Terms of Service

Last updated January 18, 2022

These vcita Payment Services Terms of Service govern the relationship between vcita Inc. and any of its affiliates (“vcita”, “us”, “we” or “our”) and you, or an entity you represent (“you” or “your”), together with our Terms of Service, and our Privacy Policy (together, the “Terms”), with respect to your use of vcita’s cloud-based payment processing system and associated services (the “Payment Services”) as part of offering your products and/or services using the vcita platform, the vcita mobile application and/or any other services, applications and features offered or enabled by or through us (collectively with the Payment Services, the “Services”).

By using the Payment Services, you are accepting and agreeing (including on behalf of the entity you represent) to be bound by these Terms and the Additional Terms (as defined below) and representing that you have full right, power, and authority to enter into and perform hereunder. Please read these Terms and the Additional Terms carefully before using the Payment Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable Law (as defined below).

By using the Payment Services, you hereby fully authorize vcita to enable the Processing Services (as defined below), submit Transactions, debit your Payment Services Account (as defined below), make decisions regarding the Processing Services and request changes to the setup of the Processing Services on your behalf.

We may amend or otherwise modify all or a part of these Terms from time to time. Any revised Terms will be available on the vcita website. You are responsible for periodically reviewing these Terms. Amendments and modifications to these Terms will be deemed effective once posted online, unless otherwise noted. Your continued use of Payment Services following any modification constitutes your acceptance of the modified terms (except to the extent that other notice or consent is required by applicable Law). If you do not agree with the modified terms, you should discontinue any access to or use of the Payments Services immediately.

1. Overview

1.1 General

These Terms provide a general description of the Payment Services that vcita may provide you, including those services that allow you to accept payments from purchasers of your products or services (your “Customers” and “Transactions”, respectively). The Payment Services allow you to accept payments via credit cards and debit cards including processing cards such as Visa®, MasterCard®, American Express®, Discover® and, if applicable, ACH transactions.

1.2 Processing

Our Payment Services include payment facilitation, authentication and other financial services, transaction reporting, settlement of funds and other services provided by Payrix Solutions, LLC (the “Processor”) and their payment processors and banks (the “Processing Services”). We may add or remove Processors at any time. In addition to accepting these Terms you hereby agree and accept prior to using Payment Services to be bound by the Processor Sub-Merchant Agreement as may be amended from time to time with or without notice to you (together, the “Processor Terms”), which are hereby incorporated by reference. Your continued use of the Payment Services constitutes your consent and agreement to such additions, removals and amendments. vcita is not a party to the Processor Terms and is not liable to you with respect to the Processing Services, which are provided solely by the Processor.

2. Your Payment Services Account

2.1 Registration

In order to use the Payments Services, you must register and provide us and the Processor with certain information (“Registration”). The information you are required to provide as part of the Registration may include personal information such as name, birthdate, and government-issued identification number, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, your beneficial owners, principals, etc. and we may ask for your financial information, or information we use to identify you, and other individuals associated with your account and other information required by us or by the Processor (“User Information”). We and/or the Processor may further require you to provide documentation supporting your User Information and/or documentation regarding your business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents. By registering to the Payment Services, you hereby authorize us to take any action together with the Processor, all in accordance with and subject to these Terms and the Processor Terms.

2.2 Verification & Underwriting

Your User Information and documentation will be used to verify and assess your eligibility to use the Payment Services. We will notify you of your account status and will, on your behalf, instruct the Processor to establish a payment account for you to be used to account for and settle amounts as part of your use of the Payment Services (“Payment Services Account”). Notwithstanding the above, we and/or the Processor may, at any time and in our exclusive discretion, reject the attempted Registration to use the Payment Services, or suspend or discontinue any use of the Payment Services, at any time and for any reason, according to ours and/or Processors internal rules, risk considerations, policies, procedures or instructions of banks, Payment Networks (as defined below), and/or under any of our Terms and/or Processor Terms, Operating Regulations (as defined below), applicable Law and regulations and any terms applicable to the Payment Services Account. We may require further information and documentation in order to validate information you provided, allow the use, or continued use, of the Payment Services or the payout of any Settlement Amounts (as defined hereunder), or in order to calculate outstanding credit exposure or risk of loss (for example, your refund and shipping policies, data on captured but unfulfilled charges, the time between charge capture and fulfillment of your Customer orders), or other records pertaining to your compliance with these Terms, the Processor Terms, Operating Regulations, applicable Laws and regulations and any terms applicable to the Payment Services Account, in which case you will promptly provide such required information or documentation, all in accordance with our and/or Processor’s internal rules, risk considerations, policies, procedures or instructions. You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your representative. You acknowledge that we may use your information to verify any other information you provide us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge and agree that we are under no obligation to provide you with a Payment Services Account, and such decisions are in the sole discretion of vcita. Please note- only businesses and other entities or persons located in the United States are eligible to apply for a Payment Services Account in order to use the Payment Services.

