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Merchant Processing Services Terms

The Merchant Processing Services Terms, together with the Commercial User Terms (except Sections 1.6(a), 1.6(c), 1.6(d), and 1.6(e) of the Commercial User Terms), govern User’s access to and use of the Merchant Processing Services. Unless otherwise defined in this Platform Agreement, capitalized terms used in the Merchant Processing Services Terms have the meanings set forth in Section 15 of the Merchant Processing Services Terms. Moov reserves the right to decline, suspend, or terminate User’s ability to access and use of the Merchant Processing Services if User fails to meet the due diligence underwriting requirements applicable to the Merchant Processing Services.

Moov’s FI Partner, Pathward National Association (“Acquirer”), is a party to this Platform Agreement with respect to the Merchant Processing Services solely for Visa, Mastercard, and Discover Transactions. Accordingly, in addition to constituting a legally binding agreement between Moov and User, this Platform Agreement also will constitute a legally binding merchant agreement between Acquirer and User with respect to the Merchant Processing Services. Acquirer sponsors Moov as a third party agent, service provider, or other similar designation under the Network Rules of Visa, Mastercard, and Discover, allowing Moov, in conjunction with Acquirer, to process Transactions through such Networks. Acquirer’s responsibilities are limited to the sponsorship and settlement of certain Transactions submitted in accordance with this Platform Agreement and the Network Rules, and Acquirer will not have any obligations or liability of any nature in connection with any services or instructions of any kind provided by Moov or its Affiliates or by a Company or other FI Partner or their Affiliates, as applicable, including any Transactions involving American Express.

Acquirer Disclosure

Acquirer: Pathward, National Association, 5501 S. Broadband Lane, Sioux Falls, South Dakota, 57108, 1-866-550-6382

Important Acquirer Responsibilities:

Important User Responsibilities:

The responsibilities listed in the above Acquirer Disclosure do not supersede terms of this Platform Agreement and are provided to ensure the User understands important obligations of each party and that Acquirer is the ultimate authority should User have any problems.

Moov will make available the above Acquirer Disclosure to User at: https://moov.io/legal/platform-agreement/.

1. Merchant Processing Services.

Moov, as an agent of, and in conjunction with, Acquirer, will provide or otherwise make available the Merchant Processing Services to User in order for User to accept Payment Methods in connection with the sale of User’s products or services or User’s acceptance of donations in accordance with the terms and conditions of this Platform Agreement. User hereby authorizes and directs Moov and Acquirer to receive, submit, and settle Transactions on behalf of User and to receive Settlement from the Networks on behalf of User in connection with the Merchant Processing Services pursuant to the terms of this Platform Agreement and the Network Rules. Moov may add or remove Payment Methods supported by the Merchant Processing Services from time to time.

2. Limited Acceptance Options.

Visa offers merchants the following categories of limited acceptance of payment credentials, and merchants may opt to accept one or both categories: the Visa credit and business category and the Visa debit category. Mastercard offers the following categories of limited acceptance of payment credentials: the debit Mastercard category, the other Mastercard category, and the debit and other Mastercard category. Notwithstanding the foregoing, User hereby elects not to participate in any limited acceptance program offered by the Networks.

3. Certain Operational Obligations of User.

3.1. Cooperation. User will cooperate with Moov and Acquirer in connection with the Merchant Processing Services, including by providing all necessary information, data, and documentation required or requested by Moov, Acquirer, or any Network and promptly responding to all inquiries and requests from Moov, Acquirer, or any Network.

3.2. Network Matters.

  • Network Rules. User acknowledges and agrees that User’s access to and use of the Merchant Processing Services is subject to the Network Rules, which may be available by visiting the websites of the applicable Networks. User will comply with all Network Rules that apply directly or indirectly to User’s acceptance of Payment Methods or to User’s exercise of its rights or performance of its obligations in connection with this Platform Agreement. Additionally, User will not take any action, or fail to take any action, that could cause Moov or Acquirer to violate the Network Rules or that could cause Moov or Acquirer to be subject to any fines, penalties, non-compliance assessments, or other similar amounts from any Network.
  • Network Enforcement Rights. User acknowledges and agrees that any Network may enforce any provision of the Network Rules against User in connection with this Platform Agreement. User further acknowledges and agrees that any Network may prohibit User from engaging in any conduct that could injure, or could create a risk of injury to, the Network or that could adversely affect the integrity or the confidential information of the Network. User acknowledges and agrees that User will not take any action that could interfere with or prevent the exercise of the above rights by any Network.

3.3. No Risk of Injury. User will not engage in any conduct that could create risk of harm or injury to Moov, Acquirer, or any Network as determined by Moov, Acquirer, or such Network, as applicable.

3.4. Customer Relationships. User is responsible for all aspects of User’s relationships with any Customer, including for verifying the identity of the Customer and ensuring the Customer is the owner or authorized user of the Payment Method presented to User by the Customer, determining the Customer’s eligibility and authority to initiate and complete any Transaction, and obtaining and maintaining all authorizations and consents to submit Transactions initiated with the Payment Method provided by the Customer.

3.5. Payment Method Acceptance Policies. User will be responsible for establishing, maintaining, and clearly disclosing to Customers all policies and procedures applicable to any Transaction initiated by a Customer, including User’s refund policies and procedures, and for ensuring such policies and procedures comply with Applicable Law and Network Rules. User will ensure that it discloses all policies and procedures applicable to a Transaction to the Customer prior to the completion of such Transaction by the Customer. User will not discriminate against any brand of Payment Method in User’s application of its refund policies and procedures.

