CHECK PROCESSING TERMS & CONDITIONS

SEAMLESS CHEX

CHECK PROCESSING TERMS & CONDITIONS

This Check Processing Agreement (“Agreement”) is a legal agreement between Seamless Chex Inc. (“Seamless”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the Seamless Chex Account page to receive services offered by Seamless. This Agreement incorporates by reference the Privacy Policy [https://www.seamlesschex.com/privacy-policy/] the Terms of Service [https://www.seamlesschex.com/terms-of-service/] and the Check Processing Agreement which you have or will complete prior to activating your account and enabling automatic deposits. If you do not understand any of the terms of this agreement, please contact us before using our Services at 888-998-2439. You may not access or use any Services unless you agree to abide by all of the Terms & Conditions herein

Section A: General Terms

  1. Overview of this Agreement

This Agreement provides a general description of the Services that Seamless may provide to you, including those that allow you to accept payments from purchases of your goods or services to your organization (your “Customers”). We provide you with a more detailed description of the Services through additional resources we make available on our website, including published software libraries and application program interfaces that may be used to access the Services (the “API”) and additional we make available to our on our website. 

Before using the Services, you must register with Seamless and create an account (a “Seamless Account”)

  1. Your Seamless Account
  2. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to apply for a Seamless Account to use the Services described in this Agreement.

To register for a Seamless Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Seamless Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Seamless Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

  1. Business Representative: You and your Representative individually affirm to Seamless that (i) your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Seamless, neither you nor your Representative may register or attempt to register for a Seamless Account on behalf of a user Seamless previously terminated from use of the Services.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement. 

  1. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Seamless is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.

Seamless provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

  1. No Guarantee

Due to circumstances beyond Our control, particularly delays in handling and posting payments by the Payee or financial institutions, some transactions may take longer to be credited to or debited from 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 control. You agree that this Website is being offered as a service only.

You acknowledge and agree that while We have tools that can be helpful in determining the validity of each check You enter into/through Our Website, these tools by their very nature are limited. Accordingly, We do not guarantee the validity of any check entered or the information entered in connection with the check. 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/financial account will not change prior to the withdrawal or depositing of funds. By entering into this agreement you acknowledge and agree that We are not responsible for your bounced checks and/or your bank closing your bank account. Further, Seamless has no way of knowing which checks your bank accepts or declines. Therefore the check processing fees owed are determined by multiplying your check processing rate by your total volume processed in a given batch and then adding the transaction fee multiplied by the total number of checks you created. See Section B “Check Processing Fees and Billing” below for additional information. 

By utilizing the Service, You acknowledge and agree that all checks are processed by one or more of the following; Check 21, Demand Draft, Image Cash Letter, Image Replacement Document, Remotely Created Check, Remote Deposit Capture, X9, or sent to You or the address You provided for Your customer, as directed by You.

  1. NOT A BANK

By using the Service, You acknowledge that You have been advised that Seamless Chex is not a bank or financial institution of any kind and that Seamless Chex is not in the banking business. We are not a payment processor and we do not produce a 1099 or any other tax documentation.

Section B: Check Processing Fees & Billing

  1. How Your Fees Are Calculated

You know your customers better than we ever could, and your relationship with your bank is exactly that, your relationship. We have no way of ever knowing which of your check payments your bank accepts and which they decline. The basic assumption and expectation of this agreement is that you wish for Seamless to deposit all checks in your Dashboard that are available to be deposited in a given deposit day. That is to say, that if you have not voided, sent to review, or placed a hold on your check transactions prior to your batch closing time then you wish for these check transactions to be deposited. After a batch closes, you will be charged for all fees associated with that batch, meaning calculated using check volume ($) on that given day. Therefore the check processing fees owed are determined by multiplying your check processing rate by your total volume processed in a given batch and then adding the transaction fee multiplied by the total number of checks you created. If you void or otherwise withhold check payments prior to batch close, you will not be charged for said transactions. Please reference your Check Processing Agreement for your Check Processing Rates and Fees along with monthly minimums and Other Fees as outlined on the Check Processing Agreement. 

  1. How Billing Works 
  2. Charged To Your Bank Account: 

After each Batch Close, Your Bank Account on file will be debited by Seamless for all Check Processing Fees and Other Fees as outlined in the Check “Processing Rates & Fees” and “Other Fees” section of the Check Processing Agreement. 

