Legal

CASH® is best for merchants - it's your transaction data.	Scan Terminal 200 by CASH®	Visa	PayPal
Gift & Loyalty Card Pays	Instant* to 1 day. lowest cost	1 to 2 days, fess equal or exceed credit cards	2 to 7 days, fees exceed credit cards
Process & scan Apple Passbook passes? // comments / app names	Yes // more than 20 merchant content types /iCard, Apple Passbook, Android PassWallet etc.	No // No Passbook Pass Pays available; Gift Cards discontinued / Square Wallet	No // No Passbook Pass Pays available; Loyalty cards; Gift Cards dis-continued / PayPal
Your direct-to-user offers	Yes, more than 20 types	2	4, complex
Cost	18 of above 20 Free	All have fees	Several fees each
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Terms of Service

CASH Worldwide Terms of Service 
last updated August 1, 2014
PLEASE READ CAREFULLY THESE TERMS OF SERVICE (“TERMS” or “AGREEMENT”).  BY ACCESSING OR USING OUR WEB SITES, SOFTWARE OR APPS, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, OR ARE COMPETITIVE WITH CASH, DO NOT USE THE SITES, APPS, OR OUR SERVICES.  THIS AGREEMENT IS SUBJECT TO THE TEXAS ARBITRATION ACT.
This Agreement is a legal agreement between you (“you”, “your”) and CASH Worldwide (“CASH®”, “CASH”, “we”, “us”, “our”) controlling and governing your use of our applications, software, mobile apps, Sites (web sites), transaction processing services, products, services, hardware, and other products and services, altogether the “Services” or “Products.”  
CASH is different in four ways:  we are owned by our Members, and can be by many of you*; your personal information is not sold to others, resold to you, or used to promote you - rather you determine what you want to see and what you are interested in; we’ve a high rate of new product introductions; and we believe in general we’re the low cost provider for the Services.
As used herein, you may be and register as a consumer User or Member User (both a “Buyer”), or a Member ATMerchant (“ATMerchant”) or Member Merchant (both a “Seller”), or both a Buyer and a Seller if so registered and accepted by CASH.  With specific additional registration, Buyers may hold SuperAccounts™ for family members and financial responsibility purposes.
WHAT WE DO.  CASH Worldwide (“CASH”) is a direct merchant to consumer offer, discount, sale, coupon, event and promotion platform that in certain jurisdictions, locations and instances may offer gift, loyalty, stored-value and prepaid cards issued by our merchants, CASH or third parties such as Visa; may offer ACH and similar products via named banks and financial institutions; and may offer asset cryptocurrency accounts, gift, stored-value, prepaid, loyalty, and reward cards.  Such offerings are void where taxed, further regulated, restricted or prohibited by law. CASH provides commercial and accounting support services, gift and similar card aggregation, exchange, buying and selling, and other communication and advertising services to merchants and sellers worldwide.
We are not a bank.  We do not provide banking services as defined by the Federal Reserve, the US Dept. of Treasury, the European Central Bank (ECB), the Bank of Canada, Banco de Mexico, the Reserve Bank of India (RBI), the IMF, or by the World Bank. User CASH Accounts and balances are assets on our balance sheet.  We do not provide loans or credit.
CASH is an automated platform licensed from Federal Indemnity Capital Corp. that with the CASH implementation strives to reduce merchant costs and to essentially eliminate most consumer User costs.  Our dynamic gift, loyalty, reward, stored-value, and prepaid cards along with source dynamic allocation, associated with CASH Account and balance amounts, and direct merchant-consumer processes are important cost control factors that benefit both merchants and consumers. Formerly we were known as Indemnity Capital Corp.
WHY WE DO IT.  Our mission is to streamline the direct merchant to consumer relationship, and to deliver highly efficient, low cost financial services. We desire to promote privacy and consumer control over their personal information, free consumer services and products, services for those that cannot afford more expensive alternatives, easy to use methods that promote financial responsibility and parental control (our SuperAccounts™), to aggregate, to account for or to simplify merchant seller data that is collected at the time of sale, and to reduce the cost and make more efficient merchant - consumer transactions and relationships. 
DEFINITIONS:
“CASH” means, CASH, CASH Worldwide, our vendors, processors, licensors or their respective affiliates, agents, employees or directors, and other entities specifically defined herein.
“Buyer” or “User” or “Member User” means any person that 1) pays with a gift, loyalty, reward, stored-value, prepaid or similar card, or presents it to a Seller for a transaction, or 2) who signs up with CASH as a User.
“Seller”, “Member Merchant”, “Merchant”, or “ATMerchant” means any person that signs up for a CASH Account or balance, or 2) who signs up with CASH or at our Site as a merchant, or 3) accepts value, assets or payments using the Service or CASH platform. 
“Dispute” means any controversy, disagreement, claim, or dispute, regardless of its basis in contract, equity, tort, statute, or any other legal theory, between you and CASH including but not limited to claim of any matter relative to the subject of, or this, Agreement including interpretation, breach, applicable law, use of the Services, termination, CASH advertising, or anything about our relationship with you.  You agree “Dispute” also includes any claims after termination of, or that had basis or arose before, this Agreement. 
“Crypto-currency” means an asset in general, and more specifically an asset that a Buyer or Seller may hold that may be part of a CASH Account or balance or not, that may or may not be used in CASH or as dynamic allocation.  It has been been determined to be an asset by the US Department of Treasury, the Texas Banking Commission, informally by the Federal Reserve, and also determined to be or its use as an asset by many central banks and financial institutions worldwide, to the best of our knowledge.  Sometimes referred to or related to “Cipher-balance™”, “Cipher-account™”, or “Crypto-balance™.”
Our such use in CASH is built upon distributed, open source, internet protocol, consensus ledger(s) (and our GGG, or good gold gram basis) that we and many others support as a secure, instant and nearly free financial service with no chargebacks - as we say, “CASH.”  Multiple types can be used (bitcoin, ripple, litecoin, etc.) as can other assets, or even Passbook® (an Apple trademark) passes, BIGdeals®, GPSdeals®, Qpon$® (all CASH® trademarks); gift, loyalty, reward, stored-value, prepaid, frequent flyer miles, mobile minutes and other values.  A shared, public ledger (database) is used, storing amounts, balances, values, offers to buy and sell assets, as a distributed exchange.  Participants using consensus agree to ledger updates within several seconds.  There is no central clearinghouse, resulting in a stable, hardened, fast, secure and robust method..  There is no “mining” as in basic bitcoins. 
1. We reserve the right to change or modify the terms and conditions contained in these Terms or any policy or guideline of the Sites, at any time and in CASH’s sole discretion. We will provide notice of these changes by posting the revised Terms to the Site(s) and changing the “Last Revised” date at the top of the Terms, or by providing other means of notice as we will determine each time in its sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Site(s), and will apply to your subsequent use of the Sites. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of our Sites will confirm your acceptance of such changes or modifications; therefore, you should review the Terms and applicable policies whenever you use the Site to understand the terms that apply to such use. The most current version of the Terms can be reviewed by clicking on the “Legal” hypertext link located at the bottom of our web pages. If you do not agree to the Terms in effect when you access or use our Sites, you must stop using the Sites.
2. SECURITY.  You are solely responsible for your security questions, user and sign in names and passwords, PINs, remote “wipe clean” and “find” functions for your mobile devices, and similar private data and processes.   We have implemented security measures for your information, data, and personal information to aid protection from unauthorized use, alteration, access or disclosure.   You agree that you have provided personal information, and will use the Services, at your own risk.  The use of passwords or PINs created by you in using the Service does not create a right of privacy for you. Passwords and PINs are designed to minimize unauthorized access.  You expressly agree to keep at all times your password or PIN, created to access the Service, strictly confidential. Passwords and PINs should be memorized and not shared with anyone at any time for any reason. If your password or PIN is accidentally revealed, you can generate a new password or PIN at any time.  You may print a copy of the information contained on our Sites for your personal use only; you may not reproduce or distribute the text or graphics to others or substantially copy the information on your storage, or link to our Sites, without prior written permission from us.
3. DISPUTES & AD HOC ADMINISTRATIVE COMMITTEES.  Since CASH Worldwide is a fully automated platform (approximately 3.4 million lines of code at the time of introduction in 2014), disputes between Buyers and Sellers, and between CASH and Buyers or Sellers, if any, are settled first 1) by our online policies and Algorithm Determination (with at times other assisting logic or experienced CASH personnel).  In the event such Algorithm Determination is further contested, 2) by Ad Hoc committee where each party shall post a cash deposit, or surety bond acceptable to CASH, each for the transaction amount (as determined by CASH) in dispute.  An Ad Hoc committee, that with best efforts CASH will select on a random basis, consisting of two Member Merchants and one Member User, will be asked to study the facts as presented by the parties and by CASH records.  Their decision results in the deposit(s) and bond(s) to be disbursed to the parties.  In the event after such disbursement a party continues the dispute, 3) by the Texas Arbitration Act process.  You agree the provisions and venue in this paragraph and Agreement are necessary and appropriate for your purposes, and for the mutual purpose to minimize cost, effort and time.  You agree to support and promptly execute the intent of these provisions.
SELLER & BUYER ADDITIONAL TERMS AND PROVISIONS.  
4. REGISTRATION, INFORMATION.  We have an absolute and strict Know Your Customer policy.  Registration will ask you in cycles for personal and other information.  We reserve the right at all times to suspend, hold, reconcile, adjust at our sole discretion, or terminate the CASH balance or Account of anyone or entity that provides directly or indirectly untrue, dishonest, inaccurate or incomplete information or who does not comply with all registration requirements.
To use our Services you must open a CASH “balance” or “Account”. You must provide accurate and complete information in response to our questions and requirements. You must complete this registration and other processes to access any values, funds or assets that you use or accept through the Services. It is your duty to, and you must, keep such information provided to us up-to-date and correct.  If you request to open a CASH balance or Account, we may request additional or updated information at any time, and if you are a Seller may include government ID, business license, vendor invoices and other business or personal documentation.  You grant us the right to verify or validate all information, direct or indirect.  As is industry practice, we may ask for permission to inspect your business location and operation; if you refuse these requests or requirements your CASH Account or balance may be terminated, placed on hold, or suspended. 
As a Seller you must provide during Registration and Sign up a descriptive name for your business that will appear on custom and Buyer statements, records and history.
You must download and use all software, Site and mobile app updates and revisions (that among other things enables the Services to operate) when released to continue to use the Services.  
5. RESTRICTED, UNAUTHORIZED, PROHIBITED OR ILLEGAL USE.  Services and Products are only offered pursuant to, and you many only use them to the extent that you obey, all laws, rules, and regulations applicable to your use.  If we believe or suspect or deem a transaction or event is in violation or conflict with a CASH agreement or policy, or exposes you, others; our banks, partners, members; or us harm or damage, we may not process a transaction.  Fraud and other criminal or untruthful acts are harm.  With evidence or reasonable suspicion your CASH Account or balance has been or will be used for any such restricted, unauthorized, prohibited, criminal or illegal use or purpose, you herewith give us express authorization to share information about you, your CASH Account and balance, and any transactions and events with law enforcement.