3.6. Transactions.

  • Disclosures. User will be responsible for ensuring each Customer understands User’s responsibility for any Transaction between the Customer and User, including for User’s products and services that are the subject of the Transaction. User will accurately and completely disclose the nature and terms of each Transaction to each Customer prior to the completion of such Transaction by the Customer, including any applicable warranties (or disclaimers thereof), policies and procedures, fulfillment schedules, and restrictions on returns.

  • Specific Requirements for Individual Transactions. User will ensure that each Transaction submitted by User to Moov (1) is authorized by the Customer and is not the result of any fraudulent, suspicious, or otherwise unusual activity, (2) is submitted by User and not on behalf of any third party, (3) arises from a genuine sale of User’s products or services, (4) results in User’s simultaneous or prompt delivery of User’s products or services to the Customer as agreed by the Customer; (5) is originated in the Territory; (6) does not arise out of or relate to any illegal, unethical, or prohibited activity; (7) is not subject to any dispute, set-off, or counterclaim; and (8) does not violate Applicable Law, Network Rules, or this Platform Agreement.

  • Recurring or Subscription Transactions. If User submits any Transactions on a recurring or subscription basis, then User will be responsible for (1) understanding and complying with all Applicable Law and Network Rules applicable to such Transactions, including by providing all disclosures, notices, and receipts in connection with such Transactions, (2) clearly, accurately, and completely disclosing to Customers the terms and conditions applicable to such Transactions, including how Customers can cancel or unsubscribe from such Transactions, and (3) obtaining and maintaining all authorizations and consents from Customers necessary or appropriate for User and Moov to initiate such Transactions on a recurring or subscription basis and to maintain on file and use their Payment Method credentials for recurring, subscription, and other future transactions.

  • Transaction Receipts. For each Transaction submitted by User, User will provide the Customer with a complete and accurate receipt and User will ensure such receipt complies with Applicable Law and Network Rules, including as it relates to the content and method of delivery of such receipt.

  • Contact Methods. User will provide or otherwise make available multiple methods for Customers to contact User in connection with any Transaction, including through telephone, email, and User’s application, website, or other digital commerce technology platform, and will provide or otherwise make available clear instructions on how Customers can contact User.

  • Customer Service. User will provide or otherwise make available customer service to Customers in connection with any Transaction and will use commercially reasonable efforts to promptly respond to, address, and resolve any issues arising out of or relating to any Transaction. User will maintain customer service information that is readily available for review by Customers.

  • Transaction Disputes.

    • Generally. As between Moov and User, User will be responsible for all Transaction Disputes. A Transaction Dispute may arise for any number of reasons, including if (i) an invalid Payment Method is used in connection with a Transaction; (ii) a Customer or the Person authorized by the Customer does not receive the products or services purchased; (iii) a Customer disputes the quality of the products or services received from User; (iv) a Customer does not receive a credit for a returned item or a cancelled order; (v) a Customer is charged incorrectly; (vi) an authorization code for a Transaction is invalid; (vii) a Payment Method used in connection with a Transaction has expired or is not activated; (viii) a Transaction is reversed by Moov or any financial institution for any reason, (ix) a Transaction is not authorized; (x) a Transaction is made without authorization of the owner of the underlying Payment Method account; (xi) a Transaction violates Applicable Law or Network Rules; (xii) a Transaction is allegedly unlawful, suspicious, or in violation of this Platform Agreement; (xiii) a Transaction is initiated with a lost or stolen Payment Method.
    • Responding to Transaction Disputes. User agrees to promptly respond to, address, and resolve all Transaction Disputes and any inquiries or requests arising out of or relating to Transaction Disputes.
    • Deductions for Transaction Disputes. Moov or Acquirer, through instruction from Moov, may deduct the amount of any Transaction Dispute (and any associated fees, fines, penalties, assessments, and other similar amounts assessed by any Network) from any User accounts or amounts otherwise due to User as further described in the Merchant Processing Services Terms. Upon the expiration or termination of the Merchant Processing Services, Moov may withhold or delay any payments otherwise due to User to guard against any risk of loss if there is any pending Transaction Dispute arising out of or relating to User’s access to and use of the Merchant Processing Services or if Moov or Acquirer reasonably believes that a Transaction Dispute may occur.
    • Excessive Transaction Disputes. If User experiences an excessive amount of Transaction Disputes, then User may become subject to additional monitoring by Moov, Acquirer, or the Networks. User is responsible for monitoring User’s monthly Transaction Dispute percentage and for developing Transaction Dispute reduction programs as required by Moov, Acquirer, or the Networks. Additionally, in response to excessive Transaction Disputes experienced by User, Moov and Acquirer also may establish controls or conditions that govern User’s Moov Account as further described in the Merchant Processing Services Terms.
    • Refunds. Moov may decline to act upon a refund instruction or delay execution of such instruction if: (i) such instruction would cause User’s Moov Balance to become negative; (ii) User is the subject of bankruptcy, insolvency, or any other suspension of User’s business operations; or (iii) where Moov otherwise believes that there is a risk that User will not meet User’s liabilities under the Merchant Processing Services Terms (including with respect to the payment that is the subject of the refund instruction).
    • Transaction Disputes for Users Accessing and Using the Merchant Processing Services through a Company. If User accesses and uses the Merchant Processing Services through a Company, then User hereby acknowledges and agrees that: (i) the Company may establish policies and procedures governing the manner in which Transaction Disputes are addressed and resolved, (ii) User will be responsible for requesting, reviewing, and understanding the Transaction Dispute policies and procedures established by the Company, and (iii) Moov will not be responsible or liable to User for the enforcement of the Transaction Dispute handling policies and procedures established by the Company or for any of Moov’s acts or omissions based on following the instructions of the Company with respect to addressing or resolving any Transaction Dispute.

