Terms of Service
(Effective as of September 4, 2018)
Welcome to Seamless Chex. We developed this software to make it easier for you to accept checks from your customers so you can focus on your own product or service. We are a subscription service that provides our customers access to software that verifies certain checking account information such as routing numbers and allows our clients to print checks. We are not a check processing company and in no way do we handle any transfer of funds. WE DO NOT GUARANTEE ANY CHECK WILL CLEAR AND WE ARE NOT LIABLE OR ACCOUNTABLE FOR ANY BANK FEES.
The Terms of Service described hereto constitute a legal agreement (“Agreement”) between the legal entity listed as the “Merchant” on the Application page (sometimes referred to as “you,” “your,” and/or “user”) and Seamless Checks LLC (“Seamless Chex” or “Seamless”).
These Terms of Service govern your use of our ”Service.” As used in these Terms of Service, “Service” means the service provided by Seamless Chex for verifying certain checking account information, including all features and functionalities, website, and user interfaces, as well as all content and software associated with our service.
Section A: The Seamless Chex Service
1. Acceptance of Terms of Service
2. Changes to Terms of Service
Seamless may, from time to time change these Terms of Service. Such revisions shall be effective immediately; provided however, for existing customers, such revisions shall, unless otherwise stated, be effective 30 days after posting.
4. Use of Service
- Unauthorized Account Activities. By using our service, Merchant is completely and solely responsible for any and all activities which occur under Merchant’s account whether authorized or unauthorized. Merchant agrees to notify Seamless immediately of any unauthorized use of Merchant’s account or any other breach of security known or should be known by Merchant.
- Fraudulent Check Requests. By using our service, Merchant agrees that any and all financial institution information, account number and routing number are true and correct. In no event shall Seamless be criminally or civilly liable for any fraudulent checks whatsoever.
- Non-sufficient Funds. By using our service, Merchant is completely and solely responsible for any and all financial institution accounts information that is provided to Seamless to perform Merchant’s requested service to have sufficient funds to cover the check that has been generated by Seamless Chex. In no event shall Seamless Chex be liable for any NSF fees or any other administrative or punitive fees incurred by any financial institution where a check(s) that has been delivered to Merchant or to Merchant’s financial institution and has been returned due to non-sufficient funds.
5. Use of the Dwolla Platform
6. Restricted Use
As a condition of Merchant’s use of Seamless’ services, Merchant agrees not to provide any information that is unlawful, illegal, harmful, threatening, abusive, harassing, degrading, defamatory, libelous, infringing, discriminatory, prejudice, invasive and/or exploitive to any other persons or entities in any way. Merchant agrees not to obtain or attempt to obtain any materials and/or information through and by any means non-intentionally made available, disclosed or provided through Seamless’ services. Merchant agrees to use Seamless Chex’s services for its sole intended purposes. In no event shall Merchant use Seamless’ services in a manner that will violate any local, state, federal or international law, rules and regulations in regards to unauthorized disclosure of any 3rd party personal private information, such as name, address, SSN, DOB or financial information, etc. In the event Merchant violates this provision, Merchant shall protect, defend, indemnify and hold harmless, Seamless Checks, LLC from and against any and all loss, damage, injury, liability, judgments and claims thereof arising out of, connected with, incident to, or otherwise directly or indirectly resulting from Merchant’s violation of this provision. In addition, Merchant shall not resell or make any commercial use of the Service without the express written consent of Seamless Checks, LLC.
Further, you shall not interfere with the proper functioning of the Service; make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or publish or link to malicious content intended to damage or disrupt another user’s browser or computer.
In addition to all other legal rights, Seamless reserves the right to remove any content at any time with or without notice to you or others. Further, Seamless may suspend or terminate your use of the Service at any time with or without notice.
7. Fraud Controls
8. Passwords & Account Access
You agree not to give or make available your password or other means to access your account You are responsible for any and all transactions on or under your account, and for all uses of the Service with your password. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission you must notify us at once at 888-998-2439.
9. Copyright Complaints and Copyright Agent
(a) Termination of Repeat Infringer Accounts. Seamless Chex respects the intellectual property rights of others and requests that the users do the same. Seamless Chex has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are infringers. Seamless Chex may terminate access for participants or users who are found to provide or post protected third-party content without necessary rights and permissions.
(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act by sending the following information in writing to: Seamless Chex, Inc. at 401 Park Avenue South, 10th Floor, New York, NY 10016.