6. ASSET AND OTHER ACCOUNTS & BALANCES.  CASH intends to account for assets on your behalf and you give your express permission and authorization for us and our partners to do so; some of which may by asset crypto-currencies that make up all or part of CASH Accounts or balances, and may be mixed and matched in transactions including but not limited gift, loyalty, reward, stored value, prepaid and similar card accounts, transactions and balances. 
7. YOUR AUTHORIZATION. Until your CASH Account or balance is closed or terminated, your authorizations will remain in full force and effect.  You authorize us to hold, receive, and disburse assets, asset crypto-currencies, values, assets and funds on your behalf. Your authorization permits us to generate a paper draft, an electronic funds transfer, or other funds or asset transfer to process each transaction or asset transaction you authorize.
8. ALLOWED HARDWARE, MOBILE DEVICES & CARRIERS. Services are allowed only on CASH allowed and compatible carriers and devices that use the operating system and configuration according to the manufacturer software, hardware, firmware and use guidelines, and that are not “jailbroken” or “hacked” or modified. The Services may be subject to your carrier or device manufacturer agreements.  We do not warrant that your device or carrier is or will be compatible with the Services.  You agree and acknowledge that use of a modified or incompatible device with our Service is prohibited and is a material breach of this Agreement; we may terminate, suspend or hold your CASH Account or balance in such event.
You agree to pay directly all taxes associated with the Services including but not sales tax, and to pay directly all carrier and related costs, including text messages.
9. TAXES, YOUR RESPONSIBILITY.  You are solely responsible for reporting and paying (remitting) all taxes (“Taxes” or “Tax”) associated with your use of the Services, notwithstanding any other agreement or understanding you may have.  We specifically disclaim any liability for Taxes.  You are responsible for determining any and all taxes incurred, due, assessed or required to be collected, paid, or withheld for any reason in connection to your use of our software and services.  We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. 
10. YOUR CASH ACCOUNT OR BALANCE when created by you during registration, is your confirmation and warranty to us that you are a citizen or legal resident, or a business legally authorized to conduct business in the state, province or jurisdiction, of the country named in your registration address.  You may not import or export Services directly or indirectly unless specifically allowed by US and any applicable foreign law, and by us.  You acknowledge that the Services may be subject to US law restrictions including US Export Administration regulations, 15 C.F.R. Chapter VII that in part relates to exporting certain controlled software to certain restricted countries, not in the best interests of the US.
PROHIBITIONS.  You confirm and warrant that, as may be consistent with industry best practices, your use of the Services as a Seller or Buyer will not include, transact, be party to, or be associated with:  any illegal, unethical, dishonest or restricted activity; credit repair, counseling, protection, or identity theft related services; infomercials; international or phone order pharmacies and pharmaceuticals with no face to face physician visit; high-risk or high collection risk products and services, including telemarketing sales; unauthorized multi-level marketing businesses or schemes; inbound or outbound telemarketers; adult entertainment oriented products or services (in any medium or by any channel, including internet, network, telephone, or printed material); escort or sex worker services; sales or rental of firearms, firearm parts or hardware, and ammunition, or weapons and other devices designed to cause physical injury; hate or harmful products; internet or mail order or telephone order cigarette or tobacco sales; drug paraphernalia; occult materials; bankruptcy attorneys or collection agencies engaged in the collection of debt; financial products or services including but not limited to: prepaid phone cards or phone services, rebate based businesses, up-sell merchants, bill payment services; betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races; manual or automated cash disbursements; prepaid cards, checks, or other financial merchandise or services; sales of money-orders or foreign currency; wire transfer money orders. 
As a Seller all Services transactions for or related to the following are subject to full recourse in the event of a Buyer claim or dispute, and are subject to a Class 1 additional Seller Fee and additional Buyer Fee:  service station merchants, automated fuel dispensers, direct marketing or subscription offers or services, and Seller in the US who fails to use EMV after October 1, 2015, attorneys other than bankruptcy and collection attorneys.
You are not required to maintain a minimum CASH Account or balance. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. Your CASH balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more FDIC-insured banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account” that may be reflected in your app View Bank screen). US dollar balances held in the pooled account are eligible for FDIC pass-through insurance, meaning that your CASH balance may be insured up to the FDIC maximum, which is currently $250,000. We have sole discretion over the establishment and maintenance of any pooled account.  Associated funds will at all times be held separate from our corporate funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your CASH balance in a pooled account, or Reserve (described herein).
12.  DORMANT ACCOUNTS.  If your CASH Account or balance, or other account with us, is dormant for more than two years including your access or transactions, we will, and are typically required by law to, notify you by sending an email to the email address in our records.  If you do not respond within sixty (60) day, we are required to close your CASH Account or balance and escheat your funds in accordance with applicable law, and if permitted, to us.
13. OUR PROCESSING ERRORS & OMISSIONS.  We have errors and omissions from time to time. If you received an amount less than you were entitled, we will increase your CASH Account or balance; if you received an amount more than you were entitled, we decrease and pay over to us or others the amount.  We attempt to correct errors and omissions when we discovered.  If you fail to notify us by email and writing within thirty (30) days of a processing error within thirty days of when it first appears on your electronic transaction history, it is deemed that you waive all rights to errors and omissions correction and to any amount owed to you.
14. OUR e-SIGN POLICY AUTHORIZATION.  You confirm you have read, understood, and accepted our e-SigN Policy and so authorize us.  You agree we can issue disclosures, notices required by law, other alerts and notices, and information about CASH or your CASH Account or balance to you by posting it on our web Site, in-app (Terminal, iCard and similar mobile apps) or mailing it to the email address you provided during registration, or by text message. You agree such notices within one day of posting or transmission have the same meaning and effect as if you had received paper versions.  You may request rescission of your e-Sign Policy authorization by contacting our CASH LiveCenter Support, who if they cannot accommodate your request you may need to terminate the Services and close your CASH Account or balance.
15. TERMINATION.  At any time you may terminate this Agreement and other agreements with us by closing your CASH Account or balance; a pending investigation may result in your funds or assets held until a determination or adjudication.  Termination does not relieve you of any obligation or liability to us that may exist.
If your CASH Account or balance is terminated for any reason whatsoever, or no reason, you agree you remain bound by the terms of this Agreement, you will instantly and immediately stop using the Services, you agree that CASH and it’s parent, affiliates, subsidiaries, and agents shall not be liable to you or to any third party for termination or suspension of access to the Services or for deletion of your information or account data, and you agree that any License for the Services and right to use CASH services or products shall terminate and cease. 
We may suspend or terminate this Agreement at any time for any reason or no reason.  Excessive Buyer or transaction disputes, fraud, unauthorized transactions, or an unacceptable fraud, credit, or business risk to us or to our partners, processors, vendors, affiliates, agents, subsidiaries or parent, are some reasons.
You specifically agree and acknowledge that under no circumstance shall we be liable to you for payment, setoff, damages, compensation, or claim by you regarding the Services, or regarding any termination or suspension of the Services or this Agreement.
By accessing or using the Service or our Site, you represent and warrant that you have not previously been suspended, terminated or removed from the Site or from use of the Services. You represent and warrant that you are not: 1) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; 2) identified as a “Specially Designated National”, or 3) placed on the US Commerce Department’s Denied Persons List. You further represent and warrant that you will not use the Services or the Site if the laws of your country prohibit you from doing so in accordance with these Terms.
In addition to these Terms, CASH policy applies to you.
16. COPYRIGHT COMPLAINTS.  Report copyright infringement on our Sites that you own or control by filing a notification with our Designated Agent below:
Katherine Trupia
CASH Worldwide
POB 204150
13749 Research Blvd.
Austin, TX 78720-4150
512 535-7301 or 512 338-1000, fax: 512 231-9052
Kassie@CASHWw.com or Kassie.Trupia@gmail.com 
See 17 U.S.C. §512(c)(3) for the requirements of a proper notification.  Note if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Consumer User & Member User (Buyer) Terms, Additional
17. You may terminate this Agreement at any time ceasing to use the Services and closing your CASH Account or balance.
Illegal use is prohibited; you may use our Services and CASH only if you obey all rules, laws and regulations that concern your such use or activity.  We may terminate this Agreement and close your Buyer CASH Account or balance for any reason or no reason at any time, without notice and without incurring any liability to you whatsoever. 
Loyalty, reward and gift programs, prices, offers, discounts, merchant and Seller goods, products and services are offered only by our ATMerchants and Member Merchants, not CASH; they not CASH are solely responsible for their pricing, content, administration, operation and business practices, all of which may have different terms, conditions and value.  Loyalty programs and Rewards associated with Loyalty programs have no cash value, any Seller, ATMerchant or Member Merchant may discontinue their programs at any time without notice.  Your card (gift, loyalty, reward, stored-value, prepaid) issuer is solely responsible for card customer service.  CASH did not and does not sell the goods, products or services to you the Buyer; CASH is not responsible or liable for order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with a Seller’s or Member Merchant’s personnel, policies, or process.
We may at any time for any or no reason, without notice, require your CASH Account or balance be sufficient for any of your transactions, or an amount average thereof, or possible pending, upcoming or indicated transactions or average thereof. 
Customer Service, other than that provided by our Sellers and Member Merchants, is limited to on-line, and some in-app, support.  Our LiveCenter support is for Member Merchants and Member Users, since CASH is automated and we wish to keep our consumer products and services free or almost free.
In many cases, CASH does not support partial refunds.
Seller prices are set by the Seller who is solely responsible for them. In no event is CASH responsible for or does CASH set Seller prices.
Since we are fully automated and this efficiency results in free or almost free services to you, support is only via our automated systems at our Sites.  Member Merchants and Member Users may have access to our LiveCenter services.  We sincerely appreciate your support of our automated services that we endeavor to continuously improve.  You acknowledge that you provide your personal information at your own risk. We do not guarantee that unauthorized third parties will never be able to defeat our extensive security measures or use your personal information for improper purposes. 
Privacy, honesty, trust, transparency and disclosure are very important to us, key to our long term missions.  Please see Privacy at our Site.