  • Processing Errors. User will immediately notify Moov upon becoming aware of any erroneous or missing Transaction. User’s failure to timely notify Moov of any erroneous or missing Transaction will be considered a waiver of any right or claim User may have to any amounts associated with such Transaction. Moov will reasonably investigate any timely claim associated with an erroneous or missing Transaction for 60 days following Moov’s receipt of notice from User.

3.7. Certain Network-Required Provisions.

  • User will not require any Customer to complete a postcard or similar device that includes, in plain view when mailed, the Customer’s Payment Method account number, expiration date, or any other Payment Method account data or the Customer’s signature.
  • User will not request a card security code (e.g., CVV2, CVC2) from any Customer for a card-present Transaction or store any “Card Verification Value 2” information after a Transaction has been authorized.
  • User will not directly or indirectly require any Customer to pay any surcharge, any part of any merchant discount, or any contemporaneous finance charge in connection with a Transaction, except as otherwise permitted by, and in accordance with, Applicable Law and Network Rules.
  • User will not establish a minimum or maximum Transaction amount as a condition for honoring any Payment Method, except with respect to a Transaction conducted with a credit card issued in the United States.
  • User will not disburse any funds in the form of cash to a Customer unless (1) User is participating in an authorized cash-back service provided by a Network, or (2) User is dispensing funds in the form of traveler’s checks, foreign currency, or any other form authorized by Network Rules; provided, however, that User may not issue a traveler’s check if the sole purpose is to allow a Customer to make a cash purchase of products or services from User.
  • User will not submit a Transaction that does not result from an act between User and a Customer.
  • User will not Impose, as a condition of accepting any Payment Method, a requirement that a Customer waive a right to dispute a Transaction.
  • User will not use a Payment Method account or Transaction data to create or maintain a repository of Network token primary account numbers (each, a “PAN”) and corresponding account PANs or perform mapping of such token PANs to account PANs for any purpose.
  • User will not request or use a Payment Method account number for any purpose other than as payment for User’s products, services, or donations.
  • User will not add any tax to any Transaction, unless Applicable Law expressly requires that User be permitted to impose the tax.
  • User will not request or encourage a Customer to use a Payment Method with an acceptance brand other than the one initially presented by the Customer or a form of payment other than the one initially presented by the Customer.
  • User will not display the marks of any Network at any point-of-sale terminal that dispenses scrip.
  • User will not disparage any Network or any Network’s products, programs, services, networks, or systems.

3.8. Certifications. From time to time, Moov, Acquirer, or any Network may request or require User to make certifications regarding User’s access to and use of the Merchant Processing Services. Upon request, User will provide any certifications reasonably requested or required by Moov, Acquirer, or any Network, including a written certification statement signed by one or more duly authorized senior executives or officers of User attesting that: (a) the country specified to Moov as User’s location in the information provided by User at the time User signed up to access and use the Moov Services complies with Network Rules and this Platform Agreement; and (b) the address disclosed to Customers and appearing in Transaction messages is a location in the specified country and is an address from which User is conducting approved business activity and operations.

3.9. No Transfer of Liability. User will not transfer, or attempt to transfer, any financial liability in connection with any Transaction to a Customer. Without limiting the generality of the foregoing, User will not request or require any Customer to waive any dispute rights that the Customer may have as a matter of Applicable Law or Network Rules.

3.10. Liability for Representatives. User will ensure that all directors, officers, employees, and agents of User comply with Applicable Law, Network Rules, and this Platform Agreement. User will be responsible and liable for all acts and omissions of any director, officer, employee, or agent of User in connection with the Merchant Processing Services.

4. Settlement.

4.1. Generally. Moov will arrange for the settlement of User’s Transactions in connection with the Merchant Processing Services (“Settlement”) as set forth in this Section 4 of the Merchant Processing Services Terms. User understands that this Section 4 of the Merchant Processing Services Terms sets forth the Settlement process to be used in conjunction with the Merchant Processing Services as of the Effective Date. User acknowledges and agrees that Moov or Acquirer may change the Settlement process from time to time as may be necessary, appropriate, or desirable by Moov or Acquirer. Moov will use commercially reasonable efforts to notify User of any material change to the Settlement process in advance of such change to the extent such change will directly affect User.

4.2. Net Settlement. Settlement will occur on a net-Settlement basis. To determine net-Settlement amounts due to User in connection with the Merchant Processing Services, Moov will calculate the total amount of User’s Transactions in connection with the Merchant Processing Services during the applicable calculation period and will reduce such amount by any settlement, payment, reserve, or other financial obligations of User in connection with the Merchant Processing Services, which will include: (a) any fees, charges, expenses, or other similar amounts owed by User in connection with the Merchant Processing Services; (b) any amounts associated with any Transaction Disputes; (c) any fines, penalties, assessments, or other similar amounts assessed by any Governmental Authority, Network, or Acquirer; and (d) any reserve required to be maintained by User as set forth in this Section 4.

4.3. Receipt of Settlement from Networks. Following the receipt of Settlement amounts from the Networks, Moov will calculate net-Settlement amounts payable to User as described in Section 4.2 and Acquirer will, at the instruction of Moov, transfer such amounts into User’s Holding Account and Moov will record the same to User’s Moov Balance. Upon Acquirer’s transfer of Settlement amounts to the Holding Account as provided herein, User acknowledges and agrees that Acquirer has provided the Settlement funds directly to User and has satisfied its Settlement obligations under the Network Rules. Acquirer does not hold, and is not responsible for, User’s Holding Account, which is maintained with another FI Partner of Moov. Moov will be responsible for providing Acquirer with accurate information regarding User’s Holding Account and Moov Balance. Acquirer will not be liable for any delays in receipt of Settlement funds or errors in debit or credit entries caused by User, Moov, or any other Person, including any delays or errors resulting from errors in Holding Account or Moov Balance information.