2.3 Changes and Updates

All User Information and documentation you provide us as part of as part of the Registration process or any subsequent inquiry or request and in connection with the Payment Services, must be complete and accurate. You must promptly update us, Processor and your Payment Services Account with any changes affecting you, the nature of your business activities, beneficial owners, principals, or any other pertinent information. We may suspend or terminate your Payment Services Account if you fail to keep this information current. You are solely and fully liable for the accuracy, consistency and completeness of the User Information and all other information you or anyone on your behalf provide us and/or the Processor as part of the Registration process or any subsequent inquiry or request. You shall be held responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out of date, inaccurate or partial information.

2.4 Corporate Changes

You will promptly notify us in writing within three (3) days if (i) you are subject to any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (ii) there is an adverse change in your financial condition; (iii) there is a planned or anticipated liquidation or substantial change in the basic nature of your business; (iv) you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or (v) you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

2.5 Process Timing and Completion

If Your Registration process is not completed within the period of time defined by us, if you do not provide us with requested information or documentation, or if we or the Processor are unable to verify your information or documentation, we or the Processor may suspend and/or block your ability to use the Payment Services and further terminate these Terms and/or return all Transaction amounts made prior to such time to your Customers. We may notify you prior to such actions but, whether notice is provided or not, this does not derogate in any way from your responsibility to ensure your compliance with these requirements.

2.6 Dashboard

You may manage your Payment Services and enable additional features through the vcita dashboard (“Dashboard”).

2.7 Non-transferable Account

Unless agreed otherwise by vcita in writing, your Payment Services Account is non-transferable, and any change of your User Information shall require prior approval by the Processor in order to come into effect.

2.8 Rejection of Registration

You hereby acknowledge and agree that if we or the Processor decide to reject your Registration or terminate your account and discontinue your use of the Payment Services, the funds already deposited to your Payment Services Account may, based on Processor’s decision, not be paid to you, and such funds may be held by the Processor (and treated according to its procedures) and/or refunded to the relevant Customers. You assume all liability for any loss, cost or damage you may incur due to the rejection of your Registration, and release vcita and any third party from any such liability.

2.9 Use of Your Information

Our use, collection and processing of your User Information and any all other information and data provided by you or your Customers are subject to our Privacy Policy. As part of enabling and providing you with the Payment Services and your Payment Services Account you hereby permit us to and we may use and further share information you provide us with third parties such as our affiliates, Processor, competent authorities, applicable banks, payment networks such as Visa, Mastercard, American Express and Discover (“Payment Networks”).

3. Your Activities, Products & Services and Customers

3.1 Your Relationship with your Customers

You may only use the Payment Services to facilitate legitimate Transactions with your Customers. You may not use the Payment Services to send money to others, to conduct any personal transactions, or for any other purposes prohibited by these Terms. You are the merchant of record and assume all merchant responsibilities, including those under the Operating Regulations with respect to each Transaction. vcita is not responsible for the products or services you publicize, sell, provide, or that your Customers purchase using the Payment Services. You shall provide your Customers with proper ways to contact you and have sole responsibility of handling Customer complaints, resolving any Customer support issues, and shall keep vcita fully exempted from any responsibilities with respect to your Customers, products and/or services. You shall be responsible to ensure the correctness and legitimacy of your Transactions, and to research and contact your Customers prior to completing any suspicious Transactions and you shall be solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Payment Services. You understand and agree that vcita and/or Processor may require additional payment information from your Customer to complete a Transaction. This request shall be communicated to you by us. You further understand and agree that any failure by you to respond to such request may delay, or altogether prevent, the completion of such Transaction “Operating Regulations” shall mean the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any card association, Payment Network, or other payment methods enabled through the Payment Services used to process any Transaction, as any or all of the foregoing may be amended and in effect from time to time.

