiate payment instructions for APS through our platform using the agreed security procedures. Payments will only be made on business days when the ACH network is available. Payment instructions entered on a non-business day or after 4:00 PM Eastern Standard Time on any business day will be initiated on the next following business day. When you initiate a payment instruction, we and the ODFI will debit your linked funding account using ACH for the amount you indicate in your payment instruction. After the funds from your funding account are finally settled in the account at our ODFI in accordance with the NACHA Rules, we and the ODFI will initiate an ACH credit to your vendor’s account. You are solely responsible for entering all required information regarding your vendor and its account into the platform and for the completeness and accuracy of such information and your payment instructions.  We reserve the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through APS, in our discretion, without us or the ODFI incurring any liability to you. We will use commercially reasonable efforts to provide notice promptly if we decide to limit, delay, investigate or to refuse to make, process or issue a payment, unless the payment or notice is prohibited by law, NACHA Rules, or this Addendum.
Crediting Payments to Vendor’s Account. Credit given by the Receiving Depository Financial Institution (“RDFI”) to the vendor for the ACH credit entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or otherwise has received payment as provided for in Section 4A-403(a) of Article 4A of the Uniform Commercial Code. If the RDFI does not receive such payment for the credit entry, the RDFI is entitled to a refund from the vendor in the amount of the credit to the vendor’s account, and you will not be considered to have paid the amount of the credit entry to the vendor. We are not responsible for any penalties, interest charges, late payment fees and service fees related to any ACH credit for which the RDFI does not receive payment for the credit entry.
Cancellations, Voided Payments, and Returns. You may not cancel any payment instruction you have given through the platform. We have no liability for failing to stop a payment pursuant to your payment instruction. We may resubmit a returned or rejected entry to your funding account or to a vendor’s account in our sole discretion. You will pay all penalties, interest charges, late payment fees, service fees, or interest related to the resubmitted, returned or rejected entry. We may expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a vendor within a reasonable amount of time, as determined by us in our sole discretionIf a payment is refused or returned, we will void the payment, unless we in our sole discretion agree to take other action on the payment such as crediting or reissuing the payment. If we expire, void or cancel any payment, you authorize and we will credit the amount of the payment to your funding account, less any fees or other amounts you owe us.
Security Procedures. You acknowledge and agree that our security procedures for APS are a commercially reasonable method of verifying the authenticity of the payment instructions you provide through the platform and providing security against unauthorized payment instructions.
Applicable Rules and Law. You agree that all electronic ACH transactions requested or processed in connection with your use of APS are subject to this Addendum, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A. For purposes of the NACHA Rules, we are a “Third Party Service Provider” and a “Third Party Sender”.
Conditions to Use. As a condition to your use of our APS for ACH payments, you acknowledge and agree as follows:
â—Ź You will only use the APS to make payments to vendors that have provided goods and services to you and your issuance of payment instructions to us regarding a vendor means such vendor has been approved by you;
● All payments processed through APS are funded by an electronic withdrawal (an “ACH debit”) from your linked account through the ACH;
â—Ź You authorize us and our ODFI to initiate and process ACH debits and credits including from your linked account in accordance with your payment instructions and as provided under this Addendum;
â—Ź You are subject to and will comply with this Addendum, the NACHA Rules, and all other applicable laws, rules and regulations and are liable to us for any fines or penalties imposed by NACHA or any governmental authority relating to your use of APS;
â—Ź You acknowledge that you have access to the NACHA Rules;
â—Ź You may only originate CCD credit or debit entries as defined under the NACHA Rules using APS and will not originate any ACH transactions that violate the laws of the United States;
â—Ź Payments using APS are not subject to Regulation E or associated consumer protections;
â—Ź We or our ODFI may terminate or suspend your use of APS for breach of the NACHA Rules, this Addendum, or for any other reason, in our discretion or that of the ODFI, that could result in (a) damages, penalties or fines to the ODFI or any other party to an ACH entry, (b) violation of the NACHA Rules, or (c) or unreasonable or unauthorized conduct;