4.4. Adjustments to Settlement Amounts. If User believes any adjustments should be made to User’s Settlement amount, then User must notify Moov in writing within sixty (60) days after any debit or credit is made to your Holding Account for Settlement. If you notify Moov after such 60-day period, then Moov has no obligation to investigate or make any adjustments.

4.5. Right of Set-Off. User hereby authorizes Moov and Acquirer to set-off and reduce from any Settlement amounts payable to User any settlement, payment, reserve, or other financial obligations of User in connection with the Merchant Processing Services.

4.6. Restrictions on Settlement Amounts. In addition to any other rights and remedies available to Moov or Acquirer in connection with this Platform Agreement, Moov and Acquirer may restrict User’s access to Settlement amounts to the extent Moov or Acquirer reasonably determine such action may be necessary or appropriate, including to guard against risk of loss or to address any issue of noncompliance with this Platform Agreement by User.

5. Reserve Account.

5.1. Generally. In addition to any other rights of Moov or Acquirer in connection with this Platform Agreement, Moov or Acquirer may establish a reserve account (“Reserve Account”) to hold funds in reserve or may impose conditions on the release of funds to which User may otherwise be entitled (e.g., Settlement amounts) in order to secure any of User’s existing or future obligations in connection with the Merchant Processing Services (a “Reserve”) upon the occurrence of any fact, circumstance, or event that Moov or Acquirer determines could expose Moov, Acquirer, or any Network to unacceptable risk of loss or liability. The amount of any Reserve will be determined by Moov or Acquirer based on various factors, including User’s processing history (e.g., historical Transaction volume, Transaction Disputes, fines, penalties, assessments, or other similar amounts assessed by any Governmental Authority, Network, or Acquirer, etc.), User’s anticipated Transaction volume, User’s compliance with this Platform Agreement, the nature of User’s business and products or services, and the potential risk of loss or liability to Moov, Acquirer, or any Network. The amount of the Reserve may change from time to time as reasonably determined by Moov or Acquirer and communicated to User in accordance with this Platform Agreement.

5.2. Funding a Reserve. Upon the occurrence of any fact, circumstance, or event giving rise to Moov’s or Acquirer’s right to require a Reserve Account, User hereby authorizes Moov or Acquirer, at the direction of Moov, to fund the Reserve Account by setting off Settlement amounts payable to User and debiting amounts from User’s Moov Balance and Linked Account. If User does not have sufficient funds in User’s Moov Balance and Linked Account to fund the Reserve Account, then User will immediately fund User’s Reserve Account in accordance with Moov’s instructions. User acknowledges and agrees that its failure to fund a Reserve Account as required in accordance this Section 5 may result in the suspension of User’s access to and use of the Merchant Processing Services.

5.3. Security Interest. In order to secure the obligations of User to Moov in connection with the Merchant Processing Services, User hereby grants to Moov a first lien and security interest in, and continuing lien on, all of User’s right, title, and interest in and to the Reserve Account and all funds in the Reserve Account and the Reserve amounts, whether now owned or existing or hereafter created, acquired, or arising. User hereby authorizes Moov to execute and file, at User’s cost and expense, any documents and to take any such other actions as may be necessary or appropriate to create, perfect, maintain, and enforce the security interest granted hereunder, including the filing of any financing statements, and User hereby agrees to execute all such documents and to take any such other actions as may be necessary, appropriate, or reasonably requested by Moov or Acquirer in furtherance of creating, perfecting, maintaining, and enforcing the security interest granted hereunder. User represents and warrants that User has good, complete, and marketable title to all of the assets, accounts, and receivables to which User grants a lien and security interest hereunder, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of, Moov. The security interest granted to User hereunder may be exercised by Moov without notice or demand of any kind.

6. Fees.

User agrees to pay the Payment Acceptance Transaction Fees in connection with its access to and use of the Merchant Processing Services. The Payment Acceptance Transaction Fees will be communicated to User by the Company prior to User’s acceptance of this Platform Agreement. By agreeing to this Platform Agreement, User hereby represents and warrants that the Payment Acceptance Transaction Fees have been disclosed to User and that User reviewed and understands the Payment Acceptance Transaction Fees applicable to its access to and use of the Merchant Processing Services.

7. Network Marks.

Except as otherwise expressly permitted by a Network, User will not use, display, or reproduce the Marks of any Network. User will comply with all branding, reproduction, usage, and artwork standards established by the Networks from time to time applicable to the use of their Marks. User (a) acknowledges that each Network is the sole owner of such Network’s Marks, (b) agrees not to contest the ownership of the Marks of any Network for any reason, and (c) agrees that any Network may prohibit User from using the Marks of such Network for any reason. User will immediately cease any use, display, and reproduction of the Marks of any Network upon the earlier of User’s receipt of notice of the same from such Network or the effective date of the expiration or termination of the Merchant Processing Services Terms.

