Service Agreements

User Agreement

Effective Date: April 1, 2020

These User Terms (“Terms”) govern your use of the products and services provided by or on behalf of Monarch Payment Advisors, LLC d/b/a HelloPayments (“HelloPayments”, “we”, “our” or “us”), including any content or information provided therewith (collectively, the “Services”).

Our Privacy Policy, available at https://hellopayments.net/privacy-policy, is incorporated by reference into these Terms. Please read these Terms and the Privacy Policy carefully before you access the Services, as these Terms form a binding legal agreement between you and HelloPayments.

These Terms may apply to you individually, the business or other legal entity user you represent, or both. If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE HELLOPAYMENTS PRIVACY POLICY.

1. Services
   1. Overview of Services.
      • The Services enable you to manage your wallet (including adding and removing Payment Accounts for use in connection with your HelloPayments Account), review account activity and perform other activities enabled by the Services from time to time in HelloPayments’ sole discretion, including the Transaction Service.
   2. Definitions.
      1. “Customer” means a person who registers for the Services.
      2. “HelloPayments Account” means the account assigned to you by HelloPayments when you accept these Terms.
      3. “Payment Account” means a [credit card, debit card, ACH-enabled checking or savings account, gift card or other prepaid payment method, and/or other financial account] that is registered in a Customer’s HelloPayments Account.
      4. “Product(s)/Service(s)” means any merchandise, good or service that a Purchaser may purchase using the Services.
      5. “Purchaser” means a Customer using the Services to purchase goods or services from, or to otherwise make a payment to, a Seller.
      6. “Seller” means a person or entity who uses the Transaction Service to process Transactions from Purchasers.
      7. “Transaction” means the processing of a payment that results in the debiting, charging, or other related transaction, of the Transaction Amount to a Purchaser’s Payment Account.
      8. “Transaction Amount” means the dollar amount of a Transaction to pay for a Product/Service, and any related fees, taxes or shipping charges, as applicable.
      9. “Transaction Service” means the service by which HelloPayments holds a Purchaser’s registered Payment Account information in Purchaser’s HelloPayments Account and, at the time of Purchaser’s purchase from, or other payment to, a Seller using such Payment Account, HelloPayments provides such information to Seller (or Seller’s card processor, including potentially HelloPayments itself) for processing through a payment network, which Seller, in turn, provides to the issuer of Purchaser’s Payment Account for approval and financial settlement through a payment network to the Seller.
   3.  Establishing a HelloPayments Account.
      • When you accept these Terms (for example, when first registering a Payment Account through the Services), you are creating a HelloPayments Account. Depending on the Services you use, you may be asked to provide information such as your name, contact information, Payment Account information (including your bank name, routing number and account number for the account, if applicable), date of birth, and/or your social security number. HelloPayments may verify your registration information with a third-party verification service provider. We may also ask you to answer additional questions to help us verify your identity or provide additional information, such as a copy of your photo ID (e.g. driver’s license or passport). The information you provide will be used to determine if you are eligible to use the Services. In order to use the Transaction Service and make Transactions, you must provide all information required and register a valid Payment Account. You authorize HelloPayments to confirm that your Payment Account is in good standing with the issuing financial institution, including by submitting a request for a payment authorization and/or a low dollar credit and/or debit to the Payment Account in accordance with the relevant card association rules. HelloPayments may refuse to approve, or may terminate existing, registrations for the Transaction Service with or without cause or notice to the extent permitted by applicable law.
   4.  Transaction Service.
      • The Transaction Service facilitates a purchase by a Purchaser (using a Payment Account) from a Seller that is registered with, or otherwise enabled by, HelloPayments or its customers or partners to receive certain merchant payment processing services. The Transaction Service stores information from Purchasers, such as their Payment Accounts [and shipping information]. When Purchaser chooses to pay for Products/Services with the Transaction Service, Purchaser authorizes the Seller to submit charges (and, in the case of refunds, credits) to Purchaser’s registered Payment Account. HelloPayments may assist as agent of the Seller in accessing a payment network and processing the Transaction. Once Purchaser’s registered Payment Account is authorized, Purchaser’s payment obligation to Seller shall be deemed completed and discharged (except for Purchaser’s obligations in the event of a chargeback or other reversal). Purchases made through the Transaction Service are also subject to the terms and conditions governing Purchaser’s Payment Account between Purchaser and the issuer of the Payment Account. Purchaser is responsible for any charges and related fees that may be imposed under the Payment Account terms and conditions as a result of Purchaser’s use of a Payment Account. You acknowledge and agree that your purchases of Products/Services are transactions between you and the Seller, and not with HelloPayments. HelloPayments is not a party to your Transaction for the purchase of Products/Services, and HelloPayments is not a Purchaser or a Seller in connection with any Transaction, unless expressly designated as such in the listing of the Product/Service. You also agree that HelloPayments may update your Payment Account information, including expiration date and card number, due to information received under certain account updater programs created by payment networks. Under these programs, enrolled card issuers and merchants can provide and receive up-to-date payment card-related information from payment networks regarding your Payment Accounts stored by HelloPayments. HelloPayments may reflect these changes to your stored Payment Account to prevent payment failure or service termination. You also agree that a Seller and HelloPayments, acting on behalf of the Seller, may resubmit a Transaction for a Product/Service purchase to the payment network for processing one or more times in the event that a prior Transaction is declined or returned by the payment network.