3.2 Your Website, Products & Services and Terms

While using the Payment Services you will: (i) ensure compliance of your website, services and products with applicable Laws and Operating Regulations, including proper and accurate disclosure and description of your terms including how you handle data and Personal Information, products and services, Transactions, prices, amounts charged and currencies; (ii) accurately communicate, and not misrepresent, the nature of a Transaction, and the amount of the charge in the appropriate currency prior to submitting it. If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices (UDAAP); (iii) provide a receipt that accurately describes each Transaction to Customers; (iv) not sell products or services that are or in a manner that is unfair or deceptive, not offer or sell any products or services, or provide any information, content or material which are prohibited by Law, seen as high risk by any of the Payment Networks, or is otherwise prohibited under these Terms and/or the Processor Terms, not exposes Customers to unreasonable risks, or not disclose material terms of a purchase in advance; (v) inform Customers that vcita processes Transactions for you; (vi) maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund (as defined below); (vii) ensure compliance with applicable Laws and Operating Regulations with respect to recurring transactions, including necessary disclosures and Customer consent prior to the recurring transaction, as well as the disclosure and method for cancelling recurring transactions; (viii) ensure compliance with the Payment Card Industry Data Security Standard (PCI DSS), the Payment Application Data Security Standard (PA DSS), and any successor standards or requirements, as applicable; (ix) ensure compliance with OFAC sanction programs, the performance of OFAC and Specially Designated Nationals and Blocked Persons checks, or any other applicable trade sanctioning regulations with respects to your Customers; and (x) ensure compliance with applicable export control laws. You have sole, exclusive and full responsibility for your products and services, the content of your website, including the publicity, text and images presented on your website. We disclaim any and all responsibility or liability in connection with any of the foregoing and may further be required to report to tax authorities, certain reports regarding the Transactions.

3.3 Fines

You are responsible for any and all charges, fees, chargebacks, refunds, fines or penalties imposed in relation to your Payment Services Account on you or us by us or any Processor or any other applicable third party from your use of the Payment Services in a manner not permitted under these Terms or Processor Terms and you shall be solely liable for any losses incurred by us or the Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of the Payment Services, including any use made in breach of these Terms by you (including your employees, agents, representatives or contractors) or any of your Customers and we will have no liability or obligation whatsoever in connection with any act or omission of the Processor, the bank and Payment Networks.

3.4 Enforcement

Without limiting any other right we may have under these Terms or applicable Law, we shall have the right, either directly or by providing instructions to the Processor and with no liability to you, to refuse, condition, or suspend any Transactions, block or suspend your use of the Payment Services, instruct Processor to withhold any amounts that may be payable to you or return any amount to your Customers, require you to change, add or omit content from your website to ensure compliance with the Operating Regulations, Processor Terms and these Terms; and share any information related to such activity (which may include information about you, your Payment Services Account, your Customers, and Transactions made through your use of the Payment Services) with the appropriate Processor, financial institution, regulatory authority, or law enforcement agency, consistent with our legal obligations, in the event of (i) suspected or actual fraud; (ii) your breach or suspected breach of these Terms, Processor Terms, Operating Regulations or applicable Law; and/or (iii) exposure to risks unacceptable to us.

3.5 Your Support to Your Customers

You are solely responsible for providing support to your Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities.

4. Bank Account

4.1 Your Bank Account

vcita and Processor will arrange to settle funds to a designated active bank account provided by you which is under your control and ownership and under your business name (your “Bank Account”). We and Processor may verify your Bank Account and maintain records thereof and your Bank Account shall be subject to Processor’s approval. You hereby warrant and represent that you are authorized to initiate settlements to and debits from the Bank Account, and that the Bank Account is owned by you and managed by a bank located in the United States.