- The date of your notification;
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
- A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(c) Counter-Notices. If you believe that your User Content that has been removed from the website is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to Seamless Chex, Inc. at 401 Park Avenue South, 10th Floor, New York, NY 10016.
- Your physical or electronic signature;
- A description of the content that has been removed and the location at which the content appeared before it was removed;
- A statement that you have a good faith belief that the content was removed because of mistake or a misidentification of the content; and
- Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal courts in California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by Seamless Chex, Seamless Chex may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in Seamless Chex’s discretion) be reinstated on the website in 10 to 14 business days or more after receipt of the counter-notice.
10. Commercially Reasonable Effort and No Guarantee
Due to circumstances beyond our control, particularly delays in handling and posting Bill Payments by the Payee or financial institutions, some Bill Payment transactions may take longer to be credited to your account. We will bear no responsibility for any late payment related charges due to the actions of others or that are outside of our direct or indirect control. You agree that this website is being offered as a service only. You acknowledge and agree that we will take commercially reasonable steps to ensure the validity of each check you enter into/through our website. We do not guarantee funds and if funds are not available when processed through your financial institution it is your sole responsibility to collect said funds. In addition, we do not guarantee that once funds have been verified that the status of your client’s bank/financing account will not change prior to the withdrawal or depositing of funds. We do not process ACH transactions. By accepting this Agreement, you acknowledge and agree that all checks are processed directly to your client’s banking/financing institution by demand drafts, or sent to the address you provided for your customer, as directed by you.
11. NACHA Compliance
In order to provide ACH, check processing and other related services in accordance with applicable rules and regulation, the parties hereto agree as follows. You agree to comply with all rules at the time each entry is initiated by you with respect to NACHA’s most recent guidelines and that each entry shall in no way breach any federal, state, or local statute of regulation pertaining to and for electronic funds transfers and/or electronic check re-presentment, including the Electronic Funds Transfer Act and Regulation E, and all such other laws and regulations including the Operating Rules of NACHA.
12. Disclosures and Notices
You agree that Seamless can provide disclosures and notices regarding the Service to you by posting such disclosures and notice to our website, emailing them to the email address listed in your Seamless Chex Account, or by mailing them to the address listed in your Seamless Chex account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
Section B: Membership, Free Trials, Billing, & Cancellation
1. Ongoing Membership
Your Seamless Chex membership, which may start with a free trial, will continue month-month unless and until you cancel your membership or we terminate it. You must provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use the Seamless Chex Service. We will bill the monthly membership fee to your Payment Method. You must cancel your membership before it renews each month in order to avoid billing of the next month’s membership fees to your Payment Method.
2. Free Trials
Your Seamless Chex membership may start with a free trial. For combinations with other offers, restrictions may apply. Free trials are for new customers only. Seamless Chex reserves the right, in absolute discretion, to determine your free trial eligibility.
We will begin billing your Payment Method for monthly membership fees at the end of the free trial period of your membership unless you cancel prior to the end of the free trial period. We may authorize your Payment Method through various methods, including authorizing it up to approximately one month of service as soon as you register.
You will not receive a notice from us that your free trial period has ended or that the paying portion of your membership has begun. CLICK FAQ UNDER THE “HOW DO I CANCEL?” TAB FOR INSTURCTIONS ON HOW TO CANCEL. OR, SND AN EMAIL TO [email protected] INDICATING YOUR DESIRE TO CANCEL. We will continue to bill your Payment Method on a monthly basis for your membership fee until you cancel by providing at least thirty (30) days’ prior written notice to Seamless at [email protected].
- Recurring Billing. By starting your Seamless Chex membership and providing or designating a Payment Method, you authorize us to charge you a monthly fee at the then current rate plus any other charges you may incur in connection with your use of the Seamless Chex service to your Payment Method. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotion offers, changing or adding a plan, or exceeding your prepaid number of checks, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.
- Price Changes. We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provide for in these Terms of Service, we agree to provide prior written notice of any and all price changes. Your continued use of the Service(s) after receipt of such notification will constitute your acceptance of the price changes in such notification.
- The fees we charge for using our Service are listed on the website. We may change our fees from time to time by posting the changes on the website 14 days in advance. You must have a payment method on file and pay all fees and applicable taxes associated with our Service by the payment due date. If your payment method fails or your account is past due, we may (i) immediately suspend or permanently terminate your use of the Service, (b) collect fees owed by charging other payment methods on file with us, and (iii) retain collection agencies and legal counsel. In addition, you will be subject to late fees.
