Revised December 2, 2025
These Pay Terms, amended from time to time by Zego (“us” or “our”) together with your Zego Services Agreement and any other documents requested by and provided to us comprise our “Agreement” with Client (“you” or “your”) to provide Pay Services. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. Should these Pay Terms and any other Zego Terms and Conditions conflict, these Pay Terms shall control your use of the Pay Services.
1. PAY SERVICES
Through our relationship with our Processor, we will provide you with the Pay Services to authorize and receive funds from Payment Transactions from your Payers. In providing the Pay Services, we have agreements with other parties, including banks and other payment processors (collectively, Members), as well as Card Networks, whom we must comply and cooperate with to provide the Pay Services to you.
2. USING THE PAY SERVICES
(a) Your use of the Pay Services, even after termination of the Agreement, reflects your acknowledgement and agreement to: (i) comply with these Pay Terms at all times; (ii) comply with any instructions provided by us that we deem necessary in our discretion to compliantly provide the Pay Services to you; and (iii) timely and competently perform your obligations under this Agreement at your own expense.
(b) By using the Pay Services, you grant us the right to maintain and improve the Pay Services by conducting maintenance from time-to-time, which may result in rendering certain parts of the Pay Services temporarily unavailable. If we are able, then we shall make all reasonable attempts to provide you with advance notice of any maintenance.
(c) You may use the Pay Services to accept credit and debit card payments from your business customers. You may not use the Pay Services for personal, family, or household use.
3. THE INFORMATION YOU PROVIDE TO US
The information you provide is vital for us to manage our own compliance obligations and to provide the right Pay Services for you. We, in our sole discretion, reserve the right to accept or reject providing the Pay Services to you based on the information you provide us. Our Processor prohibits us from providing Pay Services those who process transactions on the Restricted Transactions List (see Exhibit A). We may be required to register you (at your expense) with the Card Networks or to provide your information to our Members. Your acceptance of the Pay Services indicates your consent for us to confidentially provide such information, as we deem necessary or as reasonably requested from us.
a. Changes to the information you provided us. You agree to make us immediately aware of any changes to the information you have provided us. Failure to do so may result in immediate suspension or termination of the Pay Services.
b. Information requests. You also agree to immediately assist us in resolving any questions or disputes regarding the information you provided or any questions we may have otherwise received in connection to providing the Pay Services to you. Such assistance may include a request from a Member, Card Network, Regulatory Agency or other relevant party we partner with to provide the Pay Services. Such assistance may also include but not be limited to a request for evidence regarding a Payment Transaction.
c. Information we must collect to comply with Applicable Laws and Rules. You must provide the information that we request from you including but not limited to verification of your identity, credit, business operations, financial statements, customer information and other information. During the term of the Agreement, you also agree to immediately provide us with all additional information that we request, at any time, to comply with our legal or compliance obligations. By using the Pay Services, you represent and warrant that to the best of your knowledge, the information submitted to us is true. We reserve the right to immediately suspend or terminate the Pay Services if any information you provided us is found to be untrue.
d. Information Verification Consent. Before, during and after (as necessary) providing the Pay Services, you consent to us verifying any information you provide us. This may include but not be limited to us obtaining and/or reviewing applicable credit reports, confirming the information you provided through third-party background check registers or databases, or through appropriate financial institutions.
e. Financial information. Understanding your financial health is vital for us to comply with our Members, Card Networks and regulatory compliance obligations. You acknowledge and agree to immediately provide us with any information which we may require, to assess your financial health such as bank or financial statements, accounts or invoices.
4. TRANSACTION ERRORS
While infrequent, sometimes errors can occur when processing Payments Transactions. Such errors can be due to a variety of factors in relation to you, us, our Members, Card Networks or other parties or events whether within or outside your and our collective control. If we become aware of an error, resulting in you receiving more or less funds than were due to you, we will work diligently to fix such error upon learning of it. Further, you must report to us immediately any errors discovered by you. Any errors you report to us that require action shall be resolved within 30 days of the error, or in the case of errors that cannot be resolved in 30 days, such amount of time that is reasonable considering the scope of the error. You acknowledge and agree that failure to timely notify us of such error may result in our delayed or possible failed resolution of the error. Billing errors are addressed in Section 20.
5. EXCLUDED TRANSACTIONS
Our processing of Payment Transactions is subject to Applicable Laws, NACHA Rules and Card Network Rules. We have no influence over these, and are under no obligation to provide the Pay Services with respect to any Payment Transaction which is, in our reasonable judgment, an Excluded Transaction. Excluded Transactions are:
- Outside of the scope of those we have agreed with you, or as stipulated within your Agreement, including Payment Transactions which fall within the scope of our Restricted Transactions List (attached as Exhibit A) (as amended from time to time); and/or
- those that would, in our sole discretion, violate our internal risk parameters, and/or result in either you or us being in breach of any Applicable Laws, Member requirement NACHA Rules or Card Network Rules; or
6. SETTLEMENT ACCOUNT AND SETTLEMENT
You are required at all times while the Pay Services are provided to you (and for such period as may be reasonably necessary after termination of the Pay Services to allow for recovery of any funds due to you or us) to establish and maintain in your name a Settlement Account at an approved bank for us to settle Payment Transaction funds or proceeds owed to you. Unless otherwise agreed to by the parties, such funds or proceeds payable to you shall equal the Transaction amounts submitted by you after deduction of: (a) all fees, charges, costs or other amounts of any kind payable by you, a Payer or otherwise incurred under or in connection with the Agreement; (b) any amounts necessary to cover expenses, costs or third-party charges associated with the processing, handling or disbursement of Settlement funds, including without limitation any amounts required to settle funds to you or a third-party recipient on your behalf; (c) all Chargebacks, return entries or other reimbursements; (d) any requirements necessary for the Reserve Account as defined within this Agreement; (e) all fees, charges, Fines, assessments, penalties, or other liabilities that may be imposed on us, or a Member as applicable, by the Payment Networks and all related costs and expenses incurred by us or any Member or Payment Network. If for any reason we are unable to settle funds or make debits to your Settlement Account, you agree to open and maintain a separate Settlement Account in your name which allows us to do so. At our request, you agree to promptly execute any documents or grant us any approvals we may require to allow us to directly credit Payment Transaction proceeds and debit funds owed from your Settlement Account during the term of the Pay Services and after, as necessary.
