DEMAND DRAFT/ECHECK OR ACH PROCESSING SERVICES TERMS AND CONDITIONS
This Agreement sets forth the terms and conditions under which eDebit Direct, LLC (“EDD”) will provide demand draft/eCheck or ACH processing services to Merchant. By using EDD’s service, you accept and agree to these terms and conditions which govern EDD’s service. If you do not agree to these terms of service, do not use EDD’s services. In consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows
1. Authority: Subject to the terms and conditions of this Agreement, Merchant (the “payee”) hereby authorizes EDD, and EDD hereby agrees to honor, execute and facilitate credit to Merchant’s designated account(s) all telephonic, oral, or written (including via facsimile transmission or via electronic or other means) requests of Merchant for demand drafts/eChecks or ACH and the deposit of funds. Merchant expressly grants authority to EDD to act as an agent-of-the-payee. As agent of Merchant, EDD is granted authority to obtain from the consumer (the “payor”) such information as required to process payments and/or refunds, for the purpose of payment for goods and/or services upon authorization from the consumer and provide that information to Merchant’s bank on the Merchants behalf. EDD does not at any point obtain or receive the funds being transferred and cannot guarantee any check will clear and will not be held accountable for any bank fees. Merchant acknowledges that the consumer’s obligation will be deemed fulfilled upon EDD’s receipt of accurate payment information, and that consumer will have no risk of loss in the event EDD fails to provide Merchant’s bank with the consumer’s payment information. Merchant further acknowledges that it is aware that EDD is not a bank or financial institution and has been retained solely as a payment processor.
2. Authorized Representatives of Merchant: Merchant shall provide the designation of each person (“Authorized Representative”) authorized to act on Merchant’s behalf in making telephonic, oral, electronic, or written demand draft/eCheck or ACH requests. EDD shall be entitled to rely upon the authority of each such person until such time as EDD receives written notice from merchant of the revocation of such authority.
3. Security Procedures: EDD system will assign a unique One Time Pin (“OTP”) to each authorized Merchant user to be used in connection with account login access. A new OTP is generated every 24hrs and sent to the Merchant user’s designated email address on file with EDD. Merchant users shall each use their best efforts to prevent the disclosure of procedures and the OTP applicable to the Merchant’s account. If Merchant believes, or has reason to believe, that the confidentiality of such procedures or PIN has been compromised, notice of that fact shall be given to EDD immediately by calling 888-616-2535 or emailing firstname.lastname@example.org, and submitting a written “Incident Report” to 6110 E. Colfax Ave. Ste. 4-162 Denver, CO 80220. In no event shall the Incident Report notice be given more than two business days from the date of discovery. Merchant shall implement and maintain at all times adequate safeguards to prevent unauthorized demand draft/eCheck or ACH requests from being made on its behalf. EDD reserves the right to change its security procedures, as EDD deems necessary in its sole discretion. EDD may conclusively presume that any authorized users identified on a demand draft/eCheck or ACH request was provided an OTP and otherwise complies with other verification procedures as an authorized user, and EDD shall regard their instructions as being authorized by Merchant. Merchant agrees to supply EDD, upon request, any information EDD may reasonably request, including but not limited to, further evidence of authority to consummate such demand drafts/eChecks or ACH or perform other acts under the terms of this Agreement. Merchant is solely responsible for any and all activities which occur under Merchant’s account whether authorized or unauthorized.
4. Adequacy of Security and Verification Procedures: Merchant acknowledges that the security and verification procedures set forth herein, and otherwise implemented by EDD from time to time, will not detect errors in the transmission or content of the demand draft/eCheck or ACH instruction, and Merchant agrees that it shall be solely responsible for the discovery and identification of any error and to advise EDD of such error as prescribed herein. Merchant agrees that the security and verification procedures set forth in Paragraph 3 of this Agreement, and otherwise implemented by EDD from time to time, are commercially reasonable, and that Merchant shall be bound by any demand draft/eCheck or ACH instruction issued in Merchant’s name and accepted by EDD in compliance with the security and verification procedures set forth herein and as otherwise may be implemented by EDD from time to time.