4.2 Updating and Closing your Bank Account

Any update or change of your Bank Account shall be subject to the Processor’s approval and further compliance with these Terms and may not be in effect in relation to Transactions conducted prior to the processing of such change. You must ensure that your Bank Account remains active, in good standing and fully capable of being used in connection with the Payment Services, for as long as the Transactions conducted by you are subject to cancellation or Reversal (as defined below) (and as otherwise specified or required by the Payment Network(s) and/or Processor). You may close your Bank Account only after satisfying your obligations under these Terms.

5. Representations; Warranties

5.1 General

You hereby warrant, represent and undertake that throughout your use of the Payment Services, you and anyone acting on your behalf (and the legal entity you represent): (a) are at least eighteen (18) years old, authorized to provide the information described in these Terms on your behalf and to bind you to these Terms; (b) are authorized to conduct business in the jurisdictions in which you operate; (c) are not a resident of any country embargoed by the United States, nor on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other applicable trade sanctioning regulations; (d) are conducting your business from and business is located in the United States; (e) will use the Payment Services only for your business and not for the benefit of any third party; (f) will use the Payment Services for commercial purposes only, and not or to permit others to use it for any personal, family, money transfer or household purposes; (g) will use the Payment Services for legal purposes only and in a lawful manner and will not use them for any fraudulent or illegal purposes or in breach of these Terms; (h) will comply with all laws, rules, and regulations (“Laws”) applicable to your use of the Payment Services and Transactions including, without limitations domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions; and (i) that all the User Information provided in your behalf and in connection with the Payment Services and Bank Account is complete and accurate.

5.2 Payment Networks Rules

In addition to the foregoing, when accepting payment card payments, you must comply with all applicable Payment Network rules; you acknowledge that each Payment Network is the sole and exclusive owner of its marks, and you agree not to contest the ownership of its marks for any reason. You further acknowledge that each Payment Network has the right to enforce any provision of its rules and to prohibit you and/or us from engaging in any conduct such Payment Network deems could injure or create a risk of injury to it, including injury to its reputation, or that could adversely affect the integrity of the interchange system, the Payment Network’s confidential information, or both. You are required to read and be aware of the Payment Network’s rules.

5.3 Automated Clearinghouse (ACH)

The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and its member organizations. To the extent applicable you are required to comply with the NACHA operating rules as amended from time to time.

5.4 Restricted Businesses and Activities

You may not use the the Payment Services to enable any person (including you) to benefit from any activities identified as a restricted business or activity or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

5.5 Privacy

You affirm that you: (a) are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of any data and information that you provide us or that you access through your use of the Payment Services; (b) have provided all notices and obtained all necessary rights and consents under applicable Laws to disclose to us and allow us to collect, use, retain, and disclose any Personal Information provided by you to us or that you authorize us to collect, including such data we may collect directly from Customers using cookies or other similar means. As further provided in our Privacy Policy, you are solely responsible for disclosing to Customers that we, Processor and/or other third-party service providers process Transactions for you and may receive Personal Information from you.

5.6 Security

You are solely responsible for the security of any data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Payment Method Rules when handling or maintaining your Customer’s data and Personal Information and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Payment Services Account or terminate your use of the Payment Services and these Terms. You are responsible for assessing the security requirements of your business and selecting and implementing security procedures and controls appropriate to mitigate your exposure to security incidents. You are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement security controls will only increase the risk of fraud. vcita is not and will not be liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your Payment Services Account, unless such losses result from our willful misconduct.

6. Fees; Taxes

6.1 Fees

Use of the Payment Services is subject to payment of the fees and charges as set forth below and which may be amended by us from time to time at our sole discretion (“Fees”). We may revise the Fees at any time. We may offer different Fees based on a number of criteria established from time to time and at our sole discretion. All Fees are non-refundable. The Fees shall be deducted from your Payment Services Account balance. You hereby authorize and direct us, Processor, banks and other related third-party service providers to enable, receive and settle any payment processing proceeds owed to you through the Payment Services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Bank Account.