   5.  Transaction Service Fees.
      • HelloPayments does not charge a fee to use the Transaction Service as a Purchaser. The financial institution that issues your Payment Account may charge a fee in connection with the debiting or charging of the Payment Account resulting from the Transaction. You should consult the terms and conditions governing your Payment Account for more information about any such fees.
   6. Refunds.
      • Except as set forth in these Terms, all Transactions processed through the Transaction Service are non-refundable to Purchaser by HelloPayments and are non-reversible by Purchaser through the Transaction Service. You may have additional refund or charge-back rights under your Payment Account issuer agreement or applicable state and federal laws. You should review your periodic statement received from the issuer of your Payment Account which will reflect all purchase transactions through the Transaction Service.
   7. Recurring Transactions.
      • In the event that the Transaction Service offers you the ability to pay for recurring transactions, your recurring transactions will start when first authorized by you. This is a recurring billing transaction. Unless otherwise stated, your recurring transaction and the relevant billing authorization will continue indefinitely until cancelled by you. In such event, you authorize the applicable Seller to bill your chosen Payment Account each designated billing period for the recurring transaction period at the applicable Transaction Amount. [You further authorize the applicable Seller to charge the applicable Transaction Amount to your alternate Payment Account, if you have selected one in your HelloPayments Account, in the event that the Seller is unable to charge to your designated Payment Account for any reason.] The Transaction Amount will continue to be charged to your Payment Account [or alternate Payment Account (if applicable)] each billing period, until you cancel your recurring transaction. The billing rate is subject to change by the Seller during the recurring transaction period.
   8. Permissible Transactions.
      • You may only use the Transaction Service to process a Transaction for a Product/Service that is purchased from a Seller through a legitimate, bona fide sale of the Product/Service. The Transaction Service may not be used to process a Transaction, or otherwise transfer money between a Purchaser and Seller, that is unrelated to a purchase of a Product/Service. The Transaction Service may not be used to receive cash advances from Sellers or to facilitate the purchase of cash equivalents (travelers checks, prepaid cards, money orders, etc.). You may not use the Transaction Service to purchase any illegal goods or services or for any other underlying illegal transaction. You agree that you will not use the Transaction Service to purchase any Products/Services that violate these Terms, other policies or rules applicable to the Transaction Service, or applicable law. Failure to comply with these limitations may result in suspension or termination of your use of the Transaction Service.
   9. No Endorsement of Products/Services.
      • HelloPayments does not represent or endorse, and shall not be responsible for: (a) the reliability or performance of any Seller, merchant or Third Party Provider; (b) the safety, quality, accuracy, reliability, integrity or legality of any Products/Services; (c) the truth or accuracy of the description of any Product/Service, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, “TP Content”) displayed or distributed, purchased or paid through the Services; or (d) your ability to buy Products/Services using the Services. HelloPayments hereby disclaims any liability or responsibility for errors or omissions in any TP Content in the Services. HelloPayments reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any TP Content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
   10. Not a Banking Institution or Issuer.
       • HelloPayments is not a bank or other chartered depository institution. HelloPayments is not an issuer of any Payment Account. These Terms do not amend or otherwise modify your agreement with the issuer of your Payment Account, and you are responsible for ensuring your use of the Services complies with such agreements. Use of the Services is not approved by or offered in conjunction with the issuer of your Payment Account. Your Payment Account issuer may impose fees, transaction limits, or other limitations on transactions incurred using the Services. In the event of any inconsistency between these Terms and your agreement with the issuer of your Payment Account, these Terms govern the relationship between you and HelloPayments solely with respect to the Services, and your agreement with the issuer of your Payment Account governs the relationship between you and the issuer of such item. You acknowledge and agree that you are solely responsible for the Payment Account, and any other information you enter or otherwise store in connection with the Services. HelloPayments is not responsible for the accuracy or availability of any information you enter or otherwise store with the Services, including, without limitation, whether such information is current and up-to-date.
   11. Communication with Issuers.