5. Procedure: All demand draft/eCheck or ACH requests will conform to EDD’s then-existing procedures, which may be amended by EDD from time to time in its sole discretion. Such procedures include the method for submitting demand draft/eCheck or ACH 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 demand drafts/eChecks or ACH is critical to the demand draft/eCheck or ACH function. Merchant acknowledges and agrees that EDD will rely solely upon the information Merchant provided in the demand draft/eCheck or ACH request to be used in executing such demand draft/eCheck or ACH. Merchant shall be required to pay EDD, and EDD is authorized to charge Merchant’s account, for any demand drafts/eChecks or ACH made by EDD at Merchant’s request utilizing solely any such account/routing/transit number or similar identifying numbers.
6. Time of Demand draft/eCheck or ACH Request; Sufficient Funds Available: EDD shall provide Merchant with a schedule showing the business hours during which it handles demand draft/eCheck or ACH requests. Requests received on Saturday and Sunday may be handled on the next business day. EDD may act upon all demand draft/eCheck or ACH requests on the date received, when received prior to the deadlines required by EDD. EDD shall not be required to act on the day it receives a request, if it receives the request after the business hours set forth in its schedule or cannot reasonably execute the demand draft/eCheck or ACH request within such business hours. EDD is authorized to use any means for the transmission of funds that EDD may consider suitable. EDD shall not be required to honor demand draft/eCheck or ACH requests, unless Merchant’s account is or arranges to be in good standing, and current. In no event shall EDD be liable for any NSF fees or any other administrative or punitive fees incurred by any financial institution where a check 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. EDD is not obligated to verify funds prior to acceptance of transactions or after deposit of a draft/eCheck. If EDD is delayed beyond the time limits provided in the schedule or by law in acting upon a demand draft/eCheck or ACH request because of circumstances beyond its control, the time for acting shall be extended for the time necessary to complete the action, provided EDD exercises such diligence, as the circumstances require. Merchant agrees that EDD shall not be responsible and will have no liability for any loss resulting from any delay in handling or consummation of any demand draft/eCheck or ACH, or for EDD’s inability for any reason to perform a requested amendment or cancellation of any demand draft/eCheck or ACH.
7. Handling of Demand draft/eCheck or ACH Requests, Amendments, Revocations and Discrepancies: Merchant may ask EDD to amend or cancel any demand draft/eCheck or ACH or related instruction, and EDD will use its best efforts to comply with such request if the request is made at a time and in a manner that gives EDD a reasonable opportunity to act on the request before it makes the demand draft/eCheck or ACH or carries out the instruction as Merchant originally requested; provided, however, that Merchant agrees that EDD shall not be responsible and will have no liability for any loss resulting from any delay in handling or consummation of any demand draft/eCheck or ACH request, or for EDD’s inability for any reason to carry out a requested amendment or cancellation of any demand draft/eCheck or ACH request. EDD will not be responsible to recover funds that EDD has already drafted/eChecked in accordance with a demand draft/eCheck or ACH request, nor will EDD be obligated to recover or reimburse any funds that were drafted/eChecked erroneously at the request of Merchant, or before EDD received and had time to act upon a request to amend or cancel the demand draft/eCheck or ACH request.
8. Duties of EDD: EDD has only those duties and responsibilities specifically set forth in this Agreement. EDD shall exercise the same degree of care and discretion in acting upon oral, electronic or written instruction for the demand draft/eCheck or ACH of funds as EDD would ordinarily take in the draft/eCheck of funds for its own account; PROVIDED, HOWEVER, EDD SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY EDD EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Any claim for compensation by Merchant must be made in writing and received by EDD within a reasonable time, not exceeding fourteen (14) days from the date of the transaction on which the claim is based.
!9. Indemnification of EDD: Except to the extent that EDD is liable under Paragraph 8 of this Agreement, Merchant hereby agrees to indemnify and hold harmless EDD, its directors, officers, employees and agents from all claims, demands, judgments and expenses (including their attorneys’ fees) arising out of or in any way connected with acts or omissions by EDD, its directors, officers, employees or agents in connection with the services agreed to hereunder. Merchant acknowledges that this indemnification shall survive the termination of this Agreement.