4. No Rollover
Each membership plan includes a prepaid number of checks/verifications per 30-day period. We do not offer refunds for unused checks or rollover unused checks for future periods.
5. No Refunds
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.
6. Payment Methods
You may edit your Payment Method information by visiting our website and clicking on the “Your Account” link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.
You may cancel your Seamless Chex membership at anytime upon written notice to Seamless Chex. WE DO NOT PROVIDE REFUNDS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS OR PERIODS WITH UNUSED CHECKS. TO CANCEL, CLICK FAQ UNDER THE “HOW DO I CANCEL?” TAB FOR INSTRUCTIONS ON HOW TO CANCEL, OR SEND AN EMAIL TO [email protected] INDICATING YOUR DESIRE TO CANCEL.
Section C: License, Termination, and Other General Legal Terms
1. License to Use the Service & Trademarks
Seamless Checks, LLC grants you a personal, limited, revocable, non-exclusive, non-transferrable license, without the right to sublicense, to electronically access and use Seamless Chex Service solely to verify and print a prepaid number of checks in a manner consistent with this Agreement and any other relevant documentation provided to you. The Service includes our website, software, documentation, tools, Internet based services, components, images, and any updates thereto provided to you by Seamless Chex. We may terminate this license at any time.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Service and all copies of the Service. All content included or available on Seamless Chex’s website, including site design, text, graphics, illustrations, interfaces, and the selection and arrangements thereof is the property of Seamless Checks, LLC, with all rights reserved with respect to copyrights and trademarks. Any use of materials on Seamless Chex’s website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission and consent from Seamless Checks, LLC is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy Seamless Chex’s web pages or the content contained therein without prior written permission and consent from Seamless Checks, LLC.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; trademark, trade dress and service mark rights; goodwill; trade secret rights; and other intellectual property rights that now exist or may hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance and/or by actually using the Service) and continues so long as you use the Service or until terminated by you (as permitted herein) or Seamless.
You may terminate this Agreement by closing your Seamless Chex Account at any time by following the instructions on our website which is also detailed in Section B8 above. We may terminate this Agreement and close your Seamless Chex Account at any time and for any reason.
5. Effects of Termination
Upon termination, we will immediately discontinue your access to the Service. You will not be refunded or credited for partially used credits if your access to or use of the Service is terminated or suspended. Termination does not relieve you of your obligations as defined in this Agreement.
Upon termination you agree to (i) immediately cease your use of the Service, (ii) discontinue use of any Seamless Chex or other trademarks licensed under this Agreement, and (iii) immediately remove any Seamless Chex references and logos from your website. In addition, upon termination, you understand and agree that (iv) the license granted under this Agreement shall end, (v) we reserve the right to delete all of your information and account data, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account date, and (vii) you are liable to us for any fees or other amounts incurred by you through your use of the Service prior to termination.
6. Your Liability
You are responsible for all claims, demands, fines, fees, penalties and other liability arising out of or relating to your use of the Service and your breach of this Agreement. You are responsible for any fraud and lost or stolen information caused by you or by your customers.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Seamless Checks, LLC and its respective employees, affiliates, members, representatives and agents (collectively “Disclaiming Entities”) without limitation from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of our relating to (i) your breach of any provision of this Agreement; (ii) your use of the Service; (iii) all acts or omissions, including negligence or willful misconduct, of your employees or agents; and (iv) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions.
7. Representation and Warranties
You represent and warrant to us that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell products and services. Furthermore, you warrants and represents that any and all information provided or disclosed to Seamless Chex is accurate and current, and that you have the full legal power, authority and capacity to provide or disclose such information to Seamless Chex. In no event shall Seamless Chex assume any liability of any kind in connection to or arising out of any misrepresentation, misleading, deceptive or false information provided or disclosed by you. THE FOREGOING WARRANTIES IN THIS PARAGRAPH IS IN ADDITION TO ALL OTHER APPLICABLE WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. You agree to protect, defend, indemnify and hold harmless, Seamless Checks, LLC from and against any and all loss, damage, injury, liability, judgments, violations and claims thereof arising out of, connected with, incident to, or otherwise directly or indirectly resulting from (i) any and all information that was inaccurate, misinterpreted, mishandled or loss by Seamless Chex or by any financial institution, (ii) any inaccurate, unreliability or incompleteness of any service(s) provided by any financial institution and (iii) any inaccurate, incorrect, misleading, misrepresenting, deceptive or false information provided or disclosed by you. Any and all warranties herein shall survive the termination of this Agreement. Any and all information disclosed by you shall be subject to Seamless Chex’s Privacy Agreement.