       • By electing to use the Services, you authorize HelloPayments, directly or through such Services, to communicate with the issuer of your Payment Account to provide or obtain any information required by that issuer. In providing this information, an issuer does not endorse and is not responsible for the Services.
   12. Third Party Providers.
       • HelloPayments may have arranged for third party providers to provide Products/Services to you through the Services (“Third Party Providers”). In order to use these Products/Services, you may be required to agree to additional terms and conditions from those Third Party Providers, and may be subject to additional requirements of the Third Party Provider. By agreeing to these Terms or continuing to use the Services, you hereby agree to any Third Party Provider terms that apply to your use of such Products/Services and the Services, which may be updated from time to time. For avoidance of doubt, these Third Party Provider terms are between you and the applicable Third Party Provider, not HelloPayments.
   13. Sharing Payment Account Details with Third Parties.
       • Where requested by you, HelloPayments may pass details of your Payment Account and related information to a third party for that third party to charge the Payment Account for goods or services it will supply to you. You acknowledge and agree that your purchases made are transactions between you and the third party and not with HelloPayments. You should contact the third party or your Payment Account issuer directly regarding any issues with such third-party transactions, including refunds and disputes.
   14. Disclaimer.
       • HELLOPAYMENTS IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT ACCOUNT INFORMATION, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION IS REPORTED BY THE ISSUER AS OF A PARTICULAR TIME ESTABLISHED BY THE ISSUER AND MAY NOT ACCURATELY REFLECT YOUR CURRENT TRANSACTIONS, AVAILABLE BALANCE, OR OTHER ACCOUNT OR PROGRAM DETAILS AT THE TIME THEY ARE DISPLAYED TO YOU THROUGH THE SERVICES OR AT THE TIME YOU MAKE A PURCHASE. YOU MAY INCUR FEES, SUCH AS OVERDRAFT FEES OR OTHER CHARGES AS A RESULT OF SUCH TRANSACTIONS, PER YOUR AGREEMENT WITH YOUR PAYMENT ACCOUNT ISSUER, OR YOUR ATTEMPT TO MAKE A PURCHASE MAY NOT BE SUCCESSFUL.
2.  Your Eligibility; Your Responsibility
   1. To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to HelloPayments; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (vi) will not violate any rights of HelloPayments or a third party.
   2. You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.
3. Personal Information; Your Content; Your Account
   1. Accuracy.
      • By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
   2. Privacy; Data.
      • To use our Services, you must register with us and submit certain personally identifiable information. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the HelloPayments Privacy Policy, available at https://hellopayments.net/privacy-policy/. HelloPayments may collect and use data and information from or about you (including Content) as necessary or appropriate to provide the Services and for any other lawful purpose in accordance with the Privacy Policy. You acknowledge that your use of the Services may be in connection with HelloPayments’ agreement with certain merchants and other providers (each such agreement a “Provider Agreement”). You agree that this Agreement is an independent agreement and that the termination of a Provider Agreement does not terminate this Agreement. Accordingly, in the event you make a payment through our Services after the applicable Provider Agreement is terminated, you agree that this Agreement shall still apply to those payments and that we may facilitate the payment in accordance with your instruction. Additionally, subject to the terms of this Agreement and the Privacy Policy, we may retain all information about you provided by the applicable merchant or other provider following termination of a Provider Agreement. You acknowledge that, except as expressly provided otherwise, this Agreement is solely between you and HelloPayments. In the event our relationship terminates with one or more merchants or other providers that you have a relationship with and provides information to us relating to you, you authorize us to maintain such information on your behalf.
   3. Your Content.
      • As between you and HelloPayments, you own the information, materials, photos, or other content (the “Content”) you provide HelloPayments under this Agreement. Any Content that you upload or otherwise provide to HelloPayments in connection with the Services may be used by HelloPayments in order to provide and promote the Services or HelloPayments’ business. Accordingly, you grant to HelloPayments, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content. Such right to use such Content shall survive the termination of these Terms and termination of the Services. Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and HelloPayments. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). HelloPayments may also remove or delete your Content from the Services at any time in its sole discretion.
   4. Interactions with Other Users.
      • You are solely responsible for all interactions with other users. You acknowledge and agree that we do not have an obligation to verify any Content or other information provided by users on the Services. HelloPayments is not responsible for another user’s or other third party’s misappropriation or misuse of your Content or other information. You are solely responsible for your interactions with other users. Additionally, HelloPayments is not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the Content or any other information provided by other users or any other third party. You hereby release HelloPayments from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users of the Services, (ii) any dispute between you and another user, or (iii) arising out of any services which originated through the Services or were otherwise provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services.