——

**Adding an Example To Further Illustrate so there is no doubt on how this works

Parameters:

  • Your Batch on Wednesday includes 10 Checks for $10,000 
  • Your Check Processing Rate is 2% and Your Per Transaction Fee is $1 

Fees Owed: 

  1. If Your Bank Accepts All 10 Checks → Your fee owed to Seamless is $210 ($10,000*2%) + 10 x $1
  2. If Your Bank Accepts Some of the 10 Checks → Your fee owed to Seamless would still be $210
  3. If Your Bank Accepts None of the 10 Checks → Your fees owed to Seamless would still be $210

——–

  1. Charged To Your Credit Card:

(1)  Monthly Subscription/Gateway Fees & Other Monthly Optional Premium Add-On Services (charged monthly) to your credit card on file or any other credit card you provide to us throughout the course of this relationship. 

(2) Check Processing Fees Owed: In the event Seamless Chex, Inc. is unable to debit your bank account for agreed upon check processing fees, meaning your payment to Seamless bounces, we will charge your card on file or any other card you provide during the course of this relationship for the uncollected fees owed plus a service charge of $25 per bounced check to Seamless and a 2.9% credit card processing fee. 

Section C: Seamless Chex’s Rights

SEAMLESS RIGHTS

  1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
  1. We reserve the right to refuse service to anyone for any reason at any time.
  1. We may, but have no obligation to, remove, cancel, void, hold, or modify checks or transactions within your account, if we, in our sole reasonable discretion deem it necessary. We may suspend or terminate your account if we, in our sole reasonable discretion deem it necessary.
  1. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
  1. We retain the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Owner. If we are unable to reasonably determine the rightful Owner, without prejudice to our other rights and remedies, Seamless reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

Section D: Other

PERSONAL GUARANTEE

To induce and in consideration of SEAMLESS acceptance of this agreement, the undersigned (herein referred to as “Guarantor”) unconditionally, personally, individually, jointly and severally guarantees performance of the Merchant’s obligations under this Agreement and payment of all sums due thereunder and hereby continues to personally indemnify SEAMLESS for any and all funds due from Merchant under the terms of this Agreement. 

ACH DEBIT/CREDIT AUTHORIZATION

Merchant hereby authorizes SEAMLESS in accordance with this ACH Debit Agreement to initiate debit/credit entries to Merchant’s checking account, as indicated per the attached copy of a voided check from same or from any other busines checking account merchant may provide to SEAMLESS CHEX, INC., from time to time in the natural lifespan of Merchant’s account at Seamless Chex. The authority is to remain in full force and effect until (a) One hundred and twenty (120) days after SEAMLESS CHEX, INC. has received written notification from MERCHANT of its termination in such a manner as to afford SEAMLESS CHEX, INC. reasonable opportunity to act on it, and (b) all obligations of Merchant to BANK/SEAMLESS CHEX, INC. that have arisen under this agreement have been paid in full. This Agreement shall not be binding or take effect until merchant has been approved by Seamless Chex, Inc. Underwriting and a Welcome Email sent to the email you provided confirming you have been approved. 

REFUNDABLE DEPOSIT

Based on risk analysis some Merchants may be asked to put up a Deposit to cover future fees. Sometimes this can occur after an NSF event where Seamless Chex, Inc. fees are rejected by the Merchant’s Bank or Credit Card company. Deposits are held for the life of the account. A portion of the deposit or all the deposit may be returned upon appeal and a review of the merchant’s payment history. All Deposits are returned within 30 days of Account Cancellation notification or termination notification less any, and all applicable fees. 

PRICE CHANGES

The information you provide to us when filling out this agreement is relied upon to determine Your pricing. We reserve the right to adjust pricing for our service based on our internal risk analysis at any time in our sole and absolute discretion. Except as otherwise expressly provide for in this agreement, any price changes to your service will take effect following email notification.  

TERMS AND CONDITIONS 

The Terms and Condition constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the Application page (sometimes referred to as “you”, “your”, and/or “user”) and Seamless Chex, Inc. (“Seamless Chex, Inc.” or “PROVIDER”). By using this service, you accept and agree to these Terms and Conditions. If you do not agree to these Terms of Service, do not use the Seamless Chex, Inc. service. By electing to use our service you hereby agree to these Terms and Conditions. 