Member Merchant & ATMerchant (Seller) Terms, Additional
18. LIMITED USE.  Our Services, Products, provided hardware, and hardware are for your use.  You may not act as a hardware reseller, trader or intermediary, and you may not act as a gift card, loyalty card, stored-value card, prepaid card, or payment intermediary, trader, broker, reseller, aggregator, service, or otherwise resell or profit from the Services on behalf or for any third party.  You may not handle value, cards, or funds for a third party.  You may not use our Service to provide cash advances, or to “cash out” value.  You may not use the Service to invoice or bill yourself, or for any other use, purpose or manner for which the Service features are not intended by CASH.
19. PRIVACY OF OTHERS. You may learn about or receive information about Buyers or others by use of the Services.  It is your duty to, and you must, keep such information confidential and use it only for the Services; you may not use such information for marketing or promotional purposes or disclose or distribute it, unless you receive permission from the Buyer, or from others who are the subject of such information.  
20. CUSTOMER SERVICE & REFUNDS.  You are solely responsible for your customer and Buyer satisfaction, and for customer service matters relating to your goods and services, prices, order cancellation by you or the Buyer, fulfillment, technical and other support, returns, refunds, rebates, rewards, adjustments, functionality, fit for use, warranty, products or goods or services representations, customer experiences and comments or discussions, your personnel, policies and business practices.  We are only and solely providing the Services to the extent of debits, credits, increases, decreases, limited tracking, and accounting for Adds, Pays, and Transfers by the Services.
You can process a refund through your sufficient CASH Account or balance up to thirty (30) days from the day of the transaction; if insufficient we may withdraw with or without request amounts from your bank account or funding sources, and subsequently credit back to your Buyer their full amount. CASH has no obligation to accept or process your returns, refunds or adjustments. 
By using the Services or by registration you agree to process Chargebacks and returns of, and provide refunds and adjustments for, your goods or services through your CASH Account or balance in accordance with this Agreement that takes precedence, and with Network Rules.  Network Rules require that you will 1) maintain a written, fair return, cancellation or adjustment policy; 2) disclose your return or cancellation policy to Buyers in writing at the time of purchase (this may be done in a CASH mobile app), 3) not give cash refunds to a Buyer unless a cash (currency) sale or required by law, and 4) not accept cash or any other value for preparing a sale refund. The amount of the refund or adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data (receipt) except by the exact amount required to reimburse the Buyer for postage that the Buyer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (the sales or transaction price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise, which in most cases is best business practice.  If your refund policy prohibits returns or is unsatisfactory to the Buyer, you may still receive a Chargeback or incurr liability relating to such sales.
21. RECEIPTS.  You agree your Buyers and customers will sign for and you will match faceshots (photos) for all transactions greater than $25.  You must offer a written receipt for any transaction over $15; a CASH screen, text message, or email receipt is not in lieu of this obligation. You agree that not all payments to and transactions with a “non-profit” 501(c)(3) organization are classified as a tax deductible to the extent allowed by law, and if you are a non-profit organization you assume all tax and tax treatment liability whatsoever.  When Buyers and your customers who are present, sign the Terminal or CASH signature screen, and we capture full transaction details, you benefit from our rules and Network rules for gift, loyalty, reward, stored-value and prepaid transactions.  
22.  OUR FEES.  You agree to pay without deduction or setoff the fees in our Fee Schedule and Product and Services List (“Fees” or “Fee”) for the use of the Services.  We have the right to change Fees with thirty (30) days notice as evidenced by the dates on this Agreement and the above Fee documents; to continue using the Services you must agree to any Fee change.  To not accept such Fee changes you must stop using the Services and close your CASH Account or balance.  Balances, Fees, payments, charges, collections and transactions paid through the Services are in US dollars (USD), asset and foreign currency exchange costs are referenced in our Fee Schedule.
In summary, our current standard fee for all types of gift and similar cards, and virtual cards is 2.19% with the Buyer and card present, signature, PIN, and Member Merchant faceshot confirmation; or approximately 3.9% (varies by card type, and history) Buyer or card not present.  In addition, you the Seller pay $2 per month and a Withdrawal fee of 1.95% at two days, 1% two weeks, and 0.5% two months or more, for transaction funds that make up your average daily CASH Account or balance.  These rates including the 2.19% blanket rate applies in North America, the EU, India and some other countries.  
23. “GAMING” PROHIBITED.  You may not carry with you or use another or similar mobile app or hardware, and you agree not to “game” our CASH platform in any way, including attempts at concurrent, alternating or competing card transactions.  “Gaming” use also prohibited includes the use of CASH for high-risk or high collection risk products and services, and for betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races.
24. ACCEPTANCE & UNDERWRITING.  You authorize us to request now and in the future identity, background, and credit information including consumer reports that contain your name, address and personal information.  After registration and you submit request to sign up for Services, our partners, processors, acquiring bank(s), and we may decide you will not be allowed to join and use the Services; you agree that we may share your information and request information with these entities, and we may request and obtain information concerning you from any entity or anybody.  This includes our sharing to create and update their and our customer records about you and to assist them in better serving you, sharing information about your transactions for regulatory or compliance purposes, for use in connection with the management and maintenance of the Service, and to conduct risk management processes and algorithms. You agree that we are permitted to share information about you, you CASH Account or balance, your application and if accepted or declined, your business with your bank, financial institution or funding source(s).
Our merchant and customer logo screens at our Sites and in our mobile apps, for the most part denote businesses or entities for which we have waived some or most Member Merchant or ATMerchant background, investigation or evaluation requirements for Registration with CASH. A large number of these are our present or past clients and customers.  However, where franchise chains or licensed brands are denoted by these logos, individual location ownership and control will affect our acceptance and underwriting process and decisions. 
25. VALUE & BALANCE SHARING AMONG MEMBER MERCHANTS & ATMERCHANTS. You agree to share Single Value Gift Card and Multiple Value Gift Card Values, certain other Seller-created Values, certain User assets a part of the Services, and certain User CASH balances between other ATMerchants or Member Merchants.  You grant us sole and exclusive authority to account for and administer our CASH cards for you according to our policies and procedures.  The common purpose is to make the shopping and buyer experience more enjoyable and easy for the User.
26. YOUR CONTENT.  Member Merchant or Seller Content (“Member Merchant Content” or “Content” or “Seller Content”) includes but is not limited to Member Merchant offers constructed at or uploaded to our Sites, loyalty or reward programs, coupons, discounts and similar items, offers and materials, that are solely defined by the Seller who you agree controls and defines all such Content.  You are permitted and encouraged to offer loyalty and reward programs including Seller Content to your Buyers. If you offer such programs, you but not CASH are responsible for ensuring that your program and any associated rewards are compliant with all applicable federal and state laws and regulations, including laws governing prepaid cards and special offers such as rebates and coupons. You agree to make available to your Buyers, and to CASH if requested by us, any terms and conditions applicable to your such programs.  You the Seller may be able to upload or provide many types of content including coupons, photos, offers, logos, daily deals, service descriptions and products, reward or loyalty programs, events, promotions, sales advertisements and other information, data or items. You represent and confirm you have verifiable permission from the content owner to do so or have created or purchased the content yourself.
You grant us and our subsidiaries, agents, affiliates, parent, and successors a non-exclusive, worldwide, royalty-free, fully-paid, transferable, sub-licensable and perpetual except as described in this Agreement, right to publish, copy, use, reproduce, modify, adapt, disseminate, and prepare derivative works of, distribute, publicly perform, and publicly display your Seller Content throughout the world in any way and in any media in order to provide and promote our business, our brands and our Service. You may modify or remove your Seller Content via your CASH Account or balance, or by terminating your CASH Account or balance. You retain all rights in your Seller Content, subject to the rights granted to us in this Agreement. 