8. Third-Party Liability
In delivering Seamless Chex’s services to Merchant, Seamless Chex may send printed check(s) to financial institutions for cashing at Merchant’s request. These financial institutions are third parties and are independently owned and operated. Seamless is not affiliated or employed with such third parties whatsoever. In no event shall Seamless be liable or held responsible under the use of any of Seamless Chex’s services for any acts or omissions caused by any third party for any consequential, special, indirect or other damages, whether based in contract, tort or otherwise, even if Seamless has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
9. No Warranties
All of the information and material provided with respect to Seamless Chex’s services are provided are on an “as-is” and “as available” basis. To the fullest extent permitted by applicable law, in no event does Seamless Chex represent, warrant or guarantee of any kind, that Seamless Chex’s service will be free from any delay, failure, interruption, corruption or otherwise from any financial institution or delivery carrier. THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability and Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEAMLESS CHECKS, LLC BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES IN CONNECTION WITH RELIANCE ON, USE OR MISUE OF INFORMATION CONNECTION WITH THE USE OF OUR SERVICES OR FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE OR DATA, ARISING OUT OF OR RELATED TO SEAMLESS CHEX’S WEB SITE OR THE USE OF SEAMLESS CHEX’S SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF SEAMLESS CHECKS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
Notwithstanding anything to the contrary, if Seamless Chex is found to be liable, its liability to you or to any third party is limited to the lesser of (a) the amount of fees in dispute not to exceed the total fees, which you paid to Seamless Chex in the 3 months prior to the action giving rise to the liability, or (b) $100. The Service is controlled and operated from facilities in the United States. Seamless makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations.
11. Forum/Choice of Law
Seamless Chex’s website and Seamless Chex services are operated and provided in the State of New York. As such, Seamless Chex is subject to the laws of the State New York, and as such these terms and conditions are made under and shall be govern, construed and interpreted according to the laws of the New York, without regard to its conflict of law principles. Seamless makes no representation that its website or its services are appropriate, legal or available for use in other locations. Accordingly, if Merchant chooses to access or use the Services Merchant agrees to do so subject to the internal laws of the State New York. In the event that these terms and conditions are breached, any and all disputes must be settled through binding arbitration.
In the event of dispute between the parties herein, each party agrees to settle their dispute in binding arbitration. Arbitration shall be pursuant to and governed by the rules of the American Arbitration Association. An Arbitrator shall be mutually selected between the parties herein. The Arbitrator shall have the authority to award costs to whichever party he/she deems appropriate. Costs for arbitration may be equally split between the parties herein. If in the event the Arbitration does not resolve the parties disputes herein, any parties reserves the right to seek legal or injunctive relief in any Federal or State court in the State of New York.
13. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software that we in our sole discretion deem to be reasonable in the circumstances, such as the Services and/or our website or any other website maintained or owned by us. Any use of the Service or software after our publication of any such charges shall constitute your acceptance of this Agreement as modified.
This Agreement, any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger or acquisition) or any permitted assigns.
If any of the provisions herein are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the terms and conditions as a whole.
17. Entire Agreement
This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Seamless Chex with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Seamless agreement or policy relating to the subject matter herein, this Agreement shall prevail. Except as expressly provided herein, these terms and conditions describe the entire liability of Seamless Chex and define your access and use of the Service. If any provision of this Agreement (or any portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue to be in full force and effect.
18. Email May Not Be Used to Provide Notice
Communications made through the Service’s e-mail and messaging system will not constitute legal notice to Seamless Chex or any of its officers, employees, agents or representatives in any situation where notice to Seamless Chex is required by contract or any law or regulation. All legal notices to Seamless Chex shall be sent in writing to the following address: Seamless Chex, Inc. at 401 Park Avenue South, 10th Floor, New York, NY 10016.
19. User Consent to Receive Communications in Electronic Form
For contractual purposes, you (a) consent to receive communications from Seamless Chex in an electronic form via the email address you have submitted; and (b) agree that all Terms of Service, agreements, notices, disclosures, and other communications that Seamless Chex provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
We may also use your email address, to send you other messages, including information about Seamless Chex and special offers. You may opt out of such email by changing your account settings or sending an email to [email protected] Opting out may prevent you from receiving messages regarding Seamless Chex or special offers.