These Terms and Conditions govern your use of our service. As used in these Terms and Conditions, “Seamless Chex, Inc. service,” “our service” or “the service” means the service provided by Seamless Chex, Inc. whereby our software/portal/gateway is utilized by the Merchant to facilitate eChecks or Remotely Created Checks or Demand Drafts per Merchant’s request through our approved software/portal/gateway and then, Seamless Chex, Inc. or its designated partners to deposit those images, either physically or electronically into the Merchants designated bank account for processing. We are not a check processing entity and in no way do we handle any transfer of funds. WE DO NOT GUARANTEE ANY CHECK WILL CLEAR AND WILL NOT BE HELD ACCOUNTABLE FOR ANY BANK FEES.

You acknowledge that you have been advised that we are not a bank nor a financial institution. Seamless Chex, Inc. may, from time to time change these Terms and Conditions. Such revisions shall be effective immediately; provided however, for existing customers, such revisions shall, unless otherwise stated, be effective 30 days after notification.

All Personal information is subject to our Privacy Policy, the terms of which are incorporated herein. You acknowledge that you have received, read in full, and agree with the terms of our Privacy, linked to and incorporated into this Agreement by reference, https://www.seamlesschex.com/privacy-policy/

ACCEPTANCE Seamless Chex, Inc. at its sole discretion will determine who qualifies for our service through our own defined Underwriting Guidelines. Merchant authorizes Seamless Chex, Inc. through third-party credit reporting agencies or agents of Seamless Chex, Inc., to make whatever inquiries that is deemed appropriate to investigate, verify and research references, statements, creditability or data obtained to determine Acceptance of service. Personal Guarantee: To induce and in consideration of Seamless Chex, Inc. acceptance of this Agreement, the signer of the Application (herein referred to as “Guarantor”) unconditionally, personally, individually, jointly and severally guarantees performance of the Merchant’s obligations under this Agreement and payment of all sums due thereunder and hereby continues to personally liable for all fees.  

USE OF SERVICE

Merchant authorizes Seamless Chex, Inc. and Seamless Chex, Inc. agrees to honor, execute and facilitate credit to Merchant’s designated account all requests for eChecks or demand drafts or remotely created checks by the physical or electronic deposit of funds or by use of mail service, if the Merchants designated Bank is out of our Network. ADEQUACY OF SECURITY AND VERIFICATION PROCEDURES Merchant acknowledges that the security and verification services will not detect errors in the transmission or content of the eCheck or demand draft or remotely created check and Merchant agrees that it shall be solely responsible for the discovery and identification of any error and to advise Seamless Chex, Inc. of such errors as prescribed herein. Merchant agrees that the security and verification procedures are commercially reasonable, and that Merchant shall be bound by any eCheck or demand draft or remotely created check instruction issued in Merchant’s name and accepted by Seamless Chex, Inc. in compliance with the security and verification 

UNAUTHORIZED ACCOUNT ACTIVITY

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 Chex, Inc. immediately of any unauthorized use of Merchant’s account or any other breach of security known or should be known by Merchant. 

FRAUDULENT CHECKS

By using our service, Merchant agrees that any, and all financial institution information, account numbers and routing numbers are true and correct. Merchant agrees that the security and verification procedures implemented by PROVIDER are commercially reasonable but may not detect, nor is obligated to detect fraudulent checks. In no event shall Seamless Chex, Inc. 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 account information that is provided to Seamless Chex, Inc. to perform Merchant’s requested service to have sufficient funds to cover the check that has been generated by Seamless Chex, Inc.’s software and service. In no event shall Seamless Chex, Inc. 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, Stop Payment, Closed Account or any other reason. Our software cannot verify funds on any check nor are we in any way obligated to verify funds prior to acceptance of transaction or after the deposit of the check. 