You agree not to upload or provide Seller Content or otherwise post, transmit, distribute, or disseminate through the Services any material that is or contains corrupted data, executable code or scripts, is malicious or flaky, or any other harmful, disruptive, or destructive files; is false, misleading, materially incomplete, a fraud, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; promulgates, advertises or promotes services or products competitive or that could be competitive with our, or our partners’ or affiliates, products or services, as determined by CASH in our sole discretion; encourages conduct that is or would be considered a criminal offense or that does or would result in liability; breaches any duty to or rights of any person or entity, including but not limited to rights of copyright, patent, privacy, publicity or trademark; or in CASH’s sole judgment, is objectionable, offensive, restricts or inhibits any person or entity from using or enjoying any portion of the Services or CASH products or services, or which may expose us, our Buyers or Users or Member Users, our affiliates, or our customers to harm or liability of any nature.  
You agree not to infringe on the trademarks and copyrights of others.  If you do, and do not correct the error promptly, we may suspend or terminate you. 
By using the Services, you agree you may be exposed to Seller Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Seller Content, including any loss or damage to any of your Seller Content.  We do not agree to, and have no obligation to, edit, review, screen, or monitor any Seller Content.  However, you agree we reserve the right, and have absolute authority and discretion, to remove, disable, delete, screen, modify and edit any Seller Content at any time and for any reason without notice. 
27. ACCESS AND RIGHT TO CASH ACCOUNT AND BALANCE FUNDS.  Subject to the Withdrawal, payout and CASH balance increase provisions in this Agreement and other written agreements you may have with us, we will increase your CASH balance by the amount of transaction funds received by us less our Fees, to your verified and validated Withdrawal bank account.  We fund or increase a CASH balance when a transaction is deemed by us complete.  In the event you bank account information is incorrect, we may de-link it from your CASH Account or balance.  It is your obligation to i) request a physical check that is subject to a processing and an identity verification fee, or ii) link an ACH, iAT, or similar bank account, to Withdraw or receive funds.  
Upon a linked bank account and twenty dollars in your CASH Account or balance, and according to your standing Withdrawal order of two days, two weeks or two months, we will increase your CASH balance, usually overnight if your Withdrawal Order is made before 3:00pm EST.  Your CASH balance can be viewed in your Terminal app or at our web Site.
If we deem a transaction or dispute investigation is necessary, or to comply with applicable law or court order or to comply with law enforcement, we may defer, restrict or suspend Withdrawals, payouts and access to your funds for the entire time it takes us.
You agree to comply with the Chargeback Process described below, and you agree to accept such Chargeback or Ad Hoc Admin liability.
28. YOUR CHARGEBACK LIABILITY.   A transaction amount may be charged back, reversed, or settled by ad hoc administration.  However, CASH Account or balance gift, loyalty, stored-value and prepaid card amounts paid over, in whole or partial transaction amount, to Member Merchants (“CASH balance Transactions”) are generally the same as cash and not subject in general to Card Chargebacks or disputes.
CASH is an automated system, which is one way Member Merchant and consumer costs are contained and kept low.  Our policy is for Member Merchant Member User ad hoc online committees to decide and adjudicate crypto-currency CASH Account, CASH balance, and transaction disputes.
29. CASH ACCOUNT & BALANCE, ADDITIONAL PROVISIONS.  (intentionally blank)
30. DISPUTES & CHARGEBACKS, YOUR DUTY.  You agree to assist us and our representatives upon request, at your expense, to evaluate and investigate any of your Service transactions or events; you shall permit and assist us in sharing dispute, transaction, event, Chargeback, and Ad Hoc Admin information with the Buyer, the Buyer’s financial institution(s), and your financial institution, all with a view to investigate, evaluate and mediate a Chargeback or dispute.  With our platform, “Chargeback” has a more broad but still precise meaning; a Chargeback includes any dispute by a Buyer, User or Member User with or by reason of a Seller concerning their use of gift, loyalty, reward, stored-value and prepaid cards.
We may withhold the Chargeback amount in a Reserve for any transaction that results in a Chargeback. We may debit any Chargeback amount and any associated Fees, fines, or penalties listed in the Fee Schedule, Products and Services List, or assessed by the Association or our processor from your CASH Account or balance, including without limitation any Reserve, any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts and Withdrawals to you.  If we deem or believe that a Chargeback is likely to happen from any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: 1) a Chargeback is assessed due to a Buyer’s complaint, in which case we will retain the funds; 2) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or 3) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand or notice. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all deficit balances or amounts unpaid by you.
31. EXCESSIVE DISPUTES, RETURNS, CHARGEBACKS, AND AD HOC ADMIN ACTION.  You may generate excessive disputes, or Buyer contested transactions or events, or Chargebacks.  Thus, we may set without prior notice 1) conditions, controls and procedures, 2) re-calculated fees, 3) Reserves in an amount we reasonably determine, 4) delay payouts or Withdrawals, and 5) suspending or termination of Services, all as we solely deem appropriate.  
We may request information to contest a Chargeback; if the Chargeback is contested successfully, we will release the reserved funds to your CASH Account or balance. If a Chargeback dispute is not resolved in your favor or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
32. RIGHT OF SETOFF; COLLECTION. You grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in and to all of your accounts with us. This grant will not apply to any accounts for which the grant of a security interest would be prohibited by law. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under this Agreement or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.  You will execute any additional documentation required for us to perfect our security interest in any funds associated or linked to you or your business. This security interest survives for as long as we hold funds or you owe money to us.
If requested by us, you shall execute UCC-1 liens and similar documentation perfecting our security interest, within five (5) days from our written request.  To the extent permitted by law, we may set off against the CASH balances for any obligation you owe us under this Agreement, including without limitation any Chargebacks. 
All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected value or funds and thereafter from the balance in your CASH Account or balance. If you owe us an amount that exceeds your CASH balance, we may charge or debit a payment instrument registered in your CASH Account or balance or any connected or linked CASH Account or account of yours, as well as setoff against any balance in any connected CASH Account.  Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement; you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and any applicable interest.
33. RESERVE.  At any time, for any reason, CASH may, or our bank, processors, or partners may, require a Reserve amount, Account or balance be established to secure and guarantee your performance under this Agreement.  CASH determines the required Reserve funds; if you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your CASH Account or balance, including but not limited to any funds i) deposited by you, ii) due to you under this Agreement, or iii) available in your bank account, or other payment instrument or source linked or registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your CASH Account or balance, and for unpaid Chargebacks. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
34. OTHER DUTIES & PROVISIONS.  You are solely responsible for compiling, reconciling and keeping long term records of all transactions and all other data associated with CASH, your CASH Accounts and balances, and the Services.  You agree to report immediately any errors and unauthorized events and transactions, time is of the essence.
35. NON-COMPETE PROVISION.  As as a material and cardinal provision, you agree that you, your agents, representatives, employees, affiliates, subsidiaries, and assignees are not, do not plan to be, and are not assisting others to be a CASH competitor or competitive with CASH, (a “Competitor”), directly or indirectly.  Development of the Services has taken considerable money, time and effort, the benefits of which are part of the Services.  Notwithstanding any other provision, agreement or understanding, if you are such a Competitor as stated by you or your published materials, or business plans, or actions, you agree to promptly pay over to CASH without setoff or deduction, $5,000 for every CASH app loaded or downloaded, plus $5,000 for every CASH Site access other than your first two (2) Site accesses.  We may have and we may prosecute, in addition, other remedies and claims by us under this provision.
36. RULES.  (intentionally blank)
37. SUBSCRIPTIONS.  Our subscription products and services such as branded mobile apps we provide for Sellers, Member Merchants and our ATMerchants™ change and improve often, for example ITEMS™. SyncGL™ and CPA, accounting and administrative services.  You authorize us and request that we are paid for subscriptions ordered by you in advance by the date each month due, or a year in advance if you chose this lower amount and option, either by any payment method described or referenced herein, or by credit or debit card you otherwise provide us.  CASH has the right to cease or modify subscription products or services, and to change them at any time without notice; continued use by you is acceptance.  As herein, you will be given thirty (30) days notice of subscription fee changes.  You may not use subscriptions or the Service in any manner or fashion not intended and supported by us.