10. Limitation of Liability: Merchant agrees that EDD, in dealing with an Authorized Representative of Merchant who follows applicable security procedures and provides the PIN (if such security procedures and PIN are required by EDD), shall be entitled to accept and rely on any representation of such Authorized Representative that the purpose of exercising the authority is within the scope of the business of Merchant. EDD SHALL NOT BE OBLIGATED TO MAKE ANY INQUIRIES IN ORDER TO VERIFY OR CONFIRM ANY SUCH REPRESENTATION OR TO ASSURE THAT ANY ACTION OF THE MERCHANT ARE IN FACT APPLIED OR USED FOR ANY PURPOSES SO REPRESENTED OR FOR ANY OTHER PROPER PURPOSE; AND EDD SHALL IN NO EVENT BE RESPONSIBLE OR HELD LIABLE FOR ANY MISAPPLICATION OR MISUSE OF ANY FUNDS OR OTHER PROPERTY OF THE MERCHANT OR THE CONSUMER DRAFTED/ECHECKED OR DISPOSED OF PURSUANT TO ANY AUTHORITY HEREIN GRANTED. EDD IN NO EVENT SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR FAILURE OF PERFORMANCE OF SERVICES HEREUNDER. Nor shall EDD be liable for the insolvency, neglect, misconduct, mistake, or default of another company or person in initiating or completing demand draft/eCheck or ACH transactions. This includes but is not limited to the unauthorized debiting of funds from a consumer account as requested by the Merchant, or the inability for Merchant to receive payment from a demand draft/eCheck or ACH due to insufficient funds, account closure, account seizure or any other reason beyond the control of EDD. In no event shall EDD be criminally or civilly liable for any fraudulent checks whatsoever.
11. Fees, Charges and Reserves: EDD may charge to Merchant’s account(s) such reasonable demand draft/eCheck or ACH fees as EDD may impose from time to time in accordance with its customary pricing policies, and the agreed upon transaction costs for demand draft/eCheck or ACH services duly noted in the Schedule E. EDD may also reimburse itself by debits to Merchant’s account(s) for any direct charges incurred by EDD in connection with demand drafts/eChecks or ACH of funds. EDD may also request a reserve if the approval process deems it necessary, in order to secure future fees and/or charges. EDD may charge a re-activation fee in the event of previous account closure. Additional set-up fees will apply with each newly activated bank deposit sub-account. Merchant hereby authorizes EDD in accordance with all Rules and applicable laws to initiate debit/credit entries to Merchant’s checking account. The authority is to remain in full force and effect until all obligations of Merchant to EDD that have arisen under this agreement have been paid in full. Merchant hereby authorizes EDD in accordance with this Agreement to initiate demand draft/eCheck or ACH transaction to cover all Fees. The authority is to remain in full force and effect until (a) One hundred and eighty (180) days after EDD has received written notification from Merchant of its termination in such a manner as to afford EDD reasonable opportunity to act on it, and (b) all obligations of Merchant to EDD that have arisen under this agreement have been paid in full. Additional fees may apply if special assistance is required to complete the Integration set-up.
12. ACCEPTANCE: EDD, at its sole discretion will determine who qualifies for our service through our own defined Underwriting Guidelines. Merchant authorizes EDD to utilize a third-party credit reporting agency or agent of EDD, 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 EDD 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.
13. Account Thresholds: There are no Monthly Caps or Limits nor any Transaction Caps or Limits. However, Merchant may be assigned a Monthly Transaction Threshold if deemed necessary by EDD underwriting, in their sole discretion. Once a Threshold is met, the Risk Department my initiate internal risk protocols to review the account. If Risk determines that the account will be allowed to continue beyond the preset Threshold, additional fees may apply. Any transaction that exceeds a Merchant’s preset Monthly Transaction Threshold may be charged an Unqualified Transaction rate of 1.5% in addition to the standard rate. Thresholds may be appealed once every 6 months and all Risk decisions are final upon appeal.
14. Mobile App:
(a) Posting Content - Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as "User Content". EDD does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content - Content. By making any User Content available through the Services you hereby grant to EDD a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
(c) Your Responsibility for User Content - You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by EDD on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content - You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e) Transaction History - EDD will maintain a record of your Transaction(s) made using the Services for the previous two (2) years or such time as required by applicable law. You may access and view your Transactions History in the EDD App or by logging on to your Account.
(f) EDD Intellectual Property - We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
(g) App License - License. If you comply with these Terms, EDD grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
(h) Prohibitions and EDD Enforcement Rights. You agree not to do any of the following: Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar
or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; Use, display, mirror or frame the Services or any individual element within the Services, EDD's name, any EDD trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without EDD's express written consent; Access, tamper with, or use non-public areas of the Services, EDD's computer systems, or the technical delivery systems of EDD's providers; Attempt to probe, scan or test the vulnerability of any EDD system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by EDD or any of EDD's providers or any other third party (including another user) to protect the Services; Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by EDD or other generally available third-party web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing a EDD trademark, logo URL or product name without EDD's express written consent; Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing. EDD is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
- Links to Third Party Websites or Resources - The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
15. Force Majeure: EDD shall not be liable or responsible for failure to perform, delays or errors that occur by reason of acts of civil or banking authorities; national emergencies; labor difficulties; acts of God; insurrection; war; power supply failure; malfunctions or unavoidable difficulties with EDD’s demand draft/eCheck or ACH equipment; acts of, delays by or failure to act by any carrier and/or agent EDD may use to carry out the services to be provided under this Agreement; or any other cause or condition beyond EDD’s control.