PROCEDURES

All eCheck or demand draft or remotely created check transaction attempts will conform to Seamless Chex, Inc.’s procedures, which may be amended from time to time in its sole discretion. Such procedures include the method for submitting an eCheck or demand draft or remotely created check requests and cut-off times for all deposits at the respective financial institutions. Merchant understands that the account/routing/transit number assigned to companies and to the accounts for drafting is critical to the check function. Merchant acknowledges and agrees that Seamless Chex, Inc. will rely solely upon the information Merchant provided in the eCheck/demand draft/remotely created check request to be used in executing such drafts. Seamless Chex, Inc. shall not be required to honor eCheck/demand draft/remotely created check requests, unless Merchant’s account is or arranges to be in good standing, and current. Because of circumstances beyond its control, if Seamless Chex, Inc. is delayed beyond reasonable time limits in acting upon a eCheck/demand draft/remotely created check request, the time for acting shall be extended for the time necessary to complete the action, if Provider exercises such diligence, as the circumstances require. Merchant agrees that PROVIDER shall not be responsible and will have no liability for any loss resulting from any delay in handling or consummation of any eCheck/demand draft/remotely created check request, or for Seamless Chex, Inc.’s inability for any reason to carry out a requested amendment or cancellation of any eCheck/demand draft/remotely created check request. PROVIDER will not be responsible to recover funds that PROVIDER has already drafted in accordance with a eCheck/demand draft/remotely created check request, nor will PROVIDER be obligated to recover or reimburse any funds that were drafted erroneously at the request of Merchant, or before PROVIDER received and had time to act upon a request to amend or cancel the request. 

RESTRICTED USE It is our corporate policy not to knowingly provide Services to any person or organization whose use of the Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which we decline to accept for any reason in our sole discretion including but not limited to improper use of the service. If we discover after accepting a Merchant account that the Merchant is utilizing our Services in conjunction with an illegal activity or Merchant is not transparent in the services offered or if we decide the Merchant’s use of the Service is improper in our sole discretion, we may immediately terminate or suspend the account without notice, without liability to us or our Resellers. Merchant agrees that there is expressed confirmation from the customer that the eCheck/demand draft/remotely created check order was approved or authorized by Merchant’s customer. Furthermore, Marchant warrants that all representations made by Merchant to the Merchant’s customers are truthful and no attempt is made to sell a product or service to anyone who may not understand what they are agreeing to. Merchant agrees to comply with all other laws pertaining to the type of plan, product, and/or service being sold. As a condition of Merchant’s use of Seamless Chex, Inc.’ 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 Chex, Inc.’ services. Merchant agrees to use Seamless Chex, Inc.’s services for its sole intended purposes. In no event shall Merchant use Seamless Chex, Inc. services in a manner that will violate any local, state, federal or international law, rules and regulations with 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 Chex, Inc. 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 Chex, Inc.. Upon request, Merchant shall provide a copy of their customer agreement showing that the customer explicitly allows eCheck/demand draft/remotely created check as an acceptable and approved form of payment. 

SECURITY AND FRAUD CONTROLS

Seamless Chex, Inc. is responsible for protecting the security of Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers or the servers of our Authorized Third-Party Vendors from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. We recommend that you review our Privacy Policy which will help you understand how we collect, use and safeguard the information you provide to us. 

ACCOUNT ACCESS AND PASSWORDS

You agree not to give or make available your password or other means to access your account to any unauthorized individuals. If you permit Authorized Users or other persons to use the Service or your password or other means to access your account, you are responsible for any transactions as they authorize or process. If you believe that your password or other means to access your account has been lost or stolen or that someone may have attempted to use the Service without your consent you must notify us at once at 888-998-2439 or notify us at support@seamlesschex.com 

COMMERCIALLY REASONABLE EFFORT

Due to circumstances beyond our control, particularly delays in handling and posting payments by the Payee or financial institutions, some 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 control. You acknowledge and agree that we will take commercially reasonable steps to ensure the validity of each check you enter into/through our portal/software/gateway. 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 guaranty 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. 

DISCLOSURES AND NOTICES

You agree that Seamless Chex, Inc. can provide disclosures and notices regarding the Service to you by emailing them to the email address listed in your Seamless Chex, Inc. 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 received by you within 24 hours of the time it is emailed to you unless we receive notice that the email was not delivered.  

PRICE CHANGES

We reserve the right to adjust pricing for our service based on our internal risk analysis at any time in our sole and absolute discretion. Except as otherwise expressly provide for in these Terms and Conditions, any price changes to your service will take effect following email notification.  