8. Network Security Requirements.

User will comply, and will cause any applicable third party utilized by User to comply, with all applicable PCI Standards and Network Security Programs in connection with its access to and use of the Merchant Processing Services. Upon request, User will provide or otherwise make available to Moov, Acquirer, and any Network any documentation requested to evidence User’s and any applicable third party’s compliance with all applicable PCI Standards and Network Security Programs, including any applicable tests, scans, and assessments. If User experiences a Security Incident, then User will notify Moov of such Security Incident and will otherwise cooperate with Moov in connection with such Security Incident in a manner that enables Moov, Acquirer, and User to satisfy their applicable obligations under Applicable Law, Network Rules, and FI Partner Guidelines with respect to such Security Incident. Subject to Section 3.13 of the Commercial User Terms, User will notify Moov if User uses any third party that provides payment related services, directly or indirectly, and/or stores, transmits, or processes data of any Person making payment (including cardholder data), and User is responsible for ensuring such third party complies with all applicable PCI Standards and the terms and conditions of this Platform Agreement. Without limiting any other restrictions under this Platform Agreement, User will not sell, transfer, or disclose any materials that contain data of any Person making payment (including cardholder data) or information (including account numbers and personal information), or other transaction information to any third party. User and/or its agent shall notify Moov and, at Moov’s discretion, either return any data and information to Moov or provide Moov with acceptable proof of destruction of such data and information. If User is undergoing a forensic investigation regarding compliance with PCI Standards and Network Security Programs at the time User executes this Platform Agreement, or at any time during the Term of this Platform Agreement, then User must fully cooperate with the investigation until completed.

9. Representations, Warranties, and Covenants of User.

By submitting a Transaction through the Merchant Processing Services, User represents and warrants, as of the date and time of submission of the Transaction, as follows: (a) the Transaction is not a previously disputed Transaction subsequently returned to User; (b) the Transaction is not knowingly illegal, fraudulent, or unauthorized or a Transaction that User should have known is illegal, fraudulent, or unauthorized; (c) the Transaction is not the submission of an authorization request or Transaction by User on behalf of another merchant or other third party; (d) the Transaction is not conducted with a credit card and does not represent the refinancing or transfer of an existing cardholder obligation that has been deemed to be uncollectible; (e) the Transaction does not arise from the dishonor of a cardholder’s personal check; (f) the Transaction will not damage the goodwill of any Network or reflect negatively on the Marks of any Network, in such Network’s sole discretion; (g) the Transaction does not arise from the acceptance of a Payment Method at a scrip-dispensing terminal; and (h) User prominently and clearly discloses at all point-of-interaction locations: (1) the name of User so that cardholders can easily distinguish User from any other party; and (2) the country location of User to enable the cardholder to easily determine, among other things, whether the Transaction will be domestic or cross-border.

10. Suspension and Termination.

10.1. Acquirer and Network Rights. User acknowledges that Acquirer or any Network may limit, suspend, or terminate, or may require Moov to limit, suspend, or terminate, User’s access to and use of the Merchant Processing Services at any time for any reason. If Acquirer or any Network limits, suspends, or terminates, or requires Moov to limit, suspend, or terminate, User’s access to and use of the Merchant Processing Services, then Moov may limit, suspend, or terminate User’s access to and use of the Merchant Processing Services.

10.2. Moov Termination Rights. Moov may immediately suspend or terminate User’s access to and use of the Merchant Processing Services if:

  • Any significant circumstances exist that create harm or loss of goodwill to the Networks;
  • Any Network de-registers Moov and makes Moov’s continued provision of the Merchant Processing Services impracticable; or
  • Acquirer ceases to be a Network member for any reason or fails to maintain a valid license to use the Marks of any Network.

10.3. MATCH List. The Networks maintain a list called the Member Alert to Control High-risk Merchants (“MATCH”) indicating those merchants who have had their merchant agreements or payment acceptance rights terminated for cause. User agrees that if this Platform Agreement is terminated for cause, Moov may report User to the Networks for inclusion on the MATCH list, and User waives and holds harmless Moov and Acquirer from any and all Claims and Losses which User may have as a result of such reporting.

11. American Express Cardrefresher Services.

11.1. In connection with the Merchant Processing Services, User may receive certain cardrefresher services (the “Cardrefresher Services”) from American Express or its Affiliates (collectively, “American Express”). If User accesses or uses the Cardrefresher Services, User will comply with the following additional terms and conditions in connection with User’s access to and use of the Cardrefresher Services:

  • User will comply with the American Express User Guide, which will be and remain the confidential information of American Express and will take all action deemed necessary or appropriate by Moov to facilitate Moov’s compliance with the American Express User Guide.
  • User will not (i) resell, loan, rent, lease, pledge, assign, license, sub-license, or otherwise transfer any of its rights to access or use the Cardrefresher Services or any data received in connection with the Cardrefresher Services; (ii) modify, edit, adapt, reproduce, translate, transform, recast, manipulate, or create derivative works of the Cardrefresher Services or any components thereof for any reason; or (iii) use the Cardrefresher Services or any data received in connection with the Cardrefresher Services for marketing purposes.
  • To the extent that User has to undertake any certification in connection with the Cardrefresher Services, User will complete the certification process in accordance with the American Express User Guide and Moov’s instructions.
  • User will (i) provide, maintain, and operate its workstations, software, internet access, and hardware in User’s use locations that send data to and receive data from the Cardrefresher Services and all aspects of the physical, technical, and administrative security of the data within User’s use locations; and (ii) notify Moov of any material changes to the connectivity between User’s workstations, software, internet access, or hardware that may impact the Cardrefresher Services, not less than 90 days prior to implementation of such changes.
  • When User registers a cardmember for the Cardrefresher Services, and with respect to User’s customers who have previously entered into a stored credential or card-on-file arrangement with User, User will provide adequate connectivity so that User is receiving the cardmember’s updated American Express card account status (including cancellation of the American Express card account) or changes to the cardmember’s American Express card number or expiration date from the issuer of the applicable American Express card.
  • User will notify cardmembers that American Express cards issued by certain banks may not be eligible for the Cardrefresher Services and that the cardmember should check with the applicable American Express card issuer to determine eligibility.
  • User will comply with and fulfill all cardmember requests to discontinue the Cardrefresher Services in accordance with the process set forth in the American Express User Guide.
  • User will safeguard, store, transmit, use, retain, destroy, and otherwise treat cardmember information obtained in connection with the Cardrefresher Services in accordance with the terms of the American Express User Guide and as otherwise deemed necessary or appropriate by Moov.
  • User will establish, implement, and maintain appropriate technical and organizational measures that (i) protect the security and integrity of any network, database, files, or systems on which cardmember information is transmitted, stored, or processed; and (ii) guard against the accidental or unauthorized access to or use, alteration, loss, or disclosure of cardmember information while such cardmember information is on User’s network, database, files, or systems.
  • User will not continue recurring billing charges if a cardmember has withdrawn consent for automatic or recurring billing charges or has requested removal of cardmember information from User’s network, database, files, or systems.
  • All cardmember information provided to User is and will remain the property of American Express. User will use all cardmember information for the sole purposes described in this Section 11 and will not provide or sell such cardmember information to third parties.
  • In addition to complying with the other confidentiality obligations in this Platform Agreement, User will regard and preserve as confidential the Cardrefresher Services and all information disclosed or made available to User pursuant to or in connection with the Cardrefresher Services, or which is based on, contains, or otherwise reflects all or any part of such information (the “Cardrefresher Confidential Information”). User will hold all Cardrefresher Confidential Information in confidence and, except as set out herein, will not release Cardrefresher Confidential Information to any third party without the prior written consent of American Express. User will limit access to Cardrefresher Confidential Information to those employees who, in User’s reasonable judgment, require access to such information. User will inform its employees of their obligations in connection with this Section 11 and will require its employees to treat Cardrefresher Confidential Information in accordance with the requirements hereof and all Applicable Law. Notwithstanding the foregoing, User will remain responsible and liable for any breach of this Section 11 by its employees.
  • User will take all action deemed necessary or appropriate by Moov to facilitate User’s or Moov’s compliance with this Section 11.