16. Termination: This Agreement shall remain in full force and effect until terminated by Merchant by written notice, which notice shall specify the date of such termination. Any such termination shall not affect any rights or obligations of either party that accrue prior to the effective date of termination. EDD may terminate this Agreement immediately at its sole discretion if it has reasonable cause to believe that Merchant or any Authorized Representative is committing or attempting to commit an illegal or otherwise improper act, whether by means of demand draft/eCheck or ACH requests or other instructions covered by this Agreement or by any other means. EDD may also terminate this Agreement if the Merchant fails to resolve consumer complaints in a timely manner or incurs excessive complaints. All representations, warranties and obligations of Merchant shall survive any termination of this Agreement, whether with or without cause. Upon termination, access to the services will immediately discontinue and all remaining fees will be due and payable immediately. Upon termination Merchant agrees to (i) immediately cease use of the Service, (ii) discontinue use of any EDD or other trademarks licensed under this Agreement, and (iii) immediately remove any EDD references and logos from its website. In addition, upon termination, Merchant understands and agrees that (iv) the license granted under this Agreement shall end, (v) EDD reserves the right to delete all of its information and account data, (vi) EDD will not be liable to Merchant for compensation, reimbursement, or damages in connection with its use of the Service, or any termination or suspension of the Service or deletion of information or account date, and (vii) Merchant is liable to EDD for any fees or other amounts incurred by Merchant through its use of the Service prior to termination.
17. Compliance with Laws: By using demand draft/eCheck or ACH services, or any other service provided by EDD, Merchant hereby represents that Merchant is authorized under United States federal, state and local laws to conduct financial transactions with EDD and Merchant is not subject to sanctions by the governing bodies of the United States. Merchant further agrees and acknowledges that Merchant shall observe and comply with all present and future laws, ordinances, orders, rules, and regulations of all governmental units or other agencies, departments, authorities, boards, or commission having jurisdiction over or related to this Agreement, and the use of EDD’s services.
18. Governing Law: This Agreement shall be governed by the laws of the State of Delaware, including Uniform Commercial Code Article 4A, as adopted, and applicable federal law. Merchant consents to the jurisdiction of the federal court for the District of Colorado located in Denver, Colorado and waives any argument that such a venue is inconvenient.
19. 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.
20. Successors and Assigns: The provisions of this Agreement shall be binding upon and inure to the benefit of any legal successor to EDD or to Merchant, whether by merger, consolidation or otherwise. This Agreement may not be assigned or transferred by Merchant without the prior written consent of EDD.
21. Severability: Should any provision of this Agreement be declared invalid or unenforceable, the provision shall be ineffective only to the extent of the invalidity or unenforceability. The remaining provisions of this Agreement shall remain in full force and effect.
22. Amendments and Modifications: EDD may, from time to time, change or modify these terms and conditions and change, delete or impose conditions on any feature of the service that EDD, in its sole discretion, deems reasonable. Such revisions will be effective immediately and any use of the services after publication of such changes shall constitute acceptance of this Agreement as modified.
23. RESTRICTED USE: It is EDD’s 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 and conduct business generally ("Excluded Activities"). These Excluded Activities or Products sold by merchants include but are not limited to the following; Explicit Pornography, Outbound Telemarketing, Controlled Substances, Drugs / Nutraceuticals / Supplements / Vitamins / Pseudo Pharmaceuticals that are deemed unsafe, Ponzi/Pyramid Schemes, Stolen/Replica/Knock-Off items, Get Rich Quick Schemes designed to defraud customers, Gun Merchants without Federal Firearm Licenses, Charities without 501(c)3 status, Debt Relief Services, Health Care Plans and/or Medical Discount Plans, Student Loan Reduction Services and/or Credit Card Interest Rate Reduction Services, Advance Fee Loans, and/or Magazine Subscriptions. We may make exceptions from time to time but only if Merchant is not involved in illegal activities. EDD may publish from time to time a more detailed and comprehensive list of businesses and activities which we include within the scope of Excluded Activities. EDD reserves the right to reject any proposed Merchant account which we deem in our sole discretion could use our Services in conjunction with any Excluded Activity. If we discover after accepting a Merchant account that the Merchant is utilizing our Services in conjunction with an Excluded Activity, we may immediately terminate or suspend the account without notice, without liability to us. 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, Merchant 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 EDD’s 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 EDD’s services. Merchant agrees to use EDD’s services for its sole intended purposes. In no event shall Merchant use EDD 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, EDD 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 EDD.