PAYMENT METHODS

ACH Debits – Merchant hereby authorizes SEAMLESS CHEX, INC. in accordance with all Rules and applicable laws to initiate debit/credit entries to Merchant’s checking account, as indicated per the attached copy of a voided check from same. The authority is to remain in full force and effect until (a) One hundred and twenty (120) days after SEAMLESS CHEX, INC. has received written notification from MERCHANT of its termination in such a manner as to afford SEAMLESS CHEX, INC. reasonable opportunity to act on it, and (b) all obligations of Merchant to BANK/SEAMLESS CHEX, INC. that have arisen under this agreement have been paid in full. Credit Card – Merchant hereby authorizes SEAMLESS CHEX, INC. in accordance with this Agreement to initiate Credit Card transactions to cover all Fees. The authority is to remain in full force and effect until (a) One hundred and eighty (180) days after SEAMLESS CHEX, INC. has received written notification from MERCHANT of its termination in such a manner as to afford SEAMLESS CHEX, INC. reasonable opportunity to act on it, and (b) all obligations of Merchant to BANK/SEAMLESS CHEX, INC. that have arisen under this agreement have been paid in full. eCheck – Merchant hereby authorizes SEAMLESS CHEX, INC. in accordance with this Agreement to initiate Remotely Created Checks to cover all Fees. The authority is to remain in full force and effect until (a) One hundred and twenty (120) days after SEAMLESS CHEX, INC. has received written notification from MERCHANT of its termination in such a manner as to afford SEAMLESS CHEX, INC. reasonable opportunity to act on it, and (b) all obligations of Merchant to BANK/SEAMLESS CHEX, INC. that have arisen under this agreement have been paid in full. Seamless Chex, Inc.’s service will continue month-to-month until you cancel your Service, or your Service is terminated. 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, Inc. Service. We will bill all fees to your Payment Method. Unused service is not considered grounds for automatic account closure. 

DEPOSITS

Based on risk analysis some Merchants may be asked to put up a Deposit to cover future fees. Sometimes this can occur after an NSF event where Seamless Chex, Inc. fees are rejected by the Merchant’s Bank or Credit Card company. Deposits are held for the life of the account. A portion of the deposit or all the deposit may be returned upon appeal and a review of the merchant’s payment history. All Deposits are returned within 14 days of Account Cancellation notification or termination notification less any, and all applicable fees, if the merchant has been active more than one year. Otherwise, deposits will be held for 180 days following cancellation or termination. 

CANCELLATION & TERMINATION

You may cancel your Seamless Chex, Inc. service at any time. There are no refunds for partial month service or for unused prepaid service. To cancel, send an email to support@seamlesschex.com indicating your desire to cancel. There are no Cancellation Fees unless otherwise stipulated but Annual Security Fees will be due upon Cancellation.  

Upon termination of the Services by either party for any reason:

  1. Seamless will cease providing you with the Services and you will no longer be able to access your account;
  2. Unless other provided for in writing, you will not be entitled to any refunds of any Fees, pro rate or otherwise;
  3. Any outstanding balance owed to Seamless for the use of the Services through the effective date of such termination will immediately become due and payable in full. 
  4. We Reserve the right to modify or terminate the Seamless Service, the Terms of Service and/or your Account for any reason, without notice at any time.
  5. Fraud: Without limiting any other remedies, Seamless may suspend or terminate your Account if we suspect that you have engaged in fraudulent activity in connection with the use of the Services.

TERMINATION

Seamless Chex, Inc. reserves the right to cancel services along with access to the software/portal/gateway at out sole discretion based on changes in the merchants risk profile including but not limited to; Changes in company legal status, changes in company’s or persons ability to pay future fees, customer complaints, excessive bank changes, ongoing legal investigations, excessive Risk and/or Credit Holds, any illegal activity or industry rule violations. 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. All remaining fees including Annual Fees are due and payable immediately. 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, Inc. or other trademarks licensed under this Agreement, and (iii) immediately remove any Seamless Chex, Inc. 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. 

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 Chex, Inc. and its respective employees, affiliates, members, representatives and agents (collectively “Disclaiming Entities”) 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) 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. 

REPRESENTATIONS AND WARRANTIES

You represent and warrant to us that: (a) if you are a natural person, you are at least 18 years of age; (b) you are eligible to Apply 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, Merchant warrants and represents that any, and all information provided or disclosed to Seamless Chex, Inc., is accurate and current. Furthermore, Merchant warrants and represents he/she has the full legal power, authority and capacity to provide or disclose such information to Seamless Chex, Inc.. In no event shall Seamless Chex, Inc. assume any liability of any kind in connection to or arising out of any misrepresentation, misleading, deceptive or false information provided or disclosed by Merchant. 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. Merchant agrees to protect, defend, indemnify and hold harmless, Seamless Chex, Inc. 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, Inc. 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 Merchant. Any, and all warranties herein shall survive the termination of this Agreement. All and all information disclosed by Merchant shall be subject to Seamless Chex, Inc.’s Privacy Agreement. 