● Our ODFI reserves the right, in its sole discretion, to (i) immediately suspend your use of APS upon notice to us; or (ii) upon ten (10) days’ notice to us, terminate your ability to use APS, if our ODFI determines such termination or suspension with is necessary to comply with applicable law or NACHA Rules;
â—Ź Your funding account is enabled for ACH debits and you will reimburse us or our ODFI for all penalties and fees incurred if any funding ACH debit is returned because your account was not properly configured to accept ACH debits;
● You assume the obligations and make the representation and warranties of an Originator (as defined under the NACHA Rules) and will obtain your vendor’s written authorization to initiate ACH credits to their account, agreement to comply with the NACHA Rules, and acknowledgement of access to the NACHA Rules;
â—Ź You will not initiate entries on behalf of, or for the benefit of, any entity other than yourself;
â—Ź You will abide by any transfer or exposure limits for APS payments that we or the ODFI may establish and will cooperate in our periodic reviews, risk assessment, and monitoring of your use of APS and adjustment of such exposure limits from time to time or at any time;
â—Ź You will review all your transactions through APS no less than [weekly] and will promptly notify Teampay Corporation of any suspicious activity or ACH entries, batches or files; and
â—Ź You will allow us and the ODFI to conduct regular audits of your use of APS and your activity as an Originator and compliance with the NACHA Rules and this Addendum and provide us and the ODFI with any information and access we need to perform such audits.
CHECK PAYMENTS
APS allows you to make a payment to a vendor by paper check. The check payment service is provided by Checkbook, Inc. (“Checkbook”). By choosing to use the check payment service, you expressly agree to the Checkbook Terms and Conditions for Businesses located at https://www.checkbook.io/company/terms-business (“Checkbook Terms”).
You must have an account with Checkbook in order to use the check payment service. When you use the check payment service for the first time, you authorize us to create an account with Checkbook on your behalf. You further authorize us to share information about you with Checkbook in order to create your account, and for any other purpose related to the check payment service. Once your account is created with Checkbook, you will be able to use the check payment service. In addition to our rights as set forth in the Teampay Corporation Terms of Service, your eligibility for and use of the check payment service is subject to Checkbook’s review and approval.
You are solely responsible for your use of the check payment service. You agree that we are not responsible for any aspect of the check payment service, and you further agree not to hold us liable for any loss that may arise or may be related to your use of the check payment service, including any dispute that may arise between you and Checkbook, or for any errors, vendor dispute, mailing or processing delays, non-delivery or non-acceptance of a check, or the vendor’s failure to present the check for payment.
As a condition to your use of the check payment service, you acknowledge and agree as follows:
â—Ź You will only use the check payment service to make payments to vendors that have provided goods and services to you and your request to pay a vendor by check means such vendor has been approved by you;
â—Ź You are subject to and will comply with this Addendum, the Checkbook Terms, and all other applicable laws, rules and regulations and are liable to us for any fines or penalties imposed by Checkbook or any governmental authority relating to your use of the check payment service;
â—Ź You acknowledge that you have read and understand the Checkbook Terms;
â—Ź Check payments are not subject to Regulation E or associated consumer protections;
â—Ź We or Checkbook may terminate or suspend your use of the check payment service for breach of this Addendum, the Checkbook Terms, or for any other reason, in our discretion or that of Checkbook, that could result in (a) damages, penalties or fines to us or Checkbook, (b) violation of the Checkbook Terms, (c) unreasonable or unauthorized conduct, or (d) damage to our reputation;
â—Ź You will not use the check payment service to make payments on behalf of, or for the benefit of, any entity other than yourself;
â—Ź You will abide by any transfer or exposure limits for check payments that we or Checkbook may establish and will cooperate in our periodic reviews, risk assessment, and monitoring of your use of the check payment service and adjustment of such exposure limits from time to time or at any time;
â—Ź You will review all your transactions through the check payment service no less than weekly and will promptly notify Teampay Corporation of any suspicious activity; and
â—Ź You will allow us and Checkbook to conduct regular audits of your use of the check payment service and compliance with the Checkbook Terms and this Addendum, and provide us and Checkbook with any information and access we need to perform such audits.
v. as of 11.6.23
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