   5. Your Account.
      • Except for your Content licensed to us as set forth above, the account(s) you create (including your HelloPayment Account) and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.
   6. Feedback.
      • You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to HelloPayments (“Feedback”) to HelloPayments. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and HelloPayments shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from HelloPayments under any circumstances relating to such Feedback.
4.  Personal Information; Your Content; Your Account
   1. Subject to the terms and conditions herein, HelloPayments grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser or HelloPayments authorized website to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of HelloPayments. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and HelloPayments.
   2. Furthermore, without the prior written approval of HelloPayments, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by HelloPayments are licensed, not sold. The Services, and all copies of the Services, are owned by HelloPayments or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. HelloPayments reserves all rights not expressly granted to you herein. You agree that you have no right to any HelloPayments trademark or service mark and may not use any such mark in any way unless expressly authorized by HelloPayments.
   3. Making unauthorized copies or distribution of Services content or otherwise violating these Terms may result in the termination of your account, prohibition on use of the Services, and further legal action. HelloPayments reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms.
   4. HelloPayments is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold HelloPayments harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.
5. Fees; Payment Terms; Credits
   1. If you purchase any Services that we offer for a fee (“Paid Services”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that HelloPayments and its third-party service providers providing payment processing services may store your payment information (including Payment Accounts). We may charge your payment information for subsequent charges you authorize, such as account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. If you purchase a subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of features or capacity of your account; HelloPayments does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. You agree to reimburse us for all collection costs and interest for any overdue amounts.
   2. HelloPayments may offer certain customers free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.
   3. Failure to pay may result in the termination of your subscription. You may cancel or suspend your Paid Services by contacting HelloPayments at [email protected]. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction or any other reason.
   4. Paid Services may be subject to additional terms, in addition to these Terms, related to the provision of the Paid Service.
6.  Acceptable Use Policy
   1. You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
      • Acts that may materially and adversely affect the quality of other users’ experience;
      • Actual or attempted unauthorized use or sabotage of any computers, machines or networks;
      • Introducing malicious programs into HelloPayments’ Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
      • Engaging in any monitoring or interception of data not intended for you without authorization;
      • Attempting to circumvent authentication or security of any host, network, or account without authorization;
      • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
      • Adapt, modify or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part;
      • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by HelloPayments in writing;
      • Using any method, software or program designed to collect identity information, authentication credentials, or other information;
      • Transmitting or receiving, uploading, using or reusing material that is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights;
      • Transmitting or receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights;
      • Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
      • Falsifying user identification information;
      • Using the Services for anything other than lawful purposes including, but not limited to, violating any applicable local, state, national or international law; or
      • Impersonating any person or entity, including, but not limited to, a HelloPayments representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
7. Copyright Protected Materials
   1. HelloPayments respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. HelloPayments has the right, but not the obligation, to remove from the Services any files, material, information, software or other material HelloPayments believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.
   2. If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: [email protected]
8. Right to Restrict or Terminate Access
   1. HelloPayments may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that HelloPayments in its reasonable discretion believes violates the letter or spirit of any of these Terms. If HelloPayments denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.
   2. HelloPayments may at any time choose to suspend indefinitely or terminate the Services for any purpose. In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, HelloPayments reserves the right to delete all of your Content, data, and other information stored on HelloPayments’ servers. HelloPayments will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by HelloPayments pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, HelloPayments will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.
   3. You may terminate these Terms by terminating your use of the Services and any related account. HelloPayments may terminate these Terms or suspend your use or access of the Services at any time upon written notice to you. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay HelloPayments any amounts owed to HelloPayments.