NO WARRANTIES

All the information and material provided with respect to Seamless Chex, Inc.’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, Inc. represent, warrant or guarantee of any kind, that Seamless Chex, Inc.’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. 

CHOICE OF LAW

Seamless Chex, Inc.’s website and Seamless Chex, Inc. services are operated and provided in the State of New York. As such, Seamless Chex, Inc. is subject to the laws of the 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 California, without regard to its conflict of law principles. Seamless Chex, Inc. makes no representation that its website or its services are appropriate, legal or available for use in other locations. In the event these terms and conditions are breached, all disputes must be settled through binding arbitration. 

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. 

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 on our website or any other websites maintained or owned by us. Any use of the Service or software/portal/gateway after our publication of any such charges shall constitute your acceptance of this Agreement as modified. 

ASSIGNMENT

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. 

PARTIES This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger or acquisition) or any permitted assigns. 

SEVERABILITY

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. 

ENTIRE AGREEMENT

This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Seamless Chex, Inc. with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Seamless Chex, Inc. 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, Inc. 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.

Words and expressions used in this Application will, unless otherwise defined in this Application, have the same meaning as set out in the Terms and Conditions. By signing this Application you are:

  1. Confirming that you are duly authorized to sign on behalf of the Merchant and no consent or approval is required from any other person.
  2. Acknowledging that in certain circumstances Transactions may be charged back to you, and that you accept the risk of any such chargebacks.
  3. Agreeing that you will comply with the Payment Card Industry Data Security Standards (PCI DSS).
  4. Merchant understands agree and hereby holds harmless Seamless Chex, INC (SC) as stated; Seamless Chex, INC hereby agrees to indemnify, defend (with counsel reasonably acceptable to SC ), protect and hold harmless SC and it’s officers, directors, shareholders, affiliate identities and persons, employees, a gents, representatives and attorneys (collectively the “Representatives”) from and against any and all claims, causes of actions, demands, judicial and administrative proceedings, liabilities, forfeitures, errors, damages, costs and expenses (including without limitation, reasonable attorney’s fees and attendant costs and expenses whether or not suit is filed or proceedings instituted thereon), directly or indirectly arising in connection with this Merchant Agreement or the various subject matters hereof or relationships created hereby ;or any breach or default in Merchant’s performance of any of its obligations hereunder, or Merchant’s operation of its business, or its maintenance and/ or operation of its Web Site, or any act or omission of any of Merchant’s Customers, the Merchant’s Bank, or any of Merchant’s partners, shareholders, officers, directors, employees, managers, agents, representatives, whether or not intentional or negligent, and whether or not covered by any policies of insurance. Without limiting generality of the foregoing. SC and Merchant expressly acknowledge and agree that SC will not in any way be held responsible for any type of “chargeback’s” or any issues relating to Merchant’s credit card processing account. Merchant agrees to hold SC and its Representatives, harmless from and against any damages or losses whatsoever, in the event of mechanical, power or communications failures which are out of SC control.
  5. Confirming that you understand that an Authorization Code is not a guarantee of payment, particularly where the Cardholder or Card was not present when the Transaction was undertaken.
  6. Acknowledging and agreeing that you have read and are bound by the terms of the Agreement (comprising this Application, the Terms and Conditions and such other documents as the parties may from time to time agree, which together, shall constitute the entire Agreement between the parties) (the “Agreement”). 

You confirm that the information provided in the Application is correct and You have read and accept the Seamlesschex.com Terms of Service and Check Processing Terms & Conditions. Your Check Processing Agreement has been Signed by a duly authorized representative for and on behalf of the Merchant. Youconfirm that I have fully reviewed the Terms 

The Check Processing Agreement has been executed on behalf of and by the authorized management of each party as of the date below. Merchant authorizes SEAMLESS CHEX, INC. or any credit reporting agency by SEAMLESS CHEX, INC. or agent of SEAMLESS CHEX, INC. [hereinafter referred to as “SEAMLESS”] to make whatever inquiries that Seamless deems appropriate to investigate, verify or research references, statements or data obtained from Merchant. 

You may not access or use any Services unless you agree to abide by all of the Check Processing 

Terms & Conditions If you do not understand any of the terms of this Agreement or the

Terms of Service, or anything else please contact us before using our Services at 888-998-2439.