12. Additional Provisions Required by American Express.

12.1. Data. User acknowledges and agrees that Moov may disclose “Transaction Data,” “Sponsored Merchant Data,” and other information about User to American Express, agents, subcontractors, and employees and that American Express and its agents, subcontractors, and employees may use such information to perform under its agreement with Moov, operate and promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including as described in American Express Merchant Regulations. Solely for the purpose of this Section 12.1, “Transaction Data” and “Sponsored Merchant Data” have the meanings ascribed to them in the American Express Merchant Regulations.

12.2. User Not a Third-Party Beneficiary. User agrees that it is not a third-party beneficiary under the agreement between American Express and Moov.

12.3. Conversion to Direct Card Acceptance Relationship. User acknowledges that it may be converted from the Merchant Processing Services program to a direct card acceptance relationship with American Express if and when User becomes a high value merchant in accordance the American Express Merchant Regulations. Upon conversion, User agrees that User will be bound by American Express’s then-current card acceptance agreement and American Express will set pricing and other fees payable by User for card acceptance. If User becomes a high value merchant to American Express, then Moov will notify User.

12.4. Cardmember Offers. In an effort to encourage cardmembers to seek out and shop at small merchants that accept American Express, American Express may include small merchants in cardmember offers from time to time. There is no additional cost to User to be included in these offers. For more information, visit www.americanexpress.com/us/small-business/shop-small and click on the “Cardmember Offers” tab. There, User can view offer terms and conditions, determine if User’s business is an eligible small merchant that is included in any offers, and access any available signage to promote cardmember offers in which User is included to Customers.

12.5. Card Acceptance. User will display American Express’s Marks and otherwise honor American Express cards in accordance with the American Express Merchant Regulations. User must accept American Express cards as payment for products or services (other than those products and services prohibited under Section 3.3, “Prohibited Uses of the Card,” of the American Express Merchant Regulations) sold, or (if applicable) for charitable contributions made, at all of User’s establishments, except as expressly permitted by state statute. User is jointly and severally liable for the obligations of User’s establishments. User acknowledges that User may elect to accept Other Payment Products without also accepting American Express Cards (as such terms are defined in the American Express Network Rules).

12.6. Treatment of the American Express Brand.

  • Except as expressly permitted by Applicable Law, User must not: (a) indicate or imply that User prefers, directly or indirectly, any other payment products over the American Express card; (b) try to dissuade cardmembers from using the American Express Card; (c) criticize or mischaracterize the American Express card or any of American Express’s services or programs; (d) try to persuade or prompt cardmembers to use any other payment products or any other method of payment (e.g., payment by check); (e) impose any restrictions, conditions, disadvantages, or fees when the American Express card is accepted that are not imposed equally on all other payment products, except for electronic funds transfer, or cash or check; (f) suggest or require cardmembers to waive their right to dispute any Transaction; (g) engage in activities that harm American Express’s business or the American Express Brand (or both); (h) promote any other payment products (except User’s own private label card that User issues for use solely at User’s establishments) more actively than User promotes the American Express card; or (i) convert the currency of the original sale Transaction to another currency when requesting authorization or submitting Transactions (or both).
  • User may offer discounts or in-kind incentives from User’s regular prices for payments in cash, ACH funds transfer, check, debit card, or credit/charge card, provided that (to the extent required by Applicable Law): (i) User clearly and conspicuously disclose the terms of the discount or in-kind incentive to Customers; (ii) the discount or in-kind incentive is offered to all of User’s prospective Customers; and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable state statute, payment card network (e.g., Visa, Mastercard, Discover, JCB, American Express). The offering of discounts or in-kind incentives in compliance with the terms of this Section 12.6(b) will not constitute a violation of the provisions set forth in Section 12.6(a).

12.7. Treatment of the American Express Marks. Whenever payment methods are communicated to Customers, or when Customers ask what payments area accepted, User must indicate User’s acceptance of the American Express card and display American Express’s Marks (including any card application forms American Express may provide User) as prominently and in the same manner as any other payment products. User must not use American Express’s Marks in any way that injures or diminishes the goodwill associated with the American Express mark, nor in any way (without American Express’s prior written consent) indicate that American Express endorses User’s products or services. User will only use American Express’s Marks as permitted by this Platform Agreement and will cease using the American Express Marks upon termination of this Platform Agreement.

12.8. Treatment of American Express Cardmember Information. Except as otherwise specified, User must not disclose American Express cardmember information, nor use nor store it, other than to facilitate Transactions at User’s establishments in accordance with this Platform Agreement. For more information about protecting American Express cardmember information, see Chapter 8, “Protecting Cardmember Information,” of the American Express Merchant Regulations.

12.9. Website Information Display Guidelines. User will comply with the applicable website information display guidelines set forth in Section 13.4, “General Payment Aggregator Requirements,” of the American Express Merchant Regulations.

12.10. Industry-Specific Requirements. If User engages in activities in a specific industry identified in Chapter 12, “Specific Industries,” of the American Express Merchant Regulations, then User will comply with all applicable industry-specific terms and conditions set forth therein.

12.11. Prohibition against Billing or Collecting. User will not bill or collect from any Customer for any purchase or payment on the American Express card unless chargeback has been exercised, User has fully paid for such charge, and User otherwise has the right to do so.

12.12. Arbitration Agreement (as to Claims Involving American Express). This Section 12.12 sets forth the Arbitration Agreement as to Claims Involving American Express (the “Arbitration Agreement”). Definitions applicable to the Arbitration Agreement are set forth at the end of this Section 12.12. In the event that User or Moov is not able to resolve a Claim against American Express, or a claim against Moov or any other entity that American Express has a right to join in resolving a Claim, this Section explains how Claims can be resolved through arbitration. User or American Express may elect to resolve any Claim by individual binding arbitration. Claims are decided by a neutral arbitrator. If arbitration is chosen by any party, neither User nor Moov nor American Express will have the right to litigate that Claim in court or have a jury trial on that Claim. Further, User, Moov, and American Express will not have the right to participate in a representative capacity or as a member of any class or be a named party to a class-action with respect to any Claim for which any party elects arbitration. Arbitration procedures are generally simpler than the rules that apply in court, and discovery is more limited. The arbitrator’s decisions are as enforceable as any court order and are subject to very limited review by a court. Except as set forth below, the arbitrator’s decision will be final and binding.

  • Initiation of Arbitration. Claims will be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Arbitration Agreement and the selected organization’s rules in effect when the Claim is filed, except where those rules conflict with this Arbitration Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA). Any arbitration hearing that requires the physical presence of the parties shall take place in New York, unless all parties agree to an alternate venue.
  • Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. There will be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other merchants, or other persons or entities similarly situated. The arbitrator’s authority is limited to Claims between User, Moov, and American Express. Claims may not be joined or consolidated unless all parties to this Arbitration Agreement agree in writing. An arbitration award and any judgment confirming it will apply only to the specific case brought by User, Moov, or American Express and cannot be used in any other case except to enforce the award as between User, Moov, and American Express. This prohibition is intended to, and does, preclude User from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision and without waiving the right to appeal such decision, if any portion of these Limitations on Arbitration is deemed invalid or unenforceable, then the entire Arbitration provision (other than this sentence) will not apply.
  • Previously Filed Claims/No Waiver. User, Moov, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. User, Moov, or American Express may choose to delay enforcing or to not exercise rights under this arbitration provision, including the right to elect to arbitrate a Claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this Section applies to any class-action lawsuit relating to the “Honor All Cards,” “non-discrimination,” or “no steering” provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express card acceptance agreement, that was filed against American Express prior to the effective date of agreement between Moov and American Express.
  • Arbitrator’s Authority. The arbitrator shall have the power and authority to award any relief that would have been available in court, including equitable relief (e.g., injunction, specific performance) and, cumulative with all other remedies, shall grant specific performance whenever possible. The arbitrator shall have no power or authority to alter the agreement between Moov and American Express or any of its separate provisions, including this Section, nor to determine any matter or make any award except as provided in this Section.
  • Split Proceedings for Equitable Relief. User, Moov, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits to preserve the status quo pending completion of such process. This Section shall be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all reasonable attorneys’ fees and costs, including legal fees, to be paid by the party against whom enforcement is ordered.
  • Small Claims Court. American Express shall not elect to use arbitration under this Section for any Claim User properly files in a small claims court so long as the Claim seeks individual relief only and is pending only in that court. Injunctive relief sought to enforce the confidentiality and proprietary rights provisions of this Platform Agreement is not subject to the requirements of this Section. This Section is not intended to, and does not substitute for the ordinary business practices, policies, and procedures of Moov or American Express, including the rights of Moov or American Express to chargeback and to create reserves.
  • Governing Law/Arbitration Procedures/Entry of Judgment. This arbitration Section is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not the federal or any state rules of civil procedure or rules of evidence, provided that any party may request that the arbitrator expand the scope of discovery by doing so in writing and copying any other parties, who shall have 15 days to make objections, and the arbitrator shall notify the parties of their decision within 20 days of any objecting party’s submission. If a Claim is for $10,000 or less, User or American Express may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the rules of the selected arbitration organization. At the timely request of a party, the arbitrator shall provide a written and reasoned opinion explaining their award. The arbitrator’s decision shall be final and binding, except for any rights of appeal provided by the FAA. If a Claim is for more than $10,000 and less than $100,000, User, Moov, and American Express shall be entitled to limited discovery, which shall include no more than (a) reasonable discovery of hard-copy and electronically-stored information, including not more than four custodians, as approved by the arbitrator, who shall consider, inter alia, whether the discovery sought from one party is proportional to the discovery received by the other party, and (b) two depositions per party. If a Claim is for $100,000 or more, or includes a request for injunctive relief, (a) any party to the Arbitration Agreement shall be entitled to reasonable document and deposition discovery, including (x) reasonable discovery of electronically stored information, as approved by the arbitrator, who shall consider, inter alia, whether the discovery sought from one party is proportional to the discovery received by another party, and (y) no less than five depositions per party; and (b) within 60 days of the initial award, either party can file a notice of appeal to a three arbitrator panel administered by the selected arbitration organization, which shall reconsider de novo any aspect requested of that award and whose written decision (or the award (if no written decision is timely requested)) shall be final and binding. At the timely request of a party, the arbitrator(s) shall provide a written and reasoned opinion explaining their award. The arbitrator’s decisions shall be final and binding, except for any rights of appeal provided by the FAA. If more than 60 days after the written arbitration decision is issued the losing party fails to satisfy or comply with an award or file a notice of appeal, if applicable, the prevailing party shall have the right to seek judicial confirmation of the award in any state or federal court where User’s headquarters or User’s assets are located.
  • Confidential Proceedings. The arbitration proceeding and all testimony, filings, documents, and any information relating to or presented during the proceedings shall be deemed to be confidential information not to be disclosed to any other party. All offers, promises, conduct, and statements, whether written or oral, made in the course of the Claim resolution process, including any related negotiations, mediations, arbitration, and proceedings to confirm arbitration awards by either party, its agents, employees, experts, or attorneys, or by the mediator or arbitrator, including any arbitration award or judgment related thereto, are confidential, privileged, and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding involving any of the parties or non-parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation, mediation, or arbitration.
  • Costs of Arbitration Proceedings. User will be responsible for paying User’s share of any arbitration fees (including filing, administrative, hearing, or other fees). At User’s written request, American Express will consider in good faith making a temporary advance of User’s share of any arbitration fees, or paying for the reasonable fees of an expert appointed by the arbitrator for good cause.
  • Additional Arbitration Awards. If the arbitrator rules in User’s favor against American Express for an amount greater than any final settlement offer American Express made to User before any arbitration award is announced, the arbitrator’s award will include: (1) any money to which Sponsored Merchant is entitled to pursuant to the award, but in no case less than $5,000; and (2) any reasonable attorneys’ fees, costs, and expert and other witness fees incurred by User.
  • Definitions. For purposes of this Section, only, (i) “American Express” includes any of its Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, and (ii) “User” includes User’s Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing, and (iii) “Claim” means any allegation of an entitlement to relief, whether damages, injunctive, or any other form of relief, against American Express or against Moov or any other entity that American Express has the right to join in resolving a Claim, including, a transaction using an American Express product or network or regarding an American Express policy or procedure.
  • Continuation. This Section will survive termination of this Platform Agreement, any legal proceeding to collect a debt, any bankruptcy and any sale of User or User’s assets (in the case of a sale, its terms will apply to the buyer). If any portion of this Arbitration Agreement, except as otherwise provided in the Limitations on Arbitration subsection, is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Arbitration Agreement, this Platform Agreement, or any predecessor agreement User may have had with Moov, each of which shall be enforceable regardless of such invalidity.

12.13. American Express Merchant Operating Guide. American Express’s Merchant Operating Guide (www.americanexpress.com/merchantopguide) sets forth the policies and procedures governing your acceptance of the American Express® Card. The Merchant Operating Guide may be updated by AMEX in its sole discretion from time to time. The Merchant Operating Guide is a part of, and is hereby incorporated by reference into, these Merchant Processing Service Terms. User is responsible for complying with the terms of the Merchant Operating Guide.

12.14. Opt-out of AMEX Communications. You may opt-out from receiving future commercial marketing communications from American Express by sending an email to [email protected]. Note that you may continue to receive marketing communications while American Express updates its records to reflect your choice. Opting out of commercial marketing communications will not preclude you from receiving important transactional or relationship messages from American Express.

13. Notices.

12.1. All Notices and other communications will be delivered via email or in writing (as specified below) to the below addresses, which addresses may be amended from time to time. For any Notice provided from User to Acquirer, User will clearly state User’s name and merchant identification number.

If to Acquirer:

All notices and other communications will be delivered in writing to:

Pathward, National Association
5501 S. Broadband Lane
Sioux Falls, South Dakota 57108

If to Moov:

All notices and other communications will be delivered via email to [email protected] and in writing to:

Moov Financial, Inc.
1025 Technology Pkwy, Suite M
Cedar Falls, Iowa 50613

If to User:

All notices and communications will be delivered to User via email to the email address associated with User’s Moov Account or via writing to the physical address associated with User’s Moov Account.

14. General Provisions.

13.1. Third-Party Beneficiaries. User acknowledges and agrees that any Network supported in connection with the Merchant Processing Services will be a third-party beneficiary under this Platform Agreement and may enforce the terms and conditions of this Platform Agreement against User, but such Network will not be subject to any obligations under this Platform Agreement.

13.2. Conflict. In the event of any conflict between any term or condition of this Platform Agreement with respect to the Merchant Processing Services and any term or condition of the Network Rules, the applicable term or condition of the Network Rules will govern to the extent necessary to resolve such conflict.

13.3. Survival. The following Sections of the Merchant Processing Services Terms will survive termination or expiration of the Platform Agreement: the last two sentences of Section 1, Section 3.1, Section 3.2, Section 3.4, Section 3.5, Section 3.6, Section 3.9, Section 3.10, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 12, Section 13, Section 14, and Section 15.

15. Definitions.