6.2 Taxes

You are obligated to pay all taxes, customs, duties, fees and other charges imposed by any governmental authority (“Taxes”), on the Payment Services provided under these Terms. You agree that you are responsible for determining what Taxes, if any, apply to you, and remitting applicable Taxes as required by applicable Law in all relevant jurisdictions. You agree that vcita is not responsible for assessing, collecting, reporting, or remitting any Taxes on the Payment Services provided under these Terms and/or on any payments or payouts you make to any third-party through the Payment Services. You agree that we or other third-party service providers may have tax reporting responsibilities with respect to your use of the Payment Services.

7. Settlements

7.1 General

All Transaction amounts, after deduction of the applicable Fees shall be allocated to your Payment Services Account and held by the Processor and its banking partners in pooled accounts. You may not withdraw such pooled amounts or be entitled to any interest on them. Subject to all other provisions of these Terms, the positive balance in your Payment Services Account minus all Transaction Cancellation costs and any other amount you may owe us or Processor, or otherwise deducted pursuant to these Terms (“Settlement Amounts”) shall be transferred by the Processor to your Payment Services Account once such amounts are available for settlement, and in accordance with our settlement schedule. vcita or Processor may require a holding period before making initial settlement to your Bank Account. Settlement Amounts may be paid only to an active Bank Account which is in full compliance with these Terms and the Processor Terms. You assume all responsibility and shall have no claims towards vcita in the event of any losses and damages that you or any third party may incur due to any non or erroneous settlement of a Settlement Amount, your incompliance with these Terms or to providing a wrong Bank Account.

7.2 Withholding and Settlement Schedule

We reserve the right to enforce a holding period prior to the settlement of the Settlement Amounts or change the settlement schedule at any time, including due to: (i) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by us in our sole discretion; (ii) in the event that we suspect or become aware of suspicious activity; (iii) if you have a negative balance on your Bank Account; or (iii) if we are required by Law or court order. We will notify you in the event we choose to exercise such rights. The Processor, banks or other financial institutions holding your Payment Services Account may also require a holding period before the settlement of the Settlement Amounts to your Bank Account. We are not responsible for any delay of any Settlement Amounts made in accordance with these Terms or if ordered by any third party.

7.3 Settlements Disputes

If you have any disputes regarding any Settlement Amounts you must notify us in writing within 45 days following the date of settlement. No disputes or complaints shall be accepted after 45 days, and following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible and final.

7.4 Settlement Records

Except as otherwise required by applicable Law, you are solely responsible for maintaining your records regarding your Transactions and Payment Services Account in accordance with applicable Law. You may view and verify your balances Settlement Amounts payable to you through the Dashboard. Unless otherwise required by applicable Law, you shall be solely responsible for ensuring the accuracy of the amounts reflected in the Dashboard and the Settlement Amounts received and vcita disclaims all liability and responsibility for the accuracy and/or availability of such information. In the event of any discrepancy between the information reflected on the Dashboard and the Transactions, you must notify us immediately and we will, together with the Processor investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. You will promptly provide such with any requested information and assistance in connection with such investigation. We are and shall not be responsible for any act or omission of the Processor, any of its service providers or partners, or any financial institution, with respect to the settlement.

8. Transaction Cancellation; Dispute; Refund; Reversal

8.1 Cancellations

You shall be fully responsible for the Transactions, cancellations or cancellation requests of Transactions, including due to a Dispute (as defined below), Refund (as defined below) or the reversal or return of a Transaction conducted, facilitated or initiated by the vcita Payment Services, Payment Networks, Processors or banks (“Reversal” and together, a “Transaction Cancellation”). You shall be liable to us for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation. We are not responsible or liable to you for any Transaction Cancellation. Both us and Processor will have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amounts payable to you or if such deduction or collection is not possible, to issue you with an immediate payment request for the Transaction Cancellation amount and Cancellation Costs. Transaction Cancellations may require the payment of certain Fees.

8.2 Disputes

Except where we and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit charges through the Payment Services on their behalf; (ii) providing confirmation or receipts to Customers for each charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. When applicable, you may challenge Transaction Cancellation orders initiated by a Customer (“Dispute”) through the Payment Services, by providing information and documentation according to the relevant Operating Regulations. You acknowledge and agree that we will have no liability with respect to the provision of such services. You further agree and acknowledge that the information and documentation provided will be shared with your Customer, its payment providers and other relevant financial institutes. Failure to provide such information and documentation in a timely manner may not allow you to dispute a cancelled transaction. Payment Networks may either accept or deny your challenge. Dispute amounts will be deducted by us and Processor from your Payment Services Account upon a Dispute and be credited to your Payment Services Account if your challenge is accepted by applicable banks. We are not a party to the Dispute challenging process. You may not submit a new charge which duplicates a Transaction that is subject to a Dispute.

