2.1 Services, Providers & Terms
Certain functionalities available through or in connection with the Payment Services will be provided by third party providers and will require that you to enter into ancillary agreements with such third parties directly in order to enable or access such functionality. For example, you are required to enter into a payment processing agreement with the Payment Processor in order to accept credit and debit card payments for goods or services from your customers through the Payment Services. Throughout these Payment Terms, such third party providers (including but not limited to Payment Processor and Bank) are referred to as “Third Party Providers”, the products and services provided by Third Party Providers are referred to as “Third Party Services”, and the agreement(s) that you enter into directly with such Third Party Providers with respect to Third Party Services (including the Merchant Agreement, as defined in Section 3 below) are referred to as “Third Party Terms.”
Third Party Providers, and not Tekmetric, provide the Third Party Services to you. The applicable Third Party Terms will control with respect to the applicable Third Party Services. Your use of the Third Party Services shall be subject to (and you agree you are bound by) such Third Party Terms as they may be modified from time to time, including, but not limited to, the Third Party Terms with Payment Processor; if you are processing through Stripe, Inc., you will be bound by the Stripe Services Agreement (United States) which is located at https://stripe.com/legal/ssa and the Stripe Connected Account Agreement which is located at https://stripe.com/legal/connect-account. You are required to agree to all Third Party Terms indicated by us in order to receive the Payment Services. Certain Third Party Terms may be posted or linked on the Website or in your Tekmetric Account. You are responsible for checking the Website for updates, and any use by you of any Third Party Services following a change to the respective Third Party Terms shall constitute acceptance of such change. You must not use the Payment Services for any activity prohibited by applicable law or your Third Party Terms. You are responsible for ensuring the information in your Account Profile is accurate and complete at all times.
2.2 Third Party Permissions
You hereby authorize Tekmetric to share any information you provide to us, including your Acceptance Transactions, with the Bank, Payment Processor, or other Third Party Providers, and you authorize each Third Party Provider to share your information with us, in connection with your use and access of the Payment Services and/or Third Party Services, including instructing Third Party Providers to execute Transactions in accordance with your instructions and/or to issue credits or debits to your External Account. If you grant express permission to a Third Party Provider to take specific actions on your behalf, or access particular information about your Tekmetric Account, either through your use of the applicable Third Party Service, or through your Tekmetric Account, you acknowledge that Tekmetric may disclose the information about your Tekmetric Account that is specifically authorized by you, to such Third Party Provider. You also acknowledge that granting permission to a Third Party Provider to take specific actions on your behalf does not relieve you of any of your responsibilities under these Payment Terms. These authorizations are in addition to any collection and use of any information described in the Terms of Service and Privacy Policy.
2.3 Third Party Interactions Generally
When you access third party websites or use Third Party Services, you accept that there are risks in doing so and that Tekmetric is not responsible for such risks. We encourage you to be aware when you leave the Platform or access Third Party Services through the Platform and to read the terms and conditions and privacy policy of each third party website or Third Party Service that you visit or utilize.
You acknowledge and agree that Tekmetric has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or Third Party Services or by any third party that you interact with through the Payment Services. By using the Payment Services, you release and agree to indemnify, defend and hold Tekmetric harmless from any and all liability arising from your use of any of the foregoing. Similarly, you acknowledge that the Third Party Providers do not endorse and are not responsible for the Tekmetric Payment Services.
When you access the website or platform of any Third Party Provider, you agree that you will abide by all terms of use applicable to such use or access. Third Party Services are not services of Tekmetric and are not governed by these Payment Terms or any other Tekmetric Terms of Service nor Tekmetric’s Privacy Policy. Your use of any Third Party Service, including those linked from the Website or your Tekmetric Account, is subject to that Third Party Service’s own terms of use and privacy policies (if any).
2.4 Third Party Fees; Indemnity
You are responsible for any fees, assessments, or other amounts charged by the Bank, Payment Processor, other Third Party Providers or any other third party in connection with your use of the Payment Services and/or any Third Party Services. The Bank or other Third Party Providers may also impose Transaction limits, or other limitations. You agree to review any fees or terms imposed by Third Party Providers upon your use of Third Party Services. In addition to your indemnity obligations in Section 13 of the Terms of Service, you agree to indemnify, defend and hold harmless, Tekmetric, its officers, directors, employees, agents and representatives from any and all claims, damages, obligations, losses, liabilities, costs or debit, and expenses (including reasonable attorney’s fees) and other amounts arising out of or related to: (i) your breach of Third Party Terms, (ii) any loss incurred or other amount due under Third Party Terms or otherwise to a Third Party Provider, (iii) any chargebacks or returns of Acceptance Transactions, (iv) any authorized access or loss of your credentials of your account with any Third Party Provider, (v) your failure to comply with the terms of use of any Third Party Provider’s website or platform, and (vi) any assessment, fine or other amount imposed by a Third Party Provider or a payment network. For the avoidance of doubt, should Processor, Bank or other Third Party Provider collect from Tekmetric any liability associated with your processing activity whether at their option or as a result of your failure to pay amounts due under your Third Party Terms, you agree unconditionally to indemnify, defend and hold us harmless for any amounts paid by us arising out of or related to your payment processing activity, even if you contend that the amount is incorrect, disputed or otherwise not due and payable to Processor, Bank or such Third Party Provider. If you have granted Tekmetric, Bank, Processor of other Third Party Processor with access to any of your bank accounts, you authorize us to debit the account(s) for any amounts Tekmetric paid to Bank, Processor, or other Third Party Provider on your behalf or related to the Payment Services or other processing activity.
2.5 Relationship with Third Party Providers
You acknowledge and agree that Tekmetric is not a bank or other chartered depository institution. Any Transactions are between you, your customers, and the applicable Third Party Provider only and not with Tekmetric or any Affiliates. Tekmetric is an independent contractor for all purposes for these Payment Terms and is not your agent or trustee unless expressly stated otherwise. Tekmetric does not have control of, or liability for, the products or services that are provided, sold, or paid for through the Payment Services.
2.6 Change in Service Providers
Tekmetric has the right to change any of its Third Party Providers at any time, in its sole discretion. You agree to cooperate with Tekmetric and the applicable Third Party Providers selected by Tekmetric as reasonably required for Tekmetric or such Third Party Providers to perform the Payment Services and/or Third Party Services and authorize Tekmetric to the necessary action to effectuate the migration to the replacement Third Party Provider.
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