9. Security
   1. You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to HelloPayments any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords.
10. Disclaimer of Warranty
    1. Actual service coverage, speeds, locations and quality may vary. HelloPayments will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.
    2. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. HELLOPAYMENTS DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. HELLOPAYMENTS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.
    3. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, HELLOPAYMENTS’ WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
11. Limitation of Liability
    1. UNDER NO CIRCUMSTANCES WILL HELLOPAYMENTS, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“HELLOPAYMENTS PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
    2. A HELLOPAYMENTS PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID HELLOPAYMENTS FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.
    3. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE HELLOPAYMENTS PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
    4. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY HELLOPAYMENTS TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
12. Indemnity
    1. You agree to defend, indemnify and hold the HelloPayments Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; or (iv) your use of the Services. HelloPayments reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
13. Dispute Resolution
    1. Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
14. Electronic Notices and Disclosures
    1. You acknowledge and agree that HelloPayments may provide notices and other disclosures to you electronically by posting such notices or other disclosures on HelloPayments’ website or by emailing it to you at any email address provided to HelloPayments by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
15. Changes to the Terms
    1. We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the website page hosting these Terms. As your next visit to or use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you visit or use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account.
    2. Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.
16. Third-Party Terms & Content
    1. We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not a publisher of third-party content accessed through the Services and are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service.
    2. From time to time, the Services may contain references or links to third-party materials not controlled by HelloPayments or its suppliers or licensors. HelloPayments provides such information and links as a convenience to you and should not be considered endorsements of such sites or any content, products or information offered on such sites. You acknowledge and agree that HelloPayments is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked to the Services. You are responsible for evaluating whether you want to access or use a third party sites. Accordingly, if you decide to use third party sites, you do so at your own risk and agree that this Agreement does not apply to your use of any third party sites. You should review any applicable terms or privacy policy of a third party sites before using it or sharing any information.
    3. If you are accessing the Services through an application from the Apple App Store, you and HelloPayments agree to the following additional terms:
       1. HelloPayments and you acknowledge that these Terms are concluded between you and HelloPayments only, and not with Apple, and HelloPayments, not Apple, is solely responsible for the Services and the content thereof. HelloPayments and you agree to be bound by the App Store Terms of Service as of the Effective Date (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein).
       2. You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service.
       3. To the extent set forth herein or required by applicable law, HelloPayments is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
       4. HelloPayments, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be HelloPayments’ sole responsibility, to the extent not disclaimer herein.
       5. HelloPayments and you acknowledge that HelloPayments, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
       6. Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights.
       7. If you send SMS messages through Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use.
       8. If you authorize HelloPayments to access your Address Book on your iOS product, you acknowledge and agree that HelloPayments may access and use such data to invite share job with your contacts.
    4.  HelloPayments may send you Push Notifications and use your geo-location data if you authorize HelloPayments to do so.
17. Miscellaneous
    1. These Terms, along with any rules, guidelines, or policies published on the HelloPayments homepage constitute the entire agreement between HelloPayments and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by HelloPayments. Notwithstanding the foregoing, HelloPayments reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. These Terms shall be governed by, and construed in accordance with, the laws of the state of Tennessee, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Nashville, Tennessee. The parties each hereby consent to the jurisdiction and venue in Nashville, Tennessee and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that HelloPayments shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of HelloPayments. HelloPayments’ failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that HelloPayments may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to HelloPayments, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to HelloPayments. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and HelloPayments, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Agreement.