8.3 Refunds

You will bear all costs and expenses associated with or resulting from any Transaction Cancellation, which is initiated by you and results in the reimbursement of the Customer for all or some of the amounts paid in such Transaction (“Refund”) including any Fees incurred due to the original Transaction, which shall not be refunded. A Refund of a Transaction shall be subject to the existence of sufficient balance in the Payment Services Account. Both us and the Processor shall have the right to withhold funds in the Payment Services Account and/or deduct the associated Refund amount from the Payment Services Account in order to process and pay Refunds. We may decline any Refund if we believe that there is a risk that you will not meet your liabilities under these Terms.

8.4 Reversal

A Reversal may be issued if a charge is made without the account owner’s authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you notice and a description of the cause of the Reversal.

9. Reserve; Debt; Set-Off

9.1 Reserve Amount

You authorize us to instruct Processor to establish and maintain (by itself or by the bank) a reserve amount in order to protect the Processor or bank from actual or potential liabilities (“Reserve”). The Reserve amount will be determined by Processor in its sole discretion and may take into consideration any expenses or losses, Transaction Cancellations, Customer complaints and/or the nature of your business.

9.2 Debt Collection and Set-Off

You agree to pay all amounts due or owed to vcita, on demand. Your failure to pay amounts owed to vcita under these Terms, the Processor Terms, Operating Regulations and/or any applicable Law, is a breach, and you will be liable for any costs we incur during collection in addition to the amount you owe. We may collect and/or set-off any amount you owe us including any cost or expense (including attorney and collection agency fees) associated with such collection, by (a) instructing Processor to deduct such amounts from your Payment Services Account; (b) debiting the payment method we have on file for you.

10. Disclaimer; Limitation of Liability; Indemnification

10.1 DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PAYMENT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. VCITA ASSUMES NO LIABILITY FOR YOUR USE OF THE PAYMENT SERVICES. THE PAYMENT SERVICES MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OTHER MISTAKES AND VCITA DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NOTHING IN THESE TERMS CONSTITUTES ANY WARRANTY OR REPRESENTATION AS TO THE SUITABILITY, RELIABILITY, ACCURACY OR COMPLETENESS OF THE PAYMENT SERVICES FOR ANY PURPOSE. YOU AGREE THAT USE OF THE PAYMENT SERVICES IS ENTIRELY AT YOUR OWN RISK.

10.2 LIMITATION OF LIABILITY

NEITHER VCITA NOR PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF THE PAYMENT SERVICES) SHALL BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NEITHER VCITA NOR PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF THE PAYMENT SERVICES) SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN THE PAYMENT SERVICES, WHICH ARE A RESULT OF ANY FAILURE OF THE WEBSITE, FORCE MAJEURE EVENTS, VIRUSES OR OTHER MALICIOUS SOFTWARE, BUGS, ERRORS, OR INACCURACIES OF ANY KIND, RESTRICTIONS IMPOSED BY THE GOVERNMENT OR TELECOMMUNICATIONS SERVICE PROVIDERS, OR AS RESULT OF ANY MISUSE OF THE PAYMENT SERVICES, A SUSPENSION OR OTHER ACTION TAKEN IN ACCORDANCE WITH THESE TERMS, YOUR BREACH OF THESE TERMS, INCORRECT OR INCOMPLETE USER INFORMATION AND/OR ACTS OR OMISSIONS OF THIRD PARTIES. THE FOREGOING IS IN ADDITION TO THE LIMITATION OF LIABILITY SET FORTH IN THE VCITA TERMS OF USE. VCITA’S, AND ITS THIRD-PARTY SERVICE PROVIDER’S LIABILITY UNDER THESE TERMS FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU HEREUNDER DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO CLAIM.