7. THIRD-PARTY SYSTEMS AND SERVICE PROVIDERS
You may be using special services or software provided by a third-party supplier to assist you in processing transactions, including authorizations and settlements, or accounting functions. You are responsible for ensuring compliance with the requirements of any third-party supplier in using its products. We are not responsible for the performance of any third-party product. We also accept no responsibility for supervision or payment of any third-party suppliers you may require in using the Pay Services. You acknowledge and agree that any use of a third-party product that puts you out of compliance with this Agreement may result in immediate suspension or termination of the Pay Services.
8. COMPLIANCE WITH APPLICABLE LAWS AND CARD NETWORK RULES
You acknowledge and agree at all times that the Pay Services are being provided to you, to fully comply with all Applicable Laws, NACHA Rules, Card Network Rules and industry requirements applicable to you including but not limited to PCI-DSS. Card Network Rules can be accessed at the following websites:
- American Express: https://www.americanexpress.com/merchantopguide
Each applicable Card Network’s Rules are incorporated by reference into this Agreement and will control with respect to any conflict in terms between this Agreement and such Card Network Rule. You will not discriminate against Cards or Issuers (e.g., limited acceptance options) except in full compliance with the Card Network Rules, and will comply with all Card Network Rules, Applicable Laws, and regulations related to its business operations, PCI-DSS obligations, the use of Card Network’s marks, and each transaction acquired hereunder. You expressly agree that you will accept Cards and protect, utilize, or restrict transaction data, including, as applicable, the magnetic stripe and CVV2, in accordance with the Pay Terms, Applicable Law or regulation, NACHA Rules and the Card Network Rules, and will cooperate with any audit requested by a Card Network until such audit is completed.
In addition to complying with each Card Network’s obligations or prohibitions related to acceptance, disbursement, or resubmission of a transaction, You may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit transactions for the sale of its own goods or services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirect payments to any other party. You covenant that you are not a third-party beneficiary under any agreement with a Card Network, however, a Card Network may be a third-party beneficiary of this Agreement, and shall have the rights, but not any obligation, necessary to fully enforce the Pay Terms against you.
You agree that all information obtained under this Agreement may be shared with a Card Network. You acknowledge and agree that you are responsible for your employees’ actions, it will notify us of any third party that will have access to Cardholder data.
We may inform you from time to time about Card Network Rules or requirements applicable to your use of the Pay Services, and your required compliance. But whether or not we notify you of a change in Card Network Rules, you are required at all times to comply with all Card Network Rules. To the extent that there may be any inconsistency between these Pay Terms and the associated Card Network Rules in connection to our providing the Pay Services, the Card Network Rules shall prevail.
9. PROCESSING ACH TRANSACTIONS.
If approved by us and set forth in your Agreement, you may accept ACH Transactions from your customers as long as you comply with the National Automated Clearing House Association (“NACHA“) Rules. Copies are available at www.achrulesonline.org. You agree not to initiate any ACH debits or credits to or from a savings account, or a foreign bank or the branch of a foreign bank in a U.S. territory. The term foreign bank does not include: (a) a U.S. agency or branch of a foreign bank; and (b) an insured bank organized under the laws of a U.S. territory. You authorize us to originate credit or debit records for the purpose of a funds transfer and agree to only process ACH Transactions in accordance with this Agreement, NACHA Rules, the Card Network Rules, and Applicable Law. All disputes between you and any of your Payers relating to any ACH Transaction must be resolved between you and that Payer. If we receive any notice of an ACH dispute or NACHA inquiry, we will forward such notice directly to you. We bear no financial responsibility for any disputed ACH Transaction.
You authorize our Originating Depository Financial Institution (“ODFI”) and us to originate entries on behalf of your Payer(s) to the Settlement Account(s). You understand that the ODFI and Zego reserve the right to terminate the Agreement in a way compliant with the NACHA Rules if you are in breach of the NACHA Rules.
NACHA may assess a fine that could be passed on to you that ranges from $1,000 up to $500,000 per month if you are unable to provide proof that you have obtain authorization to debit a Payer’s bank account. The NACHA Rules require you to obtain authorization before you originate ACH entries to a Payer’s account and to retain that authorization for a period of at least two years. By not obtaining an authorization and retaining it, you are non-compliant with NACHA’s Rules (subsections 2.3.1 and 2.3.2.7). If you have questions, please refer to your ACH user guide or contact Zego’s customer care. You may purchase your own copy of the NACHA Operating Rules at NACHA.org/store.
10. REFUNDS
When necessary and pursuant to the Card Network Rules, refunds may be provided for Payment Transactions facilitated under these Pay Terms. Refunds, however, must be only executed to the Card or Settlement Account used for the original Payment Transaction, subject to any exceptions agreed with us and in compliance with the Card Network Rules.
(a) Refunds policy. You agree to offer your Payers a legally compliant refund policy which is consistent with your business practices while providing sufficient notice to Payers of such policy provided that such policy complies with the timeframe allowed by us, our Processor(s) or Member(s).
(b) Cash refunds. You will issue a credit instead of making a cash advance, disbursement, or cash refund on any Card Transaction. Providing cash refunds to Payers in connection with the Pay Services is prohibited.
(c) Original Transaction. You will not submit a credit request relating to any Card or ACH Payment Transaction not originally submitted to us, nor will you submit a credit request that exceeds the amount of the original Card or ACH Payment Transaction.
11. REPUTATION PROTECTIONS
Protecting our, our Members and the Card Networks’ reputations are vital for us to compliantly provide the Pay Services. At all times while in receipt and while undertaking any activities, thereafter, in connection with the Pay Services, you acknowledge and agree not to act in any manner or omit from acting in any manner in which we (in our absolute but reasonable discretion) consider such action or inaction to cause actual or potential harm, or adversely impact, our, our Members’ or any Card Network’s reputation. Failure to comply with this section may result in immediate suspension or termination of the Pay Services.
12. RESERVES
(a) Establishment. Establishing a Reserve Account may be necessary while providing the Pay Services. We, in our sole and absolute discretion to manage our risk or as requested or anticipated by any Member or Card Network, may require you to establish a Reserve Account to satisfy any Losses or Expected Liabilities in connection to the Pay Services. To fund the Reserve Account, you acknowledge and agree that we or any Member may deduct amounts from any payment due to you or from your Settlement Account, as necessary. You acknowledge and agree that you shall have no ownership interest to withdraw or control any funds within the Reserve Account.
(b) Reserve Calculation and Adjustments. Reserve Account amounts will be based on factors including, but not limited to, your processing volume, Chargeback history, refunds, or assessment of the transactions being exposed to fraud, and the nature of the goods or services sold. We may review the Reserve Account periodically and adjust the amount if we reasonably determine such adjustment is necessary.