If you have any questions, complaints, or claims, you may contact HelloPayments by:

Send email to: [email protected]

Call us at: 855-69-HELLO

Send mail to our address:

Monarch Payment Advisors, Inc.
Attn: Privacy Policy Inquiry
3247 Kinnard Springs Rd
Frankling, TN 37064

Acceptable Use Policy

This HelloPayments Acceptable Use Policy (“AUP” or “Policy”) is a legal agreement between Monarch Payment Advisors, LLC d/b/a HelloPayments (“HelloPayments”, “HP”, “us”, “our”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the HelloPayments account page to receive certain payment gateway services, data, technology and analytics services, or other services that may be offered by HelloPayments or its affiliates ( “Service(s)”) or is otherwise accessing or using HP’s websites ( “Website(s)”), services or content governed by this Policy. This Policy describes the terms and conditions that apply to the acceptable use of the Services and Websites.

If you do not understand any of the terms of this AUP, please contact us before using the Services.

You may not access or use any Services or the Websites unless you agree to abide by all of the terms and conditions in this AUP. Your use of our site means that you accept, and agree to abide by, all the policies in this AUP, which supplement our Website Terms of Use available at https://hellopayments.net/privacy-and-terms/.

Overview

This Policy explains how the Services are to be used and specifies what actions are prohibited.  While this Policy is as complete as possible, no policy can cover every situation, and thus the user is asked additionally to use common sense when using Services.  Questions on what constitutes acceptable use should be directed to [email protected].

Purpose

Since inappropriate use of systems exposes HP and its affiliates and partners to risk, it is important to specify exactly what is permitted and what is prohibited.  The purpose of this Policy is to detail the acceptable use of information technology resources for the protection of all parties involved.

Scope

The scope of this Policy includes any and all use of the Services or Websites, including but not limited to, computer systems, email, networks, and Internet connections.

Policy

Unacceptable Use

The following actions shall constitute unacceptable use of the Services or Websites.  This section is not exhaustive, but is included to provide a frame of reference for types of activities that are deemed unacceptable.