10.3 Indemnification

You agree to defend, indemnify, and hold vcita and its officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on their behalf, harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees), as incurred, arising out of or resulting from any third-party (including Customers) claim, action, or proceeding (a “Claim”) in relation to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (ii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) your violation of any applicable Law; (iv) your negligent or willful misconduct, or the negligent or willful misconduct of your employees, contractors or agents; (v) any action taken by us or our service providers in accordance with or in good faith reliance upon information or instructions provided by you or any of your employees, contractors or agents; (vi) any claim by a Customer, or any obligation owed to any Customer or other third party by you, or any third party retained by you. Upon receiving a Claim, vcita shall provide you with written notice and allow you to assume control over the defense and/or settlement of the Claim, provided that vcita reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of any Claim and any settlement of a Claim by you shall require vcita’s prior written approval.

11. Term; Termination

11.1 Term

These Terms, as may be amended from time to time, become effective upon your acceptance of these Terms or use of the Payment Services and shall continue to apply in full force and effect until terminated as provided herein.

11.2 Termination

You may terminate these Terms at any time by notifying us in writing. Without derogating from any other right we have, including the right to cancel or suspend your use of the Payment Services as set forth above, we may terminate these Terms and discontinue your use of the Payment Services at any time, for any reason, effective upon providing you a notice.

11.3 Effect of Termination

Upon termination of these Terms, you will cease all use of the Payment Services, complete all pending Transactions, and stop accepting new Transactions. In addition, upon termination you understand and agree that (i) all licenses granted to you by Company under this Agreement will end; (ii) we reserve the right to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of Payment Services, or any termination or suspension of the Payment Services or deletion of your information or account data; (iv) we reserves the right to withhold any amount payable to you until we believe that the risk of Disputes or other risks with respect to your account are removed; (v) you remain liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of Payment Services prior to termination; and (vi) we and Processor may withhold amounts in your account, as may be required to enforce such obligations. The provisions of all sections that are relevant to such post-termination period, together with any terms that by their nature are intended to survive such termination, shall survive the termination of these Terms, including, without limitations, Sections 5-12.

12. Miscellaneous

12.1 Priority of Terms and Regulations

In the event of any contradiction or inconsistency between these Terms, the Terms of Service and Privacy Policy, these Terms shall prevail. In the event of a contradiction or inconsistency between these Terms and the Processor Terms, the Processor Terms shall prevail. In the event of any contradiction or inconsistency between any provision of any of these Terms and the Operating Regulations, the Operating Regulations shall prevail.

12.2 Waiver of Class Action and Jury Trial

You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are expressly not allowed. You further waive any right you may have to a trial by jury.

12.3 Governing Law; Jurisdiction

These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Delaware, USA, will have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms.

12.4 Modification

vcita may modify the terms of these Terms, at any time and in its sole discretion, with or without prior notice to you at any time and in any manner. It is your sole responsibility to review these Terms periodically, unless otherwise required by Law, we will post a notice of the last date of update on this page. If any such changes involve the payment of additional Fees, we will provide a notice of such change to all users of the Payment Services in accordance with these Terms. If any noticed modification to these Terms is unacceptable to you, your sole recourse will be to discontinue your use of the Payment Services.

12.5 Notices

We will use your contact details that we have in our records, in connection with providing you notices, as provided herein. You acknowledge that notices that we provide you, in connection with these Terms, will be provided via e-mail or on your Dashboard. Any notice to you will be deemed given upon the earlier of: (i) post; (ii) receipt; or (iii) 24 hours of delivery. Notices to us will be provided by you to vcita Inc., at [email protected] or through the Dashboard.

12.6 General

Neither party will be liable by reason of any failure or delay in the performance of the obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemics, terrorism, and governmental actions. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations hereunder without your consent or without prior notice to you. Subject to the foregoing conditions, these Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein will be null and void. These Terms will be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to Law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Law, and the remaining provisions of these Terms will remain in effect. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

vcita Payment Services Fees

Transaction Fees: 2.90% + $0.30 per Transaction

Refunds:
Refund Fee: $0.05 per Refund
Authorization Reversal Fee: $0.05 per authorization Reversal

Account update services: $0.35 per card update

Chargebacks:
Retrieval request: $15
Chargeback Fee: $15
Arbitration: $10

Withdrawals: $0.25 (daily)