Legal Terms and Details, for Sellers and Buyers
38. YOUR LICENSE.  We grant you a personal, non-exclusive, revocable, limited, in-country, non-transferable license, without the right to sublicense, to electronically access and use the Services, and for Sellers solely for direct receipt of values, processing of offers, and to help manage your business, funds and assets, all in accordance with the Terms.  This includes our web Site(s), mobile apps (applications), software, programs, documentation, tools, online and internet services, hardware, components, devices, and any revisions, replacements or updates to them.  You may use only released products and services from us.
You or any third party, or other party, may not use CASH services, products, or the Service in any way not intended and supported by CASH; reverse engineer, decompile, disassemble. hack, access or obtain our source code, or record, monitor, copy any activity or data in, related to or communicating with the Service; allow or participate in the use, rental, timeshare, rental or similar activity of the Services to others; resell or re-provide the Services; by automated ways or means access, use, get, take, scour, scrape, spider, bot or robot CASH data or information, or the Services.  
You or any third party may not infringe upon or misuse any CASH mark, trademark, copyright, patent or patent pending; create derivative works, copy, reproduce, modify, alter, re-publish, publicly display, upload, download, post, transmit, resell, promulgate or distribute in any way data, information or material obtained from or by reason of CASH; interfere with or slow the Services; except to the extent that such restriction is expressly prohibited by law, defeat or bypass or otherwise access or use disabled or restricted features or functions of the Service.
39. INDEMNITY.  You agree to and shall indemnify, defend, and hold us, our partners and our processors, and their and our respective employees, directors, agents, affiliates, subsidiaries, parents, and representatives harmless from and against any and all claims, Tax assessments, costs, losses, damages, judgments, penalties, interest, and expenses including without limitation reasonable attorneys’ fees and our related costs, arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that relates to or is caused by:  
1) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms or this Agreement, including without limitation any violation of our policies, our partners’ policies or rules; 
2) your wrongful, improper, or unintended use of the Services; 
3) any other party’s access or use of the Services with your unique name, password or other appropriate security code, or your other secure or private access mechanism;
4) any transaction submitted by you through the Services (including without limitation the accuracy of any Seller Content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you); 
5) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; 
6) your violation of any law, rule or regulation of the United States or any other country.
40. NO OWNERSHIP BY YOU.  The Services and other CASH services are licensed, not sold; you do not own them.  We reserve all rights not specifically and expressly granted to you in these Terms.  CASH and the Services are protected by a wide range of intellectual property law in multiple countries worldwide. Any submission of ideas, betterments, improvements, new products or services, concepts, or similar by you to us is intended for our unrestricted and unfettered use without any obligation, duty or liability by us to you or to others.
41. WARRANTY & REPRESENTATIONS BY YOU.
You represent and warrant to us that: 1) you are at least eighteen (18) years of age; 2) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement including but limited to that your are also able to do so in your country of residence; 3) the name identified by you and entered in text fields when you registered is your name, or business name under which you sell goods and services; 4) any transaction submitted by you or with you will represent a bona fide transaction by you; 5) any transactions by or with you will accurately describe the goods and/or services sold and delivered; 6) if you are a Seller you will fulfill all of your obligations to each Buyer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Buyer or User; 7) you and all transactions initiated or entered into by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business and employees, including any applicable tax, wage and hour, and tip laws and regulations; 8) except in the ordinary course of business, no transaction submitted or entered into by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity or of securities; 9) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; 10) no transaction submitted by you through the Services will involve or result in payments or values transferred to yourself except for reasonable test transactions; and 11) your use of the Services will be in compliance with this Agreement.
You or any third party may not infringe upon or misuse any CASH mark, trademark, copyright, patent or patent pending; create derivative works, copy, reproduce, modify, alter, re-publish, publicly display, upload, download, post, transmit, resell, promulgate or distribute in any way data, information or material obtained from or by reason of CASH; interfere with or slow the Services; except to the extent that such restriction is expressly prohibited by law, defeat or bypass or otherwise access or use disabled or restricted features or functions of the Service.
42. NO WARRANTY. THE SERVICE, CASH PRODUCTS, AND CASH SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE IS”,  AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CASH, ITS PROCESSORS, ITS PARTNERS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CASH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
43. ADDITIONAL LIMITATION OF LIABILITY, DAMAGES & USE.  Unless specifically and expressly stated otherwise by us, the Services content and materials are only directed to companies, entities, agencies or individuals located in the United States of America, from where the Services are operated and controlled.  Those that use or access the Services from other jurisdictions or locations do so at their own risk, evaluation, limitations, and volition, and are solely responsible for compliance with all relative statues of the United States, and of their local Jurisdiction(s) including regulations, financial services, import, and export local regulations and laws. You are barred from any use of the Services or CASH products and other services if you are a resident, legal or de facto, of any United States embargoed, blocked, denied or restricted country.  In no instance is CASH liable to you for the performance of third party products or services sold or provided to you.
IN NO EVENT SHALL CASH, IT’S AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, PARTNERS, PROCESSORS, VENDORS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, PARTNERS, PROCESSORS, VENDORS OR LICENSORS), TO THE MAXIMUM EXTENT PERMITTED BY STATUTE, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA, LOSS OF BUSINESS OR REVENUE, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, USAGE ERRORS, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WE  BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM SPOOFING, “SCRAPING”, “SCOURING”, HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR CASH ACCOUNT OR BALANCE, OR THE INFORMATION CONTAINED THEREIN.
CASH, IT’S AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, PARTNERS, PROCESSORS, VENDORS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, PARTNERS, PROCESSORS, VENDORS OR LICENSORS), TO THE MAXIMUM EXTENT PERMITTED BY STATUTE, ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY 1) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES OF THE SERVICE, 2) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, 3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, 4) ANY BUGS, VIRUSES, TROJAN HORSES, INOPERATIVE, MALICIOUS OR IMPERFECT CODE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, 5) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, 6) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE,  AND/OR 7) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.  
IN NO EVENT SHALL CASH, IT’S AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, PARTNERS, PROCESSORS, VENDORS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, PARTNERS, PROCESSORS, VENDORS OR LICENSORS), TO THE MAXIMUM EXTENT PERMITTED BY STATUTE, BE LIABLE TO YOU FOR ANY CLAIMS, DAMAGES, PROCEEDINGS, LIABILITIES, OBLIGATIONS, COSTS OR LOSSES IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE FOUR (4) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE (“EVENT”) TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED CLAIM OR LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS OR THEORY OF LAW, EVEN IF CASH HAS BEEN ADVISED BEFORE THE EVENT OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY STATUTE IN THE APPLICABLE JURISDICTION.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD PARTY PRODUCTS, GOODS, OR SERVICES SOLD OR PROVIDED WITH OR FOR USE WITH THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CASH BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS, GOODS OR SERVICES, OR FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT, GOODS, OR SERVICE THAT GIVES RISE TO ANY CLAIM WHATSOEVER.
LINKS TO THIRD PARTY WEB SITES AND DATA.  Our Privacy Policy does not apply when you “link out” to other web sites and data, for which we have no responsibility whatsoever, and for which you agree to evaluate and use at your sole risk, including reading and understanding all of their terms, conditions and policies.  You agree inclusion by us of a third party web site or data does not constitute endorsement, approval or recommendation by us.  CASH expressly disclaims any and all liability for such third party web sites and data.
44. GOVERNING LAW, VENUE AND JURISDICTION.  You agree, deem it appropriate, and desire that any Dispute, this Agreement and the Services be governed by the laws of the State of Texas.  You agree, deem it appropriate, and desire that venue and jurisdiction be and reside in Houston, Harris County, Texas, USA, without waiver of, and subject to, the arbitration provisions herein, all to be performed entirely within Texas without regard to choice of law or conflicts of law principles that would require or imply application of law from another jurisdiction or venue.  You irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.
45. NO CLASS ACTION.  You specifically and expressedly agree YOU AND CASH WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, REGARDLESS OF HEARING IN ARBITRATION OR IN COURT.
46. BINDING INDIVIDUAL ARBITRATION, TEXAS.  You specifically and expressly agree that THIS AGREEMENT IS SUBJECT TO THE TEXAS ARBITRATION ACT.  CASH will pay all the arbitration fees for any Dispute. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay CASH’s attorney fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous.  You and CASH agree to arbitrate all Disputes. Arbitration usually resolves disputes sooner and with less cost compared to lawsuits in court.  Arbitration claims herein are decided by an unbiased arbitrator that decides relief and damages. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST CASH. However, you and we are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. For the purposes of this arbitration section “CASH” shall include our parent, subsidiaries, affiliates, partners, processors, agents, employees, directors, officers, contractors, vendors, and duly authorized representatives.  
If any provision of this arbitration provision or agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association according to this provision and the applicable arbitration rules for the forum.   The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. 
Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration.  
47. TIME LIMITATION. Any proceeding or action by you relating to any Dispute must commence no later than one (1) year after the cause of action accrues unless otherwise required by statute.
48. RIGHT TO AMEND.  We have the right to add to or change the terms and provisions of this Agreement at any time with notice we solely deem reasonable or appropriate, noticed by any of the methods described herein including at our web Site www.CASHWw.com or in our mobile apps, and similarly to require additional conditions, and to discontinue, delete, or change any User Feature, feature, process, or aspect of the Service.  
49. ASSIGNMENT.  You may not assign, transfer or hypothecate this Agreement or any of it’s licenses or rights; however, no such or similar restriction applies to CASH.
We have the right to change or add to the terms of this Agreement at any time. 
50. MISCELLANEOUS & OTHER BUT IMPORTANT PROVISIONS.  If any provision of this Agreement or Terms are found prohibited, unenforceable or invalid under applicable statutes, the prohibited, unenforceable or invalid provision shall be changed and interpreted to accomplish the intent or objectives of such provision to the greatest extent possible under applicable statute, and all other provisions shall remain in full force and effect.  Our failure to assert or enforce any provision or right herein does not act as a waiver of such provision or right, and no waiver by us shall be deemed an ongoing waiver.  This Agreement does not limit any rights of CASH we may have under intellectual property law including tortious interference, trade secret, patent, copyright or trademark laws. 
Nothing herein shall be interpreted as CASH providing credit to Sellers or Buyers.
You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding the Services, CASH, or the Site (collectively, “Feedback” or “Ideas”) that are provided by you, whether by email, posting to the Site or otherwise, are non-confidential, not subject to your copyright without regard to marking, and will become the sole property CASH, who shall own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you
This Agreement takes precedence over other agreements with you and CASH policy to the extent of this Agreement’s subject matter; however, in all instances and claims by you this Agreements defines in all instances and matters to the maximum extent allowed by applicable law, the cumulative, complete and total possible liability of CASH, our banks, partners, processors, vendors, affiliates, agents, subsidiaries or parent, to you.  Headings and position of the provisions herein shall not be considered in interpreting the provisions. 
SURVIVAL. The following sections of this Agreement, in addition to any provision or CASH right that is reasonably necessary to accomplish or enforce the purpose or intent of this Agreement, survive and remain in effect upon termination of this Agreement: 2, 3, 5, 6, 9, 10, 12, 13, 17, 19, 20, 24-35, 38-50.   
* Nothing herein is a solicitation or offering of equity or the sales of stock, although CASH may be funding; and such equity or offering activity would only pursuant to the JOBS Act of 2012 and SEC rules, only to Accredited Investors.