Prohibited Actions

The user may not use HP’s Services, Websites, networks or systems to:

• Engage in activity that is illegal under local, state, federal, or international law (see section “Use for Illegal Activities” for more information).
• Engage in any activities that may cause embarrassment, loss of reputation, or other harm to HP or its affiliates or partners.
• Download, store, or distribute violent, perverse, obscene, lewd, or offensive material.
• Disseminate defamatory, discriminatory, vilifying, sexist, racist, abusive, rude, annoying, insulting, threatening, obscene or otherwise inappropriate messages or media.
• Engage in activities that cause an invasion of privacy.
• Engage in activities that cause disruption to the workplace environment or create a hostile workplace.
• Make fraudulent offers for products or services.
• Reveal personal or network usernames or passwords to others, including family, friends, or other members of the household when working from home or remote locations.

Circumvention of Security

Attempting to circumvent any security systems, authentication systems, user-based systems, or the escalation of privileges is expressly prohibited.  This includes disabling or tampering with any HP-supplied security software, such as antivirus/anti-malware software or remote access software.

Use for Illegal Activities

No Services, Websites, networks or computer systems may be used for activities that are considered illegal under local, state, federal, or international law. Such actions may include, but are not limited to, the following:

• Unauthorized port scanning.
• Unauthorized network hacking, including: packet sniffing, port scanning, packet spoofing, denial of service, wireless hacking.
• Any act that may be considered an attempt to gain unauthorized access to or escalate privileges on a computer or other electronic system.
• Acts of terrorism.
• Cybercrime, extortion, or identity theft.
• Downloading, storing, or distributing any material prohibited by law.
• Downloading, installing, or distributing unlicensed or “pirated” software.
• Sending unsolicited bulk email or other messages deemed illegal under applicable regulations.

HP may take any actions it deems appropriate to report and prosecute any violations of this Policy.

Copyright Infringement

The Services must not be used to download, upload, or otherwise handle illegal and/or unauthorized copyrighted content. Any of the following activities constitute violations of the AUP, if done without permission of the copyright owner:

• Copying and sharing images, music, movies, or other copyrighted material using P2P file sharing or unlicensed media;
• Posting or plagiarizing copyrighted material; and
• Downloading copyrighted files which has not already legally procured.

This list is not meant to be exhaustive. Copyright law applies to a wide variety of works and applies to much more than is listed above.

Monitoring and Privacy

HP reserves the right to monitor any and all use of the Services and Websites.  To ensure compliance with HP policies, this may include the interception and review of any emails or other messages sent or received, as well as the right to monitor:

• transmission and storage of files, data, and messages
• inspection of data stored on personal file directories,
• hard disks,
• removable media;
• Internet/network usage.

Reporting of a Security Incident

If a security incident or breach of any security policies is discovered or suspected, the user must immediately notify HP via [email protected]. Examples of incidents that require notification include:

• Suspected compromise of login credentials (username, password, etc.)
• Suspected virus/malware/Trojan infection
• Loss or theft of any device that contains information
• Loss or theft of ID badge, keycard, or multi-factor authentication token
• Any attempt by any person to obtain a user’s password over the telephone or by email
• Any other suspicious event that may impact HPT’s or its affiliates’ information security

Users must treat a suspected security incident as confidential information, and report the incident immediately to [email protected]. Users must not withhold information relating to a security incident or interfere with an investigation.

Right of Termination

In addition, HP reserves the right to terminate the Services immediately and without advance notice if HP, in its sole discretion, believes that you have violated any of the above restrictions, leaving you responsible for the full charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee and any penalties (if applicable), all of which immediately become due and payable.

Applicability of Other Policies

This document is part of HP’s cohesive set of security policies.  Other policies may apply to the topics covered in this document and, as such, the applicable policies should be reviewed as necessary.

Amendment

HelloPayments reserves the right, in its discretion, to amend this Policy at any time by posting amendments on this Website or through the Services. You are responsible for periodically reviewing the amendments on the Website and through the Services, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this Website. Access to this Website or use of this Website or Services after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions.