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Terms and conditions
REPAY ACH Enrollment Terms and Conditions 1. The Program a. REPAY, LLC (“REPAY”) facilitates electronic payments to you from your customers. REPAY has entered into separate agreements with your customers detailing each customer’s rights and obligations with respect to the electronic payment services REPAY provides. In order to accept electronic payments, you must provide certain information to REPAY and accept these terms and conditions (the “Terms”). b. These Terms will become effective immediately upon your acceptance. These Terms apply to Automated Clearing House (“ACH”) payments. REPAY does not have visibility into the contractual terms between you and your customer. You should review your contract with your customer, if one exists, to determine whether ACH payments are an acceptable method of payment for you and your customer. Your customer may initiate payment via another payment method. c. It is within your customer’s sole discretion as to when to initiate payment via ACH. REPAY will provide the Services (as defined in Section 2(a) below) pursuant to these Terms. If you have any questions about REPAY, please email service.dept@repay.com d. By accepting these Terms, you acknowledge that you are entering into a legal agreement between your company or organization (“you” and “your”) and REPAY. You affirm that by accepting these Terms, you have the proper authority to bind your company or organization to these Terms. 2. Rights and Obligations a. REPAY agrees to provide the following ACH payment services (the “Services”) to you. REPAY will use your customer’s account information, as provided by such customer to REPAY, to facilitate payment from the customer’s account to your account. b. REPAY is not a bank or money services business (“MSB”), as such term is defined by U.S. federal law, and does not offer banking or MSB services. c. REPAY will instruct REPAY’s designated bank partner to electronically debit your customer accounts or accounts for the benefit of your customers, as applicable and as authorized to do so. All funds debited from such accounts and credited to your account are originated in accordance with the National Automated Clearing House Association rules, as amended from time to time (the “NACHA Rules”) and you agree to comply with the NACHA Rules. d. You are responsible for registering with REPAY and providing information to REPAY to receive the Services. You agree to promptly notify REPAY of any changes to the information you provide. You authorize REPAY to store your account information in connection with the Services. You are responsible for ensuring the information you provide to REPAY is accurate and remains accurate, including providing the proper identification of the bank account(s) where you will receive funds. REPAY will not be liable for relying on the information you provide to REPAY. e. You will promptly notify REPAY if you find any errors or inaccuracies in any payment or in any information related to payments. You agree to cooperate with REPAY to correct any payments made to you that are unauthorized, duplicates, misdirected or otherwise incorrect. You authorize REPAY and its designated bank partner to debit your account as necessary to correct such errors. f. You agree to undertake any action determined by REPAY as necessary to ensure the security and integrity of the Services. g. You acknowledge and agree that you will have no right to any of REPAY’s intellectual property, including but not limited to any software, technology, programs or processes used by REPAY in connection with the Services or these Terms. h. REPAY may suspend or terminate the Services if you provide inaccurate information or fail to comply with these Terms. 3. Confidential information a. All information REPAY collects is treated as confidential information. You agree that REPAY may disclose information to third parties about your account or your transactions in the following circumstances: i. Where it is necessary to complete a transaction; ii. Where it is necessary to provide additional Services; iii. Where REPAY is authorized to do so pursuant to these Terms; iv. In order to comply with law or regulation; and v. When REPAY receives your written consent to do so. b. You acknowledge and agree that you are responsible for keeping your REPAY account credentials secure and agree to immediately notify REPAY if you know or suspect that the confidentiality of such credentials has been compromised. 4. Representations, Warranties and Covenants a. You represent, warrant and covenant as follows at all times during the Term: i. You are duly organized, validly existing and in good standing under the laws of the jurisdiction of your organization and have full power and authority to (A) conduct your business as it is presently being conducted and (B) to enter into, adopt and perform all of your obligations under these Terms; ii. Your use of the Services does not violate any law or regulations; iii. All information you provide to REPAY is accurate and complete. You authorize REPAY to make any inquiries as necessary to validate any information you provide and authorize REPAY to make such inquiries either itself or through the use of a third party; and iv. You will not take any action and will refrain from taking any action that would hinder REPAY in the provision of the Services or compromise the security or integrity of REPAY’s systems, including the REPAY payment portal. b. REPAY warrants that it will perform the Services in accordance with these Terms. 5. Indemnification, Limitation of Liability and Warranty Disclaimer a. You will indemnify, defend and hold REPAY and its officers, directors and employees and affiliates harmless from and against any and all claims, obligations, liabilities, damages, costs and expenses (including, without limitation, reasonable attorney's fees and costs) for claims instituted by a third party arising out of or in connection with: i. Your breach of any of these Terms; and ii. The negligence or willful misconduct of you or your affiliates, or by your respective directors, officers, employees, agents, contractors, subcontractors or the service providers of any of them in connection with the relationship created by these Terms and the related agreements and transactions (as applicable). b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPAY will not be liable to you for any claims arising from or related to these Terms. REPAY will not be liable to you for late payments or any related fees, any loss or damages resulting from the acts or omissions of any of your customers, your employees or agents, equipment failure, transmission failure, LOSS OF INFORMATION DUE TO A DATA SECURITY BREACH, UNAUTHORIZED ACCESS TO OR USE OF REPAY SYSTEMS, AN act of God (including any natural disaster or emergency condition) or any other cause not within the control of REPAY. REPAY will not be liable to you if REPAY does not perform because of its reasonable belief that performing the Service would violate a law or regulation. In no event will REPAY be responsible for consequential, special, incidental or punitive damages, even if aware of the possibility of such damages. c. ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. REPAY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. REPAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR OPERATE WITHOUT ERRORS. 6. Termination a. You may terminate your use of the Services at any time. REPAY may suspend or terminate your use of the Services at any time, including at the direction of your customer. Section 5 and any section that is reasonably necessary to accomplish or enforce these Terms will survive and remain in effect upon the termination of these Terms. 7. Miscellaneous a. Governing Law. These Terms are governed by the laws of the State of Georgia without regard to the choice of law rules of such state. Any action to enforce or interpret this Agreement shall be brought in the appropriate judicial forum located in Atlanta, Georgia and you hereby consent to such jurisdiction and waive any objections thereto. b. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. c. Entire Agreement. These Terms and any changes hereto constitutes the entire agreement of the parties relating to the subject matter contained herein and supersedes all other agreements between the parties relating to such subject matter. d. Assignment. You may not assign or transfer your rights or obligations under these Terms without REPAY’s consent. REPAY may assign these Terms by providing you with notice of the assignment. e. Amendment. REPAY may amend these Terms from time to time in its sole discretion. For the latest version of these Terms, please visit REPAY’s website [at www.repay.com ] or contact service.dept@repay.com. Your continued use of the Services following the effective date of the revised Terms will be deemed acceptance of such revised Terms. f. Enforceability. If any provision of these Terms is held invalid or otherwise unenforceable, the enforceability of the remaining provisions will not be impaired. The Terms otherwise continue to be valid and enforceable to the extent permitted by law. g. No Agency. These Terms do not create any agency, partnership or joint venture between the parties. h. No Third Party Beneficiaries. These Terms do not confer any benefits on any third party unless they expressly states that they do.