CASH Worldwide e-SigN Policy
last updated August 1, 2014
This policy describes how CASH Worldwide and FICC deliver communications to you electronically. We may amend this policy at any time by posting a revised version on our web Site; the revised version will be effective at the time we post it. If the revised version includes a substantial change, such notice may be 30 days’ prior notice to the effective date
Electronic delivery 
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with the Services, your CASH Account or balance ("Account"), and your use of our other services. Communications include:  agreements and policies you agree to (e.g., the our Terms oof Service Agreement and the CASH Privacy Policy), including updates to these agreements or policies;  annual disclosures, including prospectuses and reports for our Funds;  transaction receipts or confirmations;  Account statements and history;  federal and state tax statements we are required to make available to you; and any other Account,  Funds account, or transaction information.

We will provide these Communications to you by posting them on our web Site and/or by emailing them to you at the primary email address listed in your profile.
 
Hardware and software requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:  a computer with an Internet connection;  a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;  Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;  a valid email address (your primary email address on file with CASH); sufficient storage space to save past Communications or an installed printer to print them; and cell phone or tablet with iOS 5.0 or later, or Android 4.1 or later.

We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from us. By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.

Withdrawing your consent
You may withdraw your consent to receive Communications electronically by writing to us at the "Contact Us" link at the bottom of each page at our web Site. If you fail to provide or if you withdraw your consent to receive Communications electronically, we reserve the right to either deny your application for an Account, restrict or deactivate your Account, close your Account and any sub-account (such as a SuperAccount or Student Account), or charge you additional fees for processing and paper copies.
After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K and possibly other IRS forms electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail.
Requesting paper copies of electronic Communications
After you consent to receive Communications electronically, if you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your profile. If you request paper copies, you understand and agree that we may charge you a Records Request Fee for each Communication. The Records Request Fee will not be charged if you request a Form 1099-K in paper form; for all other Communications, the Records Request Fee is set out in our Products and Services List and /or our Fee Schedule.
Updating your contact information
Note that spam filters can block or re-route email from senders not listed in your email address book, so you must add CASH and FICC to your email address book so that you will be able to receive the Communications we send to you.
It is your sole responsibility to keep your primary email address and contact information up to date so we can communicate with you electronically. You understand and agree that if CASH sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CASH or FICC will be deemed to have provided the Communication to you.
You can update your primary email address or street address at any time by Sign in into the CASH web Site, going to "My Account", and selecting the "Profile" tab. If your email address becomes invalid such that electronic Communications sent to you by us are returned, CASH may deem your Account to be inactive, and you will not be able to transact any activity until we receive a valid, working primary email address from you and can communicate with you.

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Commercial Entity Agreements (member merchant agreements)

WELLS FARGO COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to CASH Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use CASH’s services to accept CASH payments on their website from customers through their CASH account (the “CASH Services”). Each such entity or person receiving this CEA is hereby referred to as “CASH Customer.” In this CEA, “you,” and/or “your” also refer to CASH Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Member”). In this CEA “we”, “us” and “our” also refer to Member. CASH Customer has agreed to the online CASH User Agreement found on the CASH website (the “UA” or “Terms of Service”) and, in certain cases, signed the CASH Payment Processing Agreement (“PPA”) with CASH, each of which set forth requirements regarding the CASH Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to CASH and you in connection with payments made to you through the CASH Service and enforce any of the provisions of the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by the Member.

PLEASE READ CAREFULLY THESE TERMS OF USE (“TERMS” or “AGREEMENT”).  BY ACCESSING OR USING OUR WEB SITES, SOFTWARE OR APPS, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN RELATIVE TO MULTIPLE BANKS, AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE BANK SERVICES OR CARD PROCESSING, THE SITES, APPS, OR OUR SERVICES.  
This Agreement is a legal agreement between you (“you”, “your”) and each of the banks or financial institutions below.
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to CASH users (Sellers) that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use CASH’s services to 1) accept Association (defined below) branded payment cards and CASH payments from customers through their CASH account (the “Services” of CASH), or to 2) accept CASH payments on their website from customers through their CASH’s PayButton facility a part of CASH’s Services and (the “Services” of CASH). 
By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. CASH Customer further agrees that this CEA forms a legally binding contract between CASH Customer and Member. Any rights not expressly granted herein are reserved by Member.
1. Purpose of this CEA. When your customer pays you through CASH, they have the option of paying you through a funding source offered on the CASH website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Associations”) require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into the CEA, you are fulfilling the Association rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Association rules as they pertain to payments you receive through the CASH Service.
2. Association Rules. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with the Visa USA Inc. Operating Regulations, the MasterCard Bylaws, and all other applicable Association Rules.
	1. Deposit Transactions. You agree to only accept payments through CASH Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and MasterCard payments, CASH shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
	2. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), or when part of the payment is from a gift or stored value card, in which cases a sale may be split into multiple transactions.
	3. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
	4. Visa and MasterCard Marks. You shall use the Visa and MasterCard logos or marks only on your promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for CASH transactions.
	5. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
	6. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
	7. Access to Cardholder Data. You acknowledge that you do not have access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through the CASH Services. You agree you shall not request access to Cardholder Data from either CASH or any customer making payment through the CASH Services. In the event that you receive Cardholder Data in connection with the CASH Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Association Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer, Visa or MasterCard (as applicable) or in response to a government request. In the event that you receive Cardholder Data in connection with the CASH Service, you agree (x) to promptly notify Wells Fargo (or another Member if so appropriate) and CASH of such and (y) at all times to be compliant with the Payment Card Industry Data Security Standards with respect to such Cardholder Data.
	8. CASH Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your Web site.
	9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from CASH. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
	10. Refund Policy must be on CASH Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Association rules frequently allow the cardholder to still dispute these items. You agree to display you consumer privacy policy on your website as well as the security method used for transmission of payment data.
	11. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the CASH Services for illegal purposes and will not interfere or disrupt networks connected with the CASH Services. You agree to display your consumer privacy policy on its website as well as its security method for transmission of payment data.
3. Payment Instructions: You authorize and direct us to pay all amounts due from us to you hereunder to CASH, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from us and shall be responsible for disbursing such amounts to you.
4. Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between CASH and Member.
5. Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) Your or your employees’ negligence or willful misconduct, in connection with card-funded CASH transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the CASH Service; (c) arising out of any third party indemnifications Member is obligated to make as a result of CASH Customer’s actions (including indemnification of any Association or card issuing bank).  Member agrees to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by each of us under this Agreement; or (b) our or our employee’s gross negligence or willful misconduct in connection with this Agreement.
6. Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
7. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including CASH. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
8. Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and Wells Fargo Bank, N.A as Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.
9. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the UA or, if applicable, the PPA. The Member may assign their rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via CASH posting a revised version on the CASH website(s). The revised version will be effective at the time CASH posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days' prior notice of such change via CASH posting a notice on the "Policy Updates" page of the CASH website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the CASH Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
10. Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
11. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between CASH Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
12. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
13. Member Bank Information: Member, Wells Fargo Bank, N.A., may be responsible for the credit and debit card processing services provided hereunder and may be contacted at: 1200 Montego Way, Walnut Creek, CA 94598 and 1-800-451-5817

Commercial Entity Agreement with Wells Fargo - Pro
COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to CASH Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use CASH’s services to (i) accept Association (defined below) branded payment card on their website from customers and (ii) accept CASH payments on their website from customers through their CASH account (the “CASH Services”). Each such entity or person receiving this CEA is hereby referred to as “CASH Customer.” In this CEA, “you,” and/or “your” also refer to CASH Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, L.L.C. (collectively, “Wells Fargo”). In this CEA “we”, “us” and “our” also refers to Wells Fargo. CASH Customer has agreed to the online Website Payments Pro\Virtual Terminal Agreement (“Pro Agreement”) and the online CASH User Agreement (the “UA”), each found on the CASH website, and, in certain cases, signed the CASH Payment Processing Agreement (“PPA”) with CASH, each of which set forth requirements regarding the CASH Services and are incorporated into this CEA by reference. Wells Fargo may terminate provision of credit and debit card processing services provided by Wells Fargo to CASH and you in connection with payments made to you through the CASH Service and enforce any of the provisions of the Pro Agreement , the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by Wells Fargo. This CE agreement replaces any other CEA you may have already agreed to with CASH and Wells Fargo.

By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. CASH Customer further agrees that this CEA forms a legally binding contract between CASH Customer and Wells Fargo. Any rights not expressly granted herein are reserved by Wells Fargo.
1. Purpose of this CEA. When your customer pays you through CASH, they have the option of paying you through a funding source offered on the CASH website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Associations”) require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into the CEA, you are fulfilling the Association rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Association rules as they pertain to payments you receive through the CASH Service.
2. Association Rules. MasterCard and Visa have established guidelines, merchant monitoring programs and reports to track merchant activity such as excessive credits and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions as identified by an Association or any related program or reports, you may be subject to: (i) incremental Chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of your Agreement; or (iv) audit and imposition of fines. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Association rules, which rules are located at http://www.mastercard.us/merchants/support/rules.html and http://usa.visa.com/merchants/merchant-support/international-operating-regulations.jsp?it=c|/merchants/|Visa%20Operating%20Regulations.
	1. Deposit Transactions. You agree to only accept payments through CASH Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and MasterCard payments, CASH shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
	2. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), in which cases a sale may be split into multiple transactions.
	3. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
	4. Visa and MasterCard Marks. You shall use the Visa and MasterCard logos or marks on your promotional materials and website to indicate that Visa and MasterCard cards are accepted both as funding sources for CASH transactions as a direct method of payment.
	5. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
	6. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
	7. Access to Cardholder Data and Card Data Security. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCIDSS) and that you shall certify such compliance in accordance with Association rules, or when asked by CASH to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2). You must not store CVV2 data at any time. When you receive Cardholder Data in connection with the CASH Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Association rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer (in this case Wells Fargo Bank, N.A.), Visa or MasterCard (as applicable) or in response to a government request.
	8. CASH Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your Web site.
	9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from CASH. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
	10. Refund Policy must be on CASH Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Association rules frequently allow the cardholder to still dispute these items.
	11. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the CASH Services for illegal purposes and will not interfere or disrupt networks connected with the CASH Services. You agree to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
	12. Limited Acceptance. Pursuant to the Association Rules, you understand that you are allowed to limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions; however, by using CASH Services you are electing full acceptance.
3. Payment Instructions: You authorize and direct us to pay all amounts due from Wells Fargo to you hereunder to CASH, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from Wells Fargo and shall be responsible for disbursing such amounts to you.
4. Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Wells Fargo at any time based on (i) a breach of any of your obligations under this CEA, the Pro Agreement, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between CASH and Wells Fargo.
5. Indemnification. You agree to indemnify and hold Wells Fargo harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) your or your employees’ negligence or willful misconduct, in connection with card-funded CASH transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the CASH Service; (c) arising out of any third party indemnifications Wells Fargo is obligated to make as a result of CASH Customer’s actions (including indemnification of any Association or card issuing bank).
6. Wells Fargo agrees to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by Wells Fargo under this Agreement; or (b) the gross negligence or willful misconduct of Wells Fargo or Wells Fargo’s employee(s) in connection with this Agreement.
7. Warranty Disclaimer. This CEA is a service agreement. Wells Fargo disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
8. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall Wells Fargo be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including CASH. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. The foregoing sentence shall not exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
9. Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and Wells Fargo, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.
10. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the Pro Agreement, the UA or, if applicable, the PPA. Wells Fargo may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Wells Fargo may amend this CEA at any time via CASH posting a revised version on the CASH website(s). The revised version will be effective at the time CASH posts it. In addition, if the revised version includes a substantial change, Wells Fargo will provide you with 30 days' prior notice of such change via CASH posting a notice on the "Policy Updates" page of the CASH website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the CASH Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
11. Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
12. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between CASH Customer and Wells Fargo by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
13. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
14. Association Disclosure; Member Bank Information: Member, Wells Fargo Bank, N.A., may be contacted by mail at: 1200 Montego Way, Walnut Creek, CA 94598; and by phone at 1-800-451-5817.
15. Important Member Bank Responsibilities:
16. (a) Member, and not CASH, is the entity approved to extend acceptance of Association products directly to you.
17. (b) Member must be a principal (signer) to this CEA.
18. (c) Member is responsible for educating you on pertinent Visa and MasterCard Rules with which you must comply; but this information may be provided to you by CASH.
19. (d) Subject to Section 3 of this CEA, Member is responsible for and must provide settlement funds to you.
20. (e) Member is responsible for all settlement funds prior to funding you (or your agent).
21. Important Merchant Responsibilities:
22. (a) Ensure compliance with cardholder data security and storage requirements.
23. (b) Maintain fraud and chargebacks below Association thresholds.
24. (c) Review and understand the terms of this CEA.
25. (d) Comply with Visa and MasterCard rules.

JP MORGAN CHASE COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to CASH Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use CASH’s services to accept CASH payments on their website from customers through their CASH account (the “CASH Services”). Each such entity or person receiving this CEA is hereby referred to as “CASH Customer.” In this CEA, “you,” and/or “your” also refer to CASH Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) JP Morgan Chase Bank, N.A. and Wells Fargo Paymenttech, L.L.C. (collectively, “Member”). In this CEA “we”, “us” and “our” also refer to Member. CASH Customer has agreed to the online CASH User Agreement found on the CASH website (the “UA” or “Terms of Service”) and, in certain cases, signed the CASH Payment Processing Agreement (“PPA”) with CASH, each of which set forth requirements regarding the CASH Services and are incorporated into this CEA by reference. Member may terminate its provision of credit and debit card processing services provided by Member to CASH and you in connection with payments made to you through the CASH Service and enforce any of the provisions of the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by the Member.

PLEASE READ CAREFULLY THESE TERMS OF USE (“TERMS” or “AGREEMENT”).  BY ACCESSING OR USING OUR WEB SITES, SOFTWARE OR APPS, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN RELATIVE TO MULTIPLE BANKS, AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE BANK SERVICES OR CARD PROCESSING, THE SITES, APPS, OR OUR SERVICES.  THIS AGREEMENT IS SUBJECT TO THE TEXAS ARBITRATION ACT.
This Agreement is a legal agreement between you (“you”, “your”) and each of the banks or financial institutions below.
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to CASH users (Sellers) that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use CASH’s services to 1) accept Association (defined below) branded payment cards and CASH payments from customers through their CASH account (the “Services” of CASH), or to 2) accept CASH payments on their website from customers through their CASH’s PayButton facility a part of CASH’s Services and (the “Services” of CASH). 
By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. CASH Customer further agrees that this CEA forms a legally binding contract between CASH Customer and Member. Any rights not expressly granted herein are reserved by Member.
1. Purpose of this CEA. When your customer pays you through CASH, they have the option of paying you through a funding source offered on the CASH website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Associations”) require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into the CEA, you are fulfilling the Association rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Association rules as they pertain to payments you receive through the CASH Service.
2. Association Rules. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with the Visa USA Inc. Operating Regulations, the MasterCard Bylaws, and all other applicable Association Rules.
	1. Deposit Transactions. You agree to only accept payments through CASH Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and MasterCard payments, CASH shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
	2. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), or when part of the payment is from a gift or stored value card, in which cases a sale may be split into multiple transactions.
	3. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
	4. Visa and MasterCard Marks. You shall use the Visa and MasterCard logos or marks only on your promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for CASH transactions.
	5. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
	6. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
	7. Access to Cardholder Data. You acknowledge that you do not have access to Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2) for payments received by you through the CASH Services. You agree you shall not request access to Cardholder Data from either CASH or any customer making payment through the CASH Services. In the event that you receive Cardholder Data in connection with the CASH Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Association Rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer, Visa or MasterCard (as applicable) or in response to a government request. In the event that you receive Cardholder Data in connection with the CASH Service, you agree (x) to promptly notify JP Morgan Chase (or another Member if so appropriate) and CASH of such and (y) at all times to be compliant with the Payment Card Industry Data Security Standards with respect to such Cardholder Data.
	8. CASH Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your Web site.
	9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from CASH. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
	10. Refund Policy must be on CASH Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Association rules frequently allow the cardholder to still dispute these items. You agree to display you consumer privacy policy on your website as well as the security method used for transmission of payment data.
	11. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the CASH Services for illegal purposes and will not interfere or disrupt networks connected with the CASH Services. You agree to display your consumer privacy policy on its website as well as its security method for transmission of payment data.
3. Payment Instructions: You authorize and direct us to pay all amounts due from us to you hereunder to CASH, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from us and shall be responsible for disbursing such amounts to you.
4. Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by Member at any time based on (i) a breach of any of your obligations under this CEA, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between CASH and Member.
5. Indemnification. You agree to indemnify and hold Member harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) Your or your employees’ negligence or willful misconduct, in connection with card-funded CASH transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the CASH Service; (c) arising out of any third party indemnifications Member is obligated to make as a result of CASH Customer’s actions (including indemnification of any Association or card issuing bank).  Member agrees to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by each of us under this Agreement; or (b) our or our employee’s gross negligence or willful misconduct in connection with this Agreement.
6. Warranty Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
7. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall we be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including CASH. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
8. Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and JP Morgan Chase Bank, N.A as Member, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.
9. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the UA or, if applicable, the PPA. The Member may assign their rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. Member may amend this CEA at any time via CASH posting a revised version on the CASH website(s). The revised version will be effective at the time CASH posts it. In addition, if the revised version includes a substantial change, Member will provide you with 30 days' prior notice of such change via CASH posting a notice on the "Policy Updates" page of the CASH website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the CASH Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
10. Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
11. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between CASH Customer and Member by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
12. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
13. Member Bank Information: Member, JP Morgan Chase Bank, N.A., Paymentech, LLC, a Delaware LLC, may be responsible for the credit and debit card processing services provided hereunder and may be contacted at: 14221 Dallas Parkway, Dallas, TX 75254
OTHER DEFINITIONS:
“Card Information” is information related to a Customer or the Customer’s Card, that is obtained by Seller from the Customer's Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically or otherwise stored thereon.
“Chargeback” is a reversal of a Transaction you previously presented to Paymentech pursuant to Card Brand Rules.
“Customer” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card.
“Member” is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Card Brand. Member is a principal party to this Agreement and your acceptance of Card Brand products is extended by the Member.

Commercial Entity Agreement with JP Morgan Chase - Pro
COMMERCIAL ENTITY USER AGREEMENT
This Commercial Entity User Agreement (“Commercial Entity Agreement” or “CEA”) is provided to CASH Users that are Commercial Entities (as defined by Visa and MasterCard), who open a Business Account and who use CASH’s services to (i) accept Association (defined below) branded payment card on their website from customers and (ii) accept CASH payments on their website from customers through their CASH account (the “CASH Services”). Each such entity or person receiving this CEA is hereby referred to as “CASH Customer.” In this CEA, “you,” and/or “your” also refer to CASH Customer. This CEA constitutes your separate legally binding contract between (1) you, as a Commercial Entity, and (2) JP Morgan Chase Bank, N.A. and JP Morgan Chase Paymentech, L.L.C. (collectively, “JP Morgan Chase”). In this CEA “we”, “us” and “our” also refers to JP Morgan Chase. CASH Customer has agreed to the online Website Payments Pro\Virtual Terminal Agreement (“Pro Agreement”) and the online CASH User Agreement (the “UA”), each found on the CASH website, and, in certain cases, signed the CASH Payment Processing Agreement (“PPA”) with CASH, each of which set forth requirements regarding the CASH Services and are incorporated into this CEA by reference. JP Morgan Chase may terminate provision of credit and debit card processing services provided by JP Morgan Chase to CASH and you in connection with payments made to you through the CASH Service and enforce any of the provisions of the Pro Agreement , the UA and, if applicable, the PPA that relate to the credit and debit card processing services provided by JP Morgan Chase. This CE agreement replaces any other CEA you may have already agreed to with CASH and JP Morgan Chase.