(c) Release of Reserve Amounts. In managing the Reserve Account, you acknowledge and agree we or any Member may deduct from the Reserve Account, any amount owed in accordance with these Pay Terms. Any funds in the Reserve Account may be held until the later of (i) the expiration of any potentially applicable Chargeback rights in respect of purchased indebtedness under the Card Network Rules or (ii) the period necessary to secure the performance of your obligations under this Agreement, which such holding period may extend beyond termination of your Agreement.
13. RECEIPT OF PAYMENT TRANSACTION PROCEEDS
You unconditionally agree and instruct us to transfer and hold the proceeds of any of your Payment Transactions we receive in one of our Payer Accounts or, if applicable, the Reserve Account for the purpose of holding such funds until such funds are transferred to your Settlement Account. You acknowledge that all credits provided to you are provisional and subject to Chargebacks and other adjustments in accordance with this Agreement, NACHA Rules and the Card Network Rules, whether or not a transaction is charged back by the Card Issuer. We may revoke or reverse at any time any credit given to you if the Card Transaction was not made in compliance with this Agreement. In the case of such revocation or reversal, we may immediately debit your Settlement Account as authorized under the Agreement.
14. OTHER SECURITY
If requested by us, you may be required to provide us such other security as we may reasonably request to secure the performance of your obligations under the Agreement. This may involve you arranging the execution of a guarantee, funding a reserve account, creating a trust account or placing a legal charge over a deposit in a bank account.
15. SERVICE FEES AND OTHER AMOUNTS YOU MAY OWE US
In providing the Pay Services, you acknowledge and agree your obligation to pay us the fees and all other amounts which are due and/or payable by you in accordance with your Agreement. The fees set forth in the Agreement are payable by you or your Payer. Fees payable by you are reflected in an electronic invoice generated and provided to you on a monthly basis. Such fees shall be invoiced monthly. In the case of fees paid by Payer, such fees shall be withheld from the Payment Transaction proceeds and settled to us. The balance of the Payment Transaction proceeds shall be settled to your Settlement Account.
16. SET-OFF RIGHTS
You acknowledge and agree that we, in our commercially reasonable but sole discretion, may deduct any amount you may owe us from (a) the proceeds of your Payment Transactions but before those funds are credited to your Settlement Account; (b) the Reserve Account; and/or (c) a direct payment by you to us in the event we deem the proceeds of your Payment Transactions or the Reserve Account are insufficient. In the event of such set-off, we will notify you of any deductions made and for our purpose(s) for making such set-off.
17. CHARGEBACKS AND CARD NETWORK FEES
(a) Chargeback Liability. You acknowledge and agree that any amounts connected to Chargebacks and Card Network fees (including Fines, if applicable) NACHA ACH late returns, copy of authorizations fees or other NACHA fees are your responsibility and must be paid by you in accordance with your Agreement. As Chargebacks and Card Network fees and Fines may be unknown until after termination of the Agreement, such possible liability from you to us shall survive termination of the Agreement.
(b) Chargeback Procedures. You acknowledge and agree to manage your Chargebacks in accordance with applicable Card Network Rules and also agree, upon our notification to you, to assist us or any Card Network with providing any information that may be necessary to investigate and/or resolve a Chargeback. If in our, a Member’s or Card Network’s reasonable opinion, a Chargeback appears valid and/or you do not provide sufficient or timely documentation to dispute such Chargeback, then investigation into such Chargeback may cease; thus, automatically causing you to be liable for the Chargeback and any associated fees. You also acknowledge and agree that the Card Network’s decision relating to all aspects of a Chargeback are final and binding.
18. TAXES
You acknowledge and agree that any tax liabilities related to funds you receive connected to the Pay Services shall be your responsibility. You are also responsible for collecting, withholding, reporting and remitting correct taxes to the appropriate tax agencies connected to you or your Third-Party Service Providers. Neither us nor any Member are responsible for determining whether taxes apply to you and are not responsible for calculating, collecting, reporting or paying any taxes on your behalf in any way connected to the Pay Services, if any.
19. DATA PRIVACY AND SECURITY
In providing the Pay Services, we agree to comply with the PCI-DSS and the security of the Cardholder Data we possess, store, or transmit on your behalf, and you are required to do the same.
(a) Securing Cardholder Data. You acknowledge and agree that any and all Cardholder Data that you process, control or store (notwithstanding, any Cardholder Data which a third-party stores on your behalf) is done so safely and securely and in accordance with Applicable Laws, Card Network Rules and the PCI-DSS. You further agree any third party you engage to perform or assist you in performing such actions will also be held by you to comply with these requirements.
(b) Security and/or Data Breach Notifications. You must immediately notify us if you experience or suspect any security breach relating to your systems or to any Cardholder Data, regardless of whether you have complied with the other provisions of this Agreement or believe yourself to be in compliance with Applicable Laws, Card Network Rules, or PCI DSS. You acknowledge and agree to immediately identify and remedy the security breach and to keep us timely and sufficiently informed of the status of your resolution of such security and/or data breach.
(c) Privacy Notice. Our privacy notice, which may be amended from time to time, details our activities as either controllers or processors of personal data for you. For more detail, please refer to our Privacy Notice, which is published on our website at: https://www.gozego.com/privacy-notice/.
20. RECORDS, STATEMENTS, AUDIT RIGHTS
(a) Records. You are responsible for maintaining your own records with respect to the Pay Services and transactions processed for you and your Payers.
(b) Statements. Information related to the transactions we process will be provided to you in a merchant statement issued to you monthly. You acknowledge and agree to review each statement promptly upon receipt. Any objections or disputes regarding any unauthorized, erroneous or otherwise disputed charges reflected in a statement must be submitted to us in writing within ninety (90) days of the effective delivery date of the statement. Failure to provide timely written notice within this ninety (90) day period shall constitute your acceptance of the accuracy of the statement and any a waiver of any right to contest or dispute any transactions reflected therein. review the merchant statement and notify us within 90 days of receiving your merchant statement of any unauthorized or erroneously executed Payment Transactions reflected in your merchant statement.
(c) Audit rights. For us to maintain compliance with our Members, NACHA and the Card Networks, we are required to have the right to audit your systems, procedures, records and/or controls. Accordingly, you acknowledge and agree to allow us, or our authorized representatives, any Member, NACHA or the Card Networks, or any authorized representative of any of the foregoing to access your premises and audit you in connection to any matter related to the Agreement. The audit will be performed in a professional workmanlike manner as we deem appropriate and with due regard given to not interrupt your daily operations. You agree to cooperate with any audit request and to provide reliable, truthful and complete answers to any questions raised during an audit including, providing upon our request, access to and cooperation by your auditors on matters concerning any audit. We may retain all copies of records obtained during any audit. Any records generated or received under any audit shall be considered Confidential Information and be safeguarded by us, accordingly.
21. INDEMNITY
You agree to satisfy directly with the Payer, any claim or complaint arising in connection with a Payment Transaction, regardless of whether such claim or complaint is brought by the Payer, us or another party. You agree to indemnify defend and hold us, our Members and their respective parent companies, subsidiaries and Affiliates (including, without limitation, the respective officers, directors, employees, attorneys, shareholders, representatives and agents of all of the foregoing) harmless from and against any and all liabilities, judgments, arbitration awards, settlements, actions, suits, claims, demands, Losses, damages, costs (including, but not limited to, court costs and out of pocket costs and expenses), expenses of any and every type, litigation expenses, and attorneys’ fees, including, but not limited to, attorneys’ fees incurred in any and every type of suit, proceeding, or action, including but not limited to, bankruptcy proceedings, in connection with, by virtue of, or arising from, either directly or indirectly: (a) any Payment Transaction that does not conform to the requirements of your agreement with us, NACHA Rules, the Card Network Rules or Applicable Laws; (b) any Payment Transaction or an act or omission by you or any Payer; (c) your actual or alleged breach or default of or under any term, covenant, condition, representation, warranty, obligation, undertaking, promise or agreement contained (express or implied) within your Agreement or in any agreement (whether oral or written) with us or any Payer, any agreement with any Card Network, or in any other agreement with any Member or us, any breach or threatened breach by you of the Card Network Rules or any violation by you of Applicable Laws; (d) the rescission, cancellation or avoidance of any Payment Transaction, by operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or defense, including, without limitation claims brought by you with respect to your Agreement or a Payment Transaction, on which you are not the prevailing party; (f) damages, including, without limitation, those for death or injury caused by any good or service connected to a Payment Transaction; (g) for all web based, Internet or electronic commerce transactions including your insecure transmission of Payment Transaction Data and/or storage of Cardholder Data; or (h) any compromise of Card information or Cardholder Information resulting from, or for which any Card Network determines resulted from, your failure to abide by PCI-DSS. For purposes of your Agreement, including the foregoing indemnities, you are responsible and liable for the acts and omissions of your employees, agents and representatives (whether or not acting within the scope of their duties).
22. BANKRUPTCY. You will immediately notify us of any bankruptcy, receivership, insolvency or similar action or proceeding initiated by or against you. You will include us on the list and matrix of creditors as filed with the bankruptcy court and failure to do so will be cause for immediate termination or any other action available to us under the Card Network rules or Applicable Law. You acknowledge that this Agreement constitutes an executory contract to make a loan or extend other debt financing or financial accommodations to or for the benefit of you, and, as such, cannot be assumed or assigned in the event of your bankruptcy.
23. IRS REPORTING. In compliance with IRS regulations, we report payment processing volumes to the IRS. To comply with IRS reporting requirements, if you do not supply your legal name, SSN or EIN to us or if you provide us with inaccurate information, we may: (a) be required to file a form 1099-K with the U.S. Internal Revenue Service (IRS), and (b) on behalf of the IRS collect 28% federal backup withholding from you upon transaction settlement. To avoid potential backup withholdings or misdirection of your 1099K, you should notify us any time there is a change to your SSN, EIN, legal name, or business address, and ensure you respond to any request for verification and record update from us.
24. ACTION UPON TERMINATION. We are required to report you to the Card Networks if your Pay Services are terminated due to a reason listed in the Card Network rules. You agree to waive and hold us harmless for any claims you may raise as a result of such report.
25. RECURRING TRANSACTIONS. You may process recurring transactions if you obtain a written request from the Payer including a description of the goods and/or services to be charged to the Payer’s account, the frequency of the recurring charge and its duration. You must retain this information for 24 months after the expiration of such authorization. You must notify the Payer that he or she is able to withdraw consent for recurring billing charges at any time. The termination of the Pay Services with us constitutes immediate cancellation of the Payer’s consent for recurring billing charges. We have no obligation to notify you of such cancellation, nor shall we have any liability to you arising from any such cancellation. You will not complete any recurring transaction after receiving a cancellation notice from the Payer, notice from us to not complete a recurring transaction, or notification that the Card is not to be honored.
26. FUTURE DELIVERY. You may only charge a Payer for a service that has a future delivery date if the charges: represent a (a) deposit on a future booking for a short-term rental, or (b) deposit for a rental dwelling (provided that in doing so you are in compliance with Applicable Law). You agree to maintain the availability of the rental or unit promised to be secured by the deposit and disclose to the Payer a legally sufficient policy that sets forth in what cases any such deposits or portions thereof become non-refundable.
27. LIMITATION OF LIABILITY
(a) NEITHER ZEGO, ANY MEMBER, OR CARD NETWORK REFERRING OR PROVIDING SERVICES TO YOU SHALL BE LIABLE FOR FAILURE TO PROVIDE THE PAY SERVICES OR DELAY IN PROVIDING THE PAY SERVICES INCLUDING PROCESSING DELAYS OR OTHER NON-PERFORMANCE IF SUCH FAILURE IS DUE TO ANY CAUSE OR CONDITION BEYOND SUCH PARTY’S REASONABLE CONTROL. SUCH CAUSES OR CONDITIONS SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, ACTS OF GOD OR OF THE PUBLIC ENEMY, ACTS OF THE GOVERNMENT IN EITHER ITS SOVEREIGN OR CONTRACTUAL CAPACITY, FIRES, FLOODS, EPIDEMICS, QUARANTINE RESTRICTIONS, STRIKES, RIOTS, WAR, SHORTAGES OF LABOR OR MATERIALS, FREIGHT EMBARGOES, UNUSUALLY SEVERE WEATHER, BREAKDOWNS, OPERATIONAL FAILURES, ELECTRICAL POWER FAILURES, TELECOMMUNICATIONS FAILURES, EQUIPMENT FAILURES, UNAVOIDABLE DELAYS, THE ERRORS OR FAILURES OF THIRD-PARTY SYSTEMS, NON-PERFORMANCE OF VENDORS, SUPPLIERS, PROCESSORS OR TRANSMITTERS OF INFORMATION, OR OTHER SIMILAR CAUSES BEYOND SUCH PARTY’S CONTROL.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIABILITY OF ZEGO OR ANY MEMBER OR CARD NETWORK FOR ANY LOSS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF ANY MALFUNCTION OF THE EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE, THE UNAVAILABILITY OR MALFUNCTION OF THE SERVICES, PERSONAL INJURY, OR PROPERTY DAMAGE, SHALL, IN THE AGGREGATE, BE LIMITED TO ACTUAL, DIRECT, AND GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED ONE (1) MONTHS’ AVERAGE CHARGE PAID BY YOU HEREUNDER (EXCLUSIVE OF INTERCHANGE FEES, ASSESSMENTS, AND ANY OTHER FEES OR COSTS THAT ARE IMPOSED BY A THIRD PARTY IN CONNECTION WITH YOUR PAYMENT PROCESSING) FOR THE PAY SERVICES DURING THE PREVIOUS TWELVE (12) MONTHS OR SUCH LESSER NUMBER OF MONTHS AS SHALL HAVE ELAPSED SUBSEQUENT TO THE EFFECTIVE DATE OF THIS PAY SERVICES AGREEMENT. THIS SHALL BE THE EXTENT OF OUR, OUR AFFILIATES AND MEMBER’S TOTAL LIABILITY ARISING OUT OF OR RELATING IN ANY WAY TO THE PAY SERVICES AGREEMENT, INCLUDING ALLEGED ACTS OF NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE AND REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST ZEGO OR A MEMBER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDY.
(c) UNDER NO CIRCUMSTANCES SHALL ZEGO OR ANY MEMBER BE LIABLE FOR SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES AND BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, EVEN IF ZEGO OR A MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL ZEGO OR A MEMBER BE LIABLE FOR ANY SETTLEMENT AMOUNTS PERTAINING TO SWITCHED TRANSACTIONS; YOUR RECOURSE THEREFORE SHALL BE TO THE APPLICABLE CARD ISSUER. NO MEMBER SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY ACTION TAKEN BY THE MEMBER (OR THE RESULTS THEREOF) THAT IS AUTHORIZED BY THIS AGREEMENT.
(d) IT IS AGREED THAT IN NO EVENT WILL ZEGO OR ANY MEMBER BE LIABLE FOR ANY CLAIM, LOSS, BILLING ERROR, IMPOSITION OF ANY ALLEGEDLY IMPROPER FEE(S), DAMAGE, OR EXPENSE ARISING OUT OF OR RELATING IN ANY WAY TO THIS PAY SERVICES AGREEMENT WHICH IS NOT REPORTED IN WRITING TO ZEGO BY YOU WITHIN SIXTY (60) DAYS OF SUCH FAILURE TO PERFORM OR, IN THE EVENT OF A BILLING ERROR OR THE IMPOSITION OF ANY ALLEGEDLY IMPROPER FEE(S), WITHIN NINETY (90) DAYS OF THE DATE OF THE INVOICE OR APPLICABLE STATEMENT. YOU EXPRESSLY WAIVE ANY SUCH CLAIM THAT IS NOT BROUGHT WITHIN THE TIME PERIODS STATED HEREIN.
28. WARRANTIES AND REPRESENTATIONS
UNLESS EXPRESSLY STATED IN THIS AGREEMENT, ZEGO, ANY MEMBER, AND ANY CARD NETWORK DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, ANY AFFILIATE, SUBSIDIARY OR ANY OTHER INDIVIDUAL, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING THE QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE OF THE PAY SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT. SUCH DISCLAIMER INCLUDES BUT SHALL NOT BE LIMITED TO ANY AND ALL SERVICES PROVIDED TO YOU IN CONNECTION TO PAY SERVICES BY A THIRD PARTY. THE SERVICES ARE PROVIDED TO YOU “AS IS,” AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED BY ZEGO, ANY MEMBER, ALL CARD NETWORKS CONNECTED TO THIS AGREEMENT, OR ANY CONTRACTOR OF ANY OF THE FOREGOING, INCLUDING THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS IS A SERVICES AGREEMENT AND THUS EXCLUDED FROM THE PROVISIONS OF ARTICLE TWO OF THE UNIFORM COMMERCIAL CODE. ANY GOODS OR HARDWARE OBTAINED IN CONNECTION TO THE PAY SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE OBTAINED THROUGH A SEPARATE AGREEMENT AND, THUS, NOT GOVERNED UNDER THIS AGREEMENT. ANY RESPONSIBILITY FOR THE UNDERLYING TRANSACTION BETWEEN YOU AND YOUR PAYERS ARE FURTHER DISCLAIMED BY ZEGO, ANY MEMBER AND THE CARD NETWORKS. YOU AND YOU ALONE ARE RESPONSIBLE FOR ENSURING YOUR USE OF THE PAY SERVICES IS CONSISTENT WITH ANY AGREEMENTS YOU MAY HAVE ENTERED INTO WITH YOUR PAYERS.
29. CHANGING OUR PAY TERMS
We reserve the right, in our sole discretion and from time to time to amend these Pay Terms. While we may notify you in your client portal or via email of any such changes, you are bound by such changes and it is your sole responsibility to review and maintain familiarity with the Agreement and Applicable Laws, NACHA Rules and the Card Network Rules.
30. DISPUTE RESOLUTION – ARBITRATION AND CLASS ACTION WAIVER NOTE: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES.
(a) MANDATORY ARBITRATION: ANY DISPUTE OR CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS CARD SERVICES AGREEMENT OR THE RELATIONSHIPS WHICH RESULT FROM THIS CARD SERVICES AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT. ARBITRATION DOES NOT PROCEED BEFORE A JURY AND MAY INVOLVE MORE LIMITED DISCOVERY THAN A COURT PROCEEDING. ANY ARBITRATION UNDER THIS PAY SERVICES AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. The arbitrator’s award or decision will not affect issues or claims involved in any proceeding between Zego or a Member and any person or entity who is not a party to the arbitration. The arbitrator may award monetary, declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator’s award, if any, will not apply to any person or entity that is not a party to the arbitration. However, nothing in this section or this Agreement shall preclude any party from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief on your behalf. Further, notwithstanding the foregoing, nothing in this section or this Agreement prohibits a party from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief.
(b) The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions of this section. Arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) (www.jamsadr.com). For claims greater than $250,000, the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply (if no such rules are in effect, JAMS default arbitration rules shall apply). For claims equal to or less than $250,000, the JAMS Streamlined Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply (if no such rules are in effect, JAMS default arbitration rules shall apply). Unless the arbitrator(s) determine that justice or fairness require otherwise: (i) any arbitration will proceed in Atlanta, Georgia (although, for your or your or guarantor’s convenience (as applicable), any party or its counsel may participate telephonically); and (ii) the arbitrator(s) will oversee limited discovery, taking into account the amount in controversy and the parties’ desire to keep proceedings cost-effective and efficient.
(c) Any decision rendered in any arbitration proceeding shall be final and binding on each of the parties to the arbitration and judgment may be entered thereon in any court of competent jurisdiction. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to enforce any award or to comply with Applicable Law.
(e) If your total damage claims in an arbitration exceed $10,000, not including your attorney fees (“Large Arbitration Claim”), the arbitrator may award the prevailing party its reasonable attorneys’ fees and costs, or it may apportion attorneys’ fees and costs between you and us (such fees and costs being separate from Arbitration Costs). In a Large Arbitration Claim case, if you can demonstrate that the Arbitration Costs will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
(f) You hereby agree that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide (the “American Express Guide”).
(g) Choice of Forum: A court, not the arbitrator, will decide any questions regarding the validity, scope and/or enforceability of Section 30(a). Any litigated action (as opposed to an arbitration) regarding, relating to or involving the validity, scope and/or enforceability of Section 30(a), or otherwise, shall be brought in either the courts of the State of Georgia sitting in Fulton County or the United States District Court for the Northern District of Georgia, and you and your guarantor (if applicable) expressly agree to the exclusive jurisdiction of such courts. You and your guarantor (if applicable) hereby agree and consent to the personal jurisdiction and venue of such courts and expressly waive any objection that you or your guarantor might otherwise have to personal jurisdiction or venue in such courts.
(h) Class Action Waiver: YOU AND YOUR GUARANTOR (IF APPLICABLE) ACKNOWLEDGE AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS PAY SERVICES AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PARTIES. YOU AND YOUR GUARANTOR (IF APPLICABLE) FURTHER AGREE TO WAIVE, AND HEREBY WAIVE, THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS.
(i) Commencement of Proceedings: No arbitration, action, or proceeding, may be commenced, and no claim may be asserted or any relief sought, more than one (1) year after the claim or cause of action accrued.
31. OUR USE OF THIRD PARTIES
We may, in our sole discretion and at any time during the term of your Agreement, contract with or utilize other goods and service providers with respect to providing you with the Pay Services.
32. ASSIGNMENT AND SUB-CONTRACTING
You may not, in whole or in part, assign, novate, subcontract or transfer your rights and/or obligations under this Agreement without our prior written consent. We may, however, at any time and in any manner we deem necessary in our sole discretion and in compliance with Applicable Laws, NACHA Rules and the Card Network rules in effectively providing you the Pay Services; assign, subcontract or transfer any or all our rights and obligations under this Agreement.
33. AMERICAN EXPRESS TRANSACTIONS
For American Express transactions, you acknowledge and agree the American Express Operating Guide is hereby incorporated by reference into these Pay Terms and you will also comply with the terms of this section. In addition, you agree to comply with the terms of all other security and operational guides published by American Express from time to time, including the American Express Data Security Requirements. You hereby authorize us to submit American Express transactions to, and receive settlement from, American Express on your behalf. You must accept the American Express card as payment for goods and services (other than those goods and services prohibited under the American Express Guide) sold, or (if applicable) for charitable contributions made, at all of your establishments, except as expressly permitted by state statute. You are jointly and severally liable for the obligations of your establishments under this Agreement. For the avoidance of doubt, “Payer” as used in this Agreement shall include Card Members as defined in the American Express Guide.
(a) You hereby acknowledge and agree that (i) we may disclose American Express Transaction Data (which for purposes of this section shall have the same definition as “Transaction Data” in the American Express Guide), (ii) American Express may use such information to perform its responsibilities in connection with the American Express Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes.
(b) You hereby agree that, in the event that you become a High Charge Volume Sub-Merchant (as defined below), You will be converted from the American Express Program to a direct American Express Card acceptance relationship with American Express, and upon such conversion, You (i) will be bound by American Express’ then-current card acceptance agreement, and (ii) American Express will set pricing and other fees payable by you for American Express Card acceptance. “High Charge Volume Merchant” for purposes of this section means an American Express Program Merchant with either (i) greater than $1,000,000 in American Express charge volume in a rolling twelve (12) month period or (ii) greater than $100,000 in American Express charge volume in any three (3) consecutive months. For clarification, all American Express charges pursuant to the aforementioned shall be calculated in the aggregate, regardless of if they come from multiple locations or Payers. Thus, all American Express charge volume shall be summed to together when determining whether the thresholds above have been exceeded.
(c) You shall not assign to any third party any American Express-related payments due to it under this Agreement, and all indebtedness arising from American Express Charges (as defined below) will be for bona fide sales of goods and services (or both) at establishments (as defined below) and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that you may sell and assign future American Express transaction receivables through us, our affiliated entities and/or any other cash advance funding source that partners with us or its affiliated entities, without consent of American Express.
(d) In connection with acceptance of American Express transactions, you agree to comply with and be bound by the rules and regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including without limitation the PCI Data Security Standard). You hereby agree to report all actual or suspected Data Incidents (as such term is defined in the American Express Data Security Requirements) immediately to us and American Express immediately upon discovery thereof.
(e) You hereby agree that American Express shall have third party beneficiary rights, but not obligations, to enforce the parts of these Pay Terms as applicable and to the extent applicable to American Express processing. Your termination of American Express card acceptance shall have no direct or indirect effect on your rights to accept other card brands. To terminate American Express acceptance, you may contact our customer service.
(f) Without limiting any other rights provided herein, we shall have the right to immediately terminate acceptance of American Express cards upon request of American Express. You may not bill or attempt to collect from any American Express Card Member for any purchase made with American Express card unless a chargeback has been exercised, you have fully paid for such chargeback, and you otherwise have the right to do so. Any use of the American Express brand and marks shall be in strict accordance with the requirements set forth in the American Express Guide.
DEFINITIONS
“ACH” means Automated Clearing House.
“ACH Network” means the ACH payment system operated by NACHA and designed to electronically move money and related payment information between accounts at participating financial institutions.
“ACH Transaction(s)” means transactions processed on the ACH Network.
“Affiliate” with respect to a party means any other business entity, whether current or in the future, that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such party. One entity is deemed to control the other if it directly or indirectly (a) owns more than fifty percent (50%) of the equity of the other entity; (b) controls more than fifty percent (50%) of the voting rights of the other entity; or (c) has the ability to effectively direct the actions of the other entity, including through majority members of that entity’s Board of Directors (or similar body of personnel controlling the entity).
“American Express” means American Express Travel Related Services Company, Inc. or its successors or assigns.
“Applicable Law(s)” means the legal frameworks, rules, and regulations governing, or in connection to, the Pay Services.
“Card” means a financial instrument that allows Payers to purchase goods or services whether through debiting the funds paid from the Payer’s bank account or obligating the Payer to repay the funds at a later date.
“Cardholder” means the owner or authorized user of a Card.
“Cardholder Data” means a Cardholder’s full Card account number plus any of the following: Cardholder name, card expiration date and/or card service (security) code.
“Card Network” means any entity which administers and promotes Cards, including, without limitation, Visa, Mastercard, Discover, American Express, and other credit and debit card providers, Debit Networks, gift card, and other stored value and loyalty program providers.
“Card Network Rules” means the applicable bylaws, rules, bulletins, regulations, documentation and manuals promulgated or adopted by each of the Card Networks,
“Chargeback” means the refusal by an Issuer and/or applicable Card Network to accept, process and/or complete any Payment Transaction and/or the requirement by an Issuer or Card Network for repayment of a Payment Transaction. Chargeback may also include a Payment Transaction that has been executed to reverse a Chargeback if a Chargeback has been successfully invalidated.
“Confidential Information” means and includes all non-public information regarding you, us, Members or the Pay Services, as applicable, or any information that would reasonably be understood to be confidential, including this Agreement. Confidential Information does not include information which is or becomes publicly available by means other than a party’s breach of this Agreement; information developed independently (without the use of Confidential Information) by a party to this Agreement, or information obtained from a third-party that is not reasonably known to have underlying or implied confidentiality obligations related to such information.
“Discover” means the Discover credit card network.
“EIN” means Employee Identification Number.
“Expected Liabilities” means (in our reasonable determination) any liability that you owe or may owe to us or any of our Affiliates under the Agreement with respect to any liability (anticipated or otherwise) related in any way to a Payment Transaction, or otherwise under the Agreement.
“Fines” means any or all penalties, costs, expenses or charges due to any Regulatory Agency, a Card Network, NACHA or any other party whether communicated through or by us, rule, law, judicial order, or otherwise.
“IRS” means the United States Internal Revenue Service.
“Issuer” means an entity that issues payment instruments (including payment cards) and/or payment accounts to persons named or otherwise authorized to use the payment instrument and/or payment account.
“Losses” means all claims, demands, causes of action, debts, judgments, liabilities, costs, penalties, interest, taxes, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by an Indemnified Party arising out of, as a result of, related to, or in connection to this Agreement.
“Mastercard” means Mastercard International Incorporated or its successors or assigns.
“Member” means, collectively, a financial institution, or bank that is a member of a Card Network or Processor both of which are separately responsible for the routing and funding of Payment Transactions.
“NACHA Rules” means the rules, bylaws, amendments and any other requirement related to ACH Transactions by NACHA.
“Payer” meaning is set forth in the Agreement.
“Payment Network” means, collectively and separately as applicable, any Card Network(s) and/or NACHA.
“Pay Services” meaning is set forth in the Agreement.
“Pay Terms” means these terms and conditions as amended from time to time.
“Payment Transaction” means the sending, receiving or facilitation of data, funds and instructions carried out by us connected to the Pay Services.
“Payment Transaction Data” means key details of every payment, e.g. amount, time, payment method, location collected through and in order to provide the Pay Services.
“PCI-DSS” means the Payment Card Industry Data Security Standards as published by the PCI Security Standards Council (www.pcisecuritystandards.org) as amended from time to time.
“Processor” means WORLDPAY, LLC, 8500 Governors Hill Drive, Symmes Township, OH 45249-1384.
“Regulatory Agency” means any governmental or regulatory body, governmental department, agency, commission, board, tribunal having jurisdiction over any of the parties and/or their businesses or assets.
“Reserve Account” means the account in which means a portion of your funds or revenue held by us or a Member to manage risks from potential Losses, Expected Liabilities, Chargebacks, fraud, or other unforeseen liabilities are held.
“Restricted Transactions List” means the document titled the “Restricted Transactions List” attached as Exhibit A, and which sets out the list of Payment Transactions which we have identified either being prohibited or requiring our Processor’s consent (as amended from time to time).
“Settlement” means funds processed by us for you in connection to the Pay Services into the Settlement Account, or otherwise as applicable, from which fees, charges, assessments Fines, and other deductions are first subtracted directly from amounts payable to you before processed to your Settlement Account.
“Settlement Account” means the bank account opened and maintained by you during the term of the Agreement where we will settle to you the proceeds from Payment Transactions.
“SSN” means social security number.
Exhibit A – Restricted Transactions List
Sub-Merchants Requiring Pre-Approval
We may not solicit or sign agreements with merchants or sub-merchants (i) in any of the following categories/businesses, or (ii) engaging in any of the following activities unless pre-approved by Processor and applicable Members in their sole discretion:
- Age Restricted Products or Services
- Any sub-merchant where the anticipated % of International Card Sales is expected to be greater than 20% of total sales
- Auto Dealerships, new and used when accepting loan payments (loan payments on a Credit Card are prohibited)
- Bail Bond Services or Bankruptcy Lawyers
- Career Placement or Advice Center sub-merchants
- Consumer Financing
- Crowdfund. Entities that enable / accept payment for the funding of projects or ventures by raising many small amounts of money from a large number of consumers or businesses (this does not include donation based charity crowdfunding such as memorial/benefit accounts)
- Delayed Delivery Merchants where the good or service the merchant is providing the cardholder is not shipped, delivered or fulfilled when the card transaction is processed but is to occur at a future date
- Massage Parlors
- Online Personal Computer Technical Support (not Direct Marketed in nature)
- Personal Enhancement Products and/or Nutraceuticals where there is not any consumer present retail option
- Sexual Aids/Toys
- Shipping or Forwarding Brokers
- Solar Panel Companies
- Travel Agencies or Tour Operators except however those Agencies or Operators servicing Sanctioned locations (Cuba, Iran, North Korea, Sudan, Syria) are prohibited.
- Warranty Companies
Prohibited Sub-Merchants
We cannot solicit or sign agreements with merchants or sub-merchants (i) in any of the following categories/businesses, or (ii) engaging in any of the following activities as may be updated by our Processor in its sole discretion from time to time as they are prohibited by Processor and/or the Card Network Rules:
- Any product, service or activity that is deceptive, unfair, predatory or prohibited by one or more Card Networks
- Any Merchant selling goods or services that represent a violation of any law, statute or regulation
- Any Merchant operating outside the United States or Canada, as applicable
- Any Merchant or sub-merchant submitting sales for payment that resulted from another commercial entity providing goods or services to the cardholder, including those businesses that may otherwise qualify themselves as a Payment Facilitator
- Any Merchant selling products that infringe on the intellectual property rights of others, including counterfeit goods or any product or service that infringes on the copyright, trademark or trade secrets of any third party, such as many Cyberlockers
- Any Merchant accepting a card as payment for a dishonored check or for an item deemed uncollectible by another merchant
- Any Merchant that accepts a card at a scrip-dispensing terminal
- Adult entertainment and/or adult content websites including Electronic Commerce adult content (videotext) merchants that may include MCCs 5967, 7273 and 7841
- Airlines including Charter Airlines
- Bestiality
- Bidding Fee Auctions including Penny Auctions
- Brand or Reputational damaging, potential or otherwise, activities including Child Pornography, Escort Services, Mail Order Brides, Occult
- Business Payment Solution Providers (BPSP)
- Card-not-present (CNP) Tobacco, e-Cigarettes and “Vape” supplies and accessories
- Cluster merchants (including but not limited to gadgets, fitness and health equipment, household items, etc.) that share similar application details and characteristics including accounts controlled by a single entity, with templated/poorly designed websites, selling generic products where business legitimacy may be questionable and/or transaction laundering, card testing, card cashing, or other forms of fraud may be suspected.
- Collection Agencies
- Commodity Trading or Security Trading
- Consumer Bill Payment Service (CBPS) Providers
- Credit Counseling or Credit Repair Services
- Credit Protection or Identity Theft Protection Services
- Cruise Lines
- Cryptocurrencies (Bitcoin, Ethereum, etc.) and Cryptocurrency Exchanges
- Currency Exchanges or Dealers
- Cyberlockers
- Dating Services
- Debt/Tax Elimination, Debt/Tax Reduction or Debt Consulting Services
- Dealers in Precious Metals
- Digital Wallet or Prepaid Companies
- Direct Marketing: Continuity or Subscription services or merchants including MCC 5968 and 5969
- Direct Marketing-Travel Related Arrangement Services including MCC 5962
- Direct Marketing-Inbound Telemarketing including videotext services and MCC 5967
- Discount Buying Memberships/Clubs
- Discount Medical or Dental plans including Discount Insurance
- Discount Coupon Merchants or Online Sites
- Distressed Property Sales and/or Marketing
- Door to Door Sales
- Drug Paraphernalia
- Embassy/Foreign Consulates The official residence or offices of a foreign ambassador, the diplomatic representative, and their staff. Foreign Consulates act as branches of the Embassy (sanctioned countries are prohibited)
- Flash Title Transfer. Any entity that transfers or takes title/ownership from another entity momentarily before the goods or services are sold to the Cardholder. (Note: For e-commerce transactions, the merchant URL must reflect that of the merchant selling the goods or services and not the URL of another entity, unless the entity is a registered Marketplace or Payment Facilitator)
- Firearms and weapons including Ammunition, Silencers, Components and Suppressors
- Gambling Activities and Establishments including MCC 7995, lotteries, internet gaming, daily fantasy sports, contests, sweepstakes, “special incentives,” or offering of prizes as an inducement to purchase goods or services
- Game of Skill* Gaming where consumers pay a fee to enter, and the outcome of the game is determined by skill instead of chance
- High interest rate non-bank consumer lending with an APR >30% including, but not limited to, payday lending, Buy Here Pay Here (BHPH) auto loans, and title loans
- Infomercial merchants
- Internet/Mail Order Pharmacies or pharmacy referral sales
- Investment or “get rich quick” merchants, businesses or programs and inclusive of Security Brokers/Dealers
- Loan payments transacted on Credit Cards
- Marijuana dispensaries and related products or services that contain CBDs or provide access to CBDs including, but not limited to, Marijuana-Related Businesses (MRBs) and companies that are directly or indirectly involved in cannabis-related activities
- Marketplaces (MCC 5262, et alia)
- Money Transfer, Wire Transfers, Money Orders, Transmitters, and Check Cashing including merchants required to be registered as Money Service Business
- Mountaintop Removal Mining: Diversified mining companies, that are directly focused on coal extraction that utilizes mountaintop removal mining practices to extract more than a de minimis of their total annual tonnage
- Multi-Level Marketing Businesses
- Natural resource extraction in UNESCO World Heritage sites
- “Negative option” marketing, renewal, or continuity subscription practices; marketing activities involving low-dollar trails, “pay only for shipping,” and/or “free trial” periods after which a credit card is charged periodically and/or a significantly larger amount
- Non-Fungible Tokens (NFTs)
- Offshore Corporation Establishment Services
- Outbound Telemarketers and Telecom merchants within MCCs 4814, 4816, and 5966
- Pawn Shops
- Payment Facilitators
- Private Prisons and Immigration Facilities
- Prepaid Phone Cards
- Prepaid Phone Services
- Pseudo Pharmaceuticals
- Psychics and “occult” businesses
- Quasi-Cash or Stored Value
- Real Estate Flipping
- Rebate-Based Businesses
- Sanctioned Countries, Regions, or Parties Businesses having any addresses or beneficial owners/control persons within: Cuba, Iran, North Korea, Syria as well as the Crimea, Donetsk, and Luhansk regions (Ukraine/Russia). Transactions related to Cuba, Iran, North Korea, Syria, and the Crimea region (Ukraine/Russia), directly or indirectly
- Sale of Mobile Minutes
- Security Brokers/Dealers (MCC 6211)
- Selling or Sales of Social Media Activity
- Sports Forecasting or Odds Making
- Staged Digital Wallets
- Software Resellers
- Substances designed to mimic illegal drugs (ex. Kratom, Kava, etc.)
- Telehealth/Telemedicine
- Timeshares, including resales and related marketing
- Tribal Entities (i.e.,: American Indian Tribes)
- Up-Selling Merchants
- Virtual Assets: Transacting virtual assets or credits that can be monetized, re-sold, or converted to physical or digital goods or services or otherwise exit the virtual world