Merchant agrees and acknowledges to one of the following applicable business practices:
- Merchant only conducts business to business transactions, and therefore the Telemarketing Sales Act
and the Telephone Consumer Protection Act are not applicable.
- Merchant only conducts transactions with consumers where there is a previously existing business
relationship, and therefore the Telemarketing Sales Act and the Telephone Consumer Protection Act
are not applicable.
- Merchant agrees and acknowledges that they do not engage in any telemarketing, and therefore the
Telemarketing Sales Act and the Telephone Consumer Protection Act are not applicable.
Merchant further agrees to the following:
- Merchant does not use interstate calls to sell plans, products, or services.
- Merchant has express confirmation from the customer that the remotely created payment order may be made on file.
- All representations by Merchant to Merchant’s customers are truthful.
- Merchant does not prompt responses from anyone who may not understand what they are agreeing to regarding the type of product/services sold and the use of demand drafting.
- Merchant complies with all other laws pertaining to the type of plan, product, and/or service sold.
If Merchant is relying on a previously existing business relationship to use EDD’s services, Merchant further agrees and acknowledges:
- Merchant has a pre-existing business relationship with the consumer that can be proven in writing and such relationship must not have been entered into through the use of telemarketing. If merchant violates this agreement by participating in such business practices, EDD shall immediately hold all Merchant’s funds, cancel this agreement, debit Merchant’s account for all returns, and take other legal action as deemed necessary by EDD’s legal counsel, the Federal Trade Commission, the United States Postmaster General, and/or NACHA (National Automated Clearing House).
- Upon request, Merchant will provide an opinion letter from Merchant’s attorney that Merchant has a pre-existing relationship with all of the customers for which it will use EDD’s services.
Merchant agrees and acknowledges that they have not been denied ACH services due to excessive customer disputes and/or returned checks. Merchant must disclose all closed Bank Accounts within the past year due to high rate of disputes. Upon request, Merchant shall provide a letter from Merchant’s bank stating that the number of disputed checks on Merchant’s account is at or less than the industry standard for ACH payments. Upon request, Merchant shall supply a credit report for Merchant to ensure that Merchant has a sufficient credit rating. 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 (See Schedule G for Sample Authorization Agreement). eDebit Direct (“EDD”) will provide a separate Origination Agreement to execute if application submission is deemed to qualify for ACH processing services. An EDD representative will contact you if additional business documentation is required.
24. Merchant Security Procedures: Merchant is responsible to strictly establish and to maintain procedures to safeguard against unauthorized transactions. Merchant warrants that no individual will be allowed to initiate payments in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices, and related instructions. If Merchant believes or suspects that any such information has been accessed by an unauthorized individual, Merchant will verbally notify eDebit Direct immediately, followed by written confirmation. The occurrence of such notification will not affect any payment deposits made in good faith by eDebit Direct prior to the notification and within a reasonable time period to prevent unauthorized payment deposits.
Payment Gateway Access:
Merchant must control and limit access to payment gateway by regularly monitoring user access controls to current authorized users and remove login access to departed or employee role changes. If you suspect system access misuse contact eDebit Direct immediately to advise and reset account access.
- Verification is a process of using a commercially reasonable service that can assist with validating bank account details and provide security technology in transmitting payment data.
- Authorization is a process of ensuring that the approved payment has been confirmed by the intended consumer who has also been informed of the merchants payment terms and conditions.
Merchant understands and agrees that the authenticity of any payment entered into eDebit Direct’s system will be verified and authorized pursuant to any of the following security procedures:
1. Dual Control 2. Dedicated Computer 3. Payment Activity Review 4. Security Tokens 5. E-Mail Verification 6. Processing Calendar 7. Malware Protection Software
25. Contact Information: If you have any questions about these Terms or the Services, please contact eDebit Direct at email@example.com or 888-616-2535 or 6110 E. Colfax Ave. Ste. 4-162 Denver, CO 80220.