By signing the PPA or otherwise agreeing to this CEA (by “click through” agreement or otherwise) you agree to the terms and conditions of this CEA and any documents incorporated by reference. CASH Customer further agrees that this CEA forms a legally binding contract between CASH Customer and JP Morgan Chase. Any rights not expressly granted herein are reserved by JP Morgan Chase.
1. Purpose of this CEA. When your customer pays you through CASH, they have the option of paying you through a funding source offered on the CASH website including a credit or debit card funded payment. Since you may be the recipient of a credit or debit card funded payment, Visa U.S.A., Inc. and Visa International (“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Associations”) require that you enter into a direct contractual relationship with a bank who is a member of the Associations. By entering into the CEA, you are fulfilling the Association rule of entering into a direct contractual relationship with a member bank, and you are agreeing to comply with Association rules as they pertain to payments you receive through the CASH Service.
2. Association Rules. MasterCard and Visa have established guidelines, merchant monitoring programs and reports to track merchant activity such as excessive credits and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or submit suspicious transactions as identified by an Association or any related program or reports, you may be subject to: (i) incremental Chargebacks and/or fees; (ii) settlement delay or withholding; (iii) termination of your Agreement; or (iv) audit and imposition of fines. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Association rules, which rules are located at http://www.mastercard.us/merchants/support/rules.html and http://usa.visa.com/merchants/merchant-support/international-operating-regulations.jsp?it=c|/merchants/|Visa%20Operating%20Regulations.
	1. Deposit Transactions. You agree to only accept payments through CASH Services for transactions between you and your customer for the sale of goods or services. You shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. You acknowledge that for Visa and MasterCard payments, CASH shall obtain an authorization for transaction amounts prior to completing the transaction. You shall not request or use a cardholder’s account number for any purpose other than to support payment for your goods and services.
	2. Split Transactions. You agree to submit a single transaction for the full amount of each sale, except to the extent you and your customer agree on a partial shipment of a product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), in which cases a sale may be split into multiple transactions.
	3. Minimum or Maximum/Surcharges; Taxes. You agree that you shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honoring Visa and MasterCard cards. You may not add tax to any transaction unless so permitted by applicable law, and in such case, only if included in the transaction amount and not collected separately.
	4. Visa and MasterCard Marks. You shall use the Visa and MasterCard logos or marks on your promotional materials and website to indicate that Visa and MasterCard cards are accepted both as funding sources for CASH transactions as a direct method of payment.
	5. Cash Disbursements; Scrips. You agree that if you sell travelers cheques or foreign currency that transactions shall be limited to the value of cheques, Visa TravelMoney, or currency sold in a single transaction, plus any applicable commissions. Further you agree that you shall not accept a credit card payment for the purchase of a Scrip (a two-part paper receipt that is redeemable by you for goods, services, or cash).
	6. Discrimination. You agree that you shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favor of any other card brand.
	7. Access to Cardholder Data and Card Data Security. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCIDSS) and that you shall certify such compliance in accordance with Association rules, or when asked by CASH to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Cardholder Data (defined as a cardholder’s account number, expiration date, and CVV2). You must not store CVV2 data at any time. When you receive Cardholder Data in connection with the CASH Services, you agree that you will not (i) use the Cardholder Data for any purpose other than to support payment for your goods and services, (ii) use the Cardholder Data for any purpose that you know or should know to be fraudulent or in violation of any Association rules, (iii) sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than your acquirer (in this case JP Morgan Chase Bank, N.A.), Visa or MasterCard (as applicable) or in response to a government request.
	8. CASH Customer Identification. You agree to prominently and unequivocally inform your customers of your identity at all points of interaction. You must include the address of your permanent establishment on your Web site.
	9. Chargebacks. You shall use all reasonable methods to resolve disputes with your customers. Should a chargeback dispute occur, you shall promptly comply with all requests for information from CASH. You shall not attempt to recharge a customer for an item that has been charged back, unless the customer has authorized such actions.
	10. Refund Policy must be on CASH Customer’s Website. If you limit refund/exchange terms or other specific conditions for sales, your policy must be clearly provided to your customers prior to the sale, as part of the sale confirmation process. Proper disclosure would include wording that is prominently displayed and states “NO REFUND, EXCHANGE ONLY” or something substantially similar and includes any special terms. NOTE: Qualifying your refund or exchange terms does not completely eliminate your liability for a refund because consumer protection laws and Association rules frequently allow the cardholder to still dispute these items.
	11. Compliance with Law; Privacy Policy Display. You will not access and/or utilize the CASH Services for illegal purposes and will not interfere or disrupt networks connected with the CASH Services. You agree to display your consumer privacy policy on your website as well as your security method for transmission of payment data.
	12. Limited Acceptance. Pursuant to the Association Rules, you understand that you are allowed to limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions; however, by using CASH Services you are electing full acceptance.
3. Payment Instructions: You authorize and direct us to pay all amounts due from JP Morgan Chase to you hereunder to CASH, who shall serve as your agent for purposes of receiving the proceeds of credit and debit card funded processing services from JP Morgan Chase and shall be responsible for disbursing such amounts to you.
4. Term and Termination. This CEA is effective upon the date you signed the PPA or otherwise agreed to this CEA (by “click-through” or otherwise), and continues so long as you use the Service. This CEA will terminate automatically upon any termination or expiration of your UA or, if applicable, your PPA, provided that those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive. This CEA may be terminated by JP Morgan Chase at any time based on (i) a breach of any of your obligations under this CEA, the Pro Agreement, the UA or, if applicable, the PPA, or (ii) the termination of the payment processing relationship between CASH and JP Morgan Chase.
5. Indemnification. You agree to indemnify and hold JP Morgan Chase harmless from and against all losses, liabilities, damages and expense resulting from and/or arising out of: (a) any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) your or your employees’ negligence or willful misconduct, in connection with card-funded CASH transactions or otherwise arising from your provision of goods and services to customers paying for such goods or services through the CASH Service; (c) arising out of any third party indemnifications JP Morgan Chase is obligated to make as a result of CASH Customer’s actions (including indemnification of any Association or card issuing bank).
6. JP Morgan Chase agrees to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from and/or arising out of: (a) any breach of any warranty, covenant, or agreement or any misrepresentation by JP Morgan Chase under this Agreement; or (b) the gross negligence or willful misconduct of JP Morgan Chase or JP Morgan Chase’s employee(s) in connection with this Agreement.
7. Warranty Disclaimer. This CEA is a service agreement. JP Morgan Chase disclaims all representations or warranties, express or implied, made to you or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.
8. Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event shall the parties hereunder, or their affiliates or any of their respective directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall JP Morgan Chase be liable or responsible for any delays or errors in our performance of the services caused by our service providers or other parties or events outside of our reasonable control, including CASH. Notwithstanding anything in this CEA to the contrary, the parties’ cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including those arising out of or related to this CEA) and regardless of the form of action or legal theory and whether or not arising in contract or tort (excluding negligence and willful misconduct) shall not exceed the total volume of all transactions, expressed as a U.S. dollar amount, processed under this CEA. The foregoing sentence shall not exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.
9. Governing Law; Arbitration. Governing law with respect to this CEA shall be California, U.S. Any dispute with respect to this CEA between you and JP Morgan Chase, including a dispute as to the validity or existence of this CEA and/or this clause, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Venue for any such arbitration shall be Santa Clara County, California.
10. Assignment; Amendments. This CEA may only be assigned in connection with a permitted assignment under the Pro Agreement, the UA or, if applicable, the PPA. JP Morgan Chase may assign its rights under this CEA without your consent. This CEA may be amended by you only upon mutual written agreement. JP Morgan Chase may amend this CEA at any time via CASH posting a revised version on the CASH website(s). The revised version will be effective at the time CASH posts it. In addition, if the revised version includes a substantial change, JP Morgan Chase will provide you with 30 days' prior notice of such change via CASH posting a notice on the "Policy Updates" page of the CASH website(s). After this 30 day notice, you will be considered as having expressly consented to all changes to the CEA if you continue to use the CASH Service. For the purpose of this CEA, a “substantial change” will be any change that involves a reduction to your rights or increases your responsibilities.
11. Waiver. The failure of a party to assert any of its rights under this CEA, including the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.
12. Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between CASH Customer and JP Morgan Chase by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party’s behalf.
13. Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.
14. Association Disclosure; Member Bank Information: Member, JP Morgan Chase Bank, N.A., may be contacted by mail at: 1200 Montego Way, Walnut Creek, CA 94598; and by phone at 1-800-451-5817.
15. Important Member Bank Responsibilities:
16. (a) Member, and not CASH, is the entity approved to extend acceptance of Association products directly to you.
17. (b) Member must be a principal (signer) to this CEA.
18. (c) Member is responsible for educating you on pertinent Visa and MasterCard Rules with which you must comply; but this information may be provided to you by CASH.
19. (d) Subject to Section 3 of this CEA, Member is responsible for and must provide settlement funds to you.
20. (e) Member is responsible for all settlement funds prior to funding you (or your agent).
21. Important Merchant Responsibilities:
22. (a) Ensure compliance with cardholder data security and storage requirements.
23. (b) Maintain fraud and chargebacks below Association thresholds.
24. (c) Review and understand the terms of this CEA.
25. (d) Comply with Visa and MasterCard rules.

Member Bank Information Summary: Member, JP Morgan Chase Bank, N.A., Paymentech, LLC, a Delaware LLC, may be responsible for the credit and debit card processing services provided hereunder and may be contacted at: 14221 Dallas Parkway, Dallas, TX 75254
OTHER DEFINITIONS:
“Card Information” is information related to a Customer or the Customer’s Card, that is obtained by Seller from the Customer's Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically or otherwise stored thereon.
“Chargeback” is a reversal of a Transaction you previously presented to Paymentech pursuant to Card Brand Rules.
“Customer” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card.
“Member” is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Card Brand. Member is a principal party to this Agreement and your acceptance of Card Brand products is extended by the Member.

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