RELIABILLS TERMS OF SERVICE AGREEMENT

(December 1, 2021)

These Terms of Service constitute a legal agreement (“Agreement”) between you (collectively, “You”, “Your”, “User”, “Sub-Merchant”) and ReliaBills, LLC (collectively, “ReliaBills”, “Us”, “We” or “Our”) for invoicing, email delivery, payments processing and any other related products or services (the “ReliaBills Service” or “ReliaBills Services”). This Agreement governs both the Reliabills Services and any assigned account (“Account”) used in connection with the ReliaBills Services. Your initialization, use of or registration of the ReliaBills Services, through the ReliaBills website at www.reliabills.com, constitutes Your agreement to comply with the terms of this Agreement.

DESCRIPTION OF SERVICE

The ReliaBills Service is an online customer management, invoicing, payments and email delivery service designed to assist businesses in managing their invoicing processes. The ReliaBills Service allows You to import or create electronic invoices, deliver them electronically to Your customers, process and track payments from Your customers.

FREE VERSION OF RELIABILLS

As a means of evaluating the ReliaBills Service, You will be given the opportunity to utilize the ReliaBills Service free of charge. You will be required to provide information necessary to satisfy login credentials.

PRICING SCHEDULE

ReliaBills is 100% free to use.

USE OF RELIABILLS SERVICES & ACCOUNT – Acknowledgements

A. You represent and warrant that You are at least 18 years of age or the applicable age of majority in your geographic area, and that You possess the legal right and ability to enter into this Agreement.

B. You must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates.

C. You agree not to use the ReliaBills Services or Your Account for any unlawful or abusive purpose or in any way which interferes with Our ability to provide ReliaBills Services to Our clients, or which damages Our property.

D. You acknowledge and agree that any information You enter into the ReliaBills Service, including but not limited to customer contact information and financial account information, may be utilized by ReliaBills for the purpose of providing the ReliaBills Service to You.

E. You agree to immediately notify Us of any unauthorized use of Your account or any other breach of security known to You.

USER CONTENT

When using the ReliaBills Service, You may upload photos, input text, or publish or share other materials (“User Content”). You agree that You will not upload User Content to the ReliaBills Service unless You have created that content Yourself, or You have permission from the owners of all intellectual property rights in Your User Content to do so.

You grant ReliaBills a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display Your User Content throughout the world in any media in order provide and promote the ReliaBills Service. You retain all rights to Your User Content, subject to the rights granted to ReliaBills in this Agreement. You may modify or remove Your User Content via Your ReliaBills Account or by terminating Your ReliaBills Service.

ReliaBills reserves the right, at its sole discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the ReliaBills Service, You may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of Your User Content.

PROHIBITED PRODUCTS, SERVICES AND USES OF RELIABILLS

By using the ReliaBills Service, You represent and warrant that You will not use the ReliaBills Service in connection with the following activities, items or services:

• Any product, service or activity that is deceptive, unfair, predatory or prohibited by one or more of the card Associations
• Selling of any goods or services that represent a violation of any law, statute or regulation
• Any Sub-merchant operating outside the United States
• Submitting sales for payment that resulted from another commercial entity providing goods or services to the cardholder, including those businesses that may otherwise qualify themselves as a payment facilitator
• Selling products that infringe on the intellectual property rights of others, including counterfeit goods or any product or service that infringes on the copyright, trademark or trade secrets of any third party, such as many Cyberlockers
• Any Sub-merchant accepting a card as payment for a dishonored check or for an item deemed uncollectible by another merchant
• Any Sub-merchant that accepts a card at a scrip-dispensing terminal
• Adult entertainment and/or adult content websites including Electronic Commerce adult content (videotext) merchants that may include MCCs 5967, 7273 and 7841
• Airlines including Charter Airlines
• Beastiality
• Bidding Fee Auctions including Penny Auctions
• Brand or Reputational damaging, potential or otherwise, activities including Child Pornography, Escort Services, Mail Order Brides, Occult
• Collection Agencies
• Commodity Trading or Security Trading
• Credit Counseling or Credit Repair Services
• Credit Protection or Identity Theft Protection Services
• Cruise Lines
• Cryptocurrencies (Bitcoin, Ethereum, etc.)
• Currency Exchanges or Dealers
• Debt Elimination, Debt Reduction or Debt Consulting Services
• Digital Wallet or Prepaid Companies
• Direct Marketing: Continuity or Subscription services or merchants including MCC 5968 and 5969
• Direct Marketing-Travel Related Arrangement Services including MCC 5962
• Direct Marketing-Inbound Telemarketing including videotext services and MCC 5967
• Discount Buying Memberships/Clubs
• Discount Medical or Dental plans including Discount Insurance
• Discount Coupon Merchants or Online Sites
• Distressed Property Sales and/or Marketing
• Drug Paraphernalia
• CNP Tobacco, e-Cigarettes and “Vape” supplies and accessories
• Firearms and weapons including Ammunition, Silencers, Components and Suppressors
• Gambling Activities and Establishments including MCC 7995, lotteries, internet gaming, daily fantasy sports, contests, sweepstakes, “special incentives,” or offering of prizes as an inducement to purchase goods or services
• High interest rate non-bank consumer lending with an APR >30% including, but not limited to, payday lending and title loans
• Infomercial merchants
• Internet/Mail Order Pharmacies
• Investment or “get rich quick” merchants, businesses or programs and inclusive of Brokers and Dealers
• Loan payments conducted on a Visa-branded credit card
• Marijuana dispensaries and related products or services that contain CBDs or provide access to CBDs
• Money Transfer, Wire Transfers, Money Orders, Transmitters, and Check Cashing including merchants required to be registered as Money Service Business
• Multi-Level Marketing Businesses
•  “Negative option” marketing, renewal, or continuity subscription practices; marketing activities involving low-dollar trails, “pay only for shipping,” and/or “free trial” periods after which a credit card is charged periodically and/or a significantly larger amount
• Outbound Telemarketers and Telecom merchants within MCCs 4814, 4816, and 5966
• Pawn Shops
• Payment Facilitators
• Prepaid Phone Cards
• Prepaid Phone Services
• Pseudo Pharmaceuticals
• Psychics and “occult” businesses
• Quasi-Cash or Stored Value
• Real Estate Flipping
• Rebate-Based Businesses
• Sale of Mobile Minutes
• Selling or Sales of Social Media Activity
• Sports Forecasting or Odds Making
• Substances designed to mimic illegal drugs
• Timeshares, including resale and related marketing
• Transacting Virtual Currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
• Tribal Entities (i.e., American Indian Tribes)
• Up-Selling Merchants

In addition, You may not use Your Account for:

• Impersonating any person or entity or falsely claiming an affiliation with any person or entity;
• Collecting, or attempting to collect, personal information about Users or third parties without their consent, or using such information except as necessary to use the ReliaBills Service;
• Sending unsolicited offers, advertisements, proposals, or junk mail or spam to others. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation materials, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signature;
• Accepting payments for goods or services provided by someone other than You;
• Providing Yourself or others with a cash advance from a credit card;
• Any illegal purpose, or violating any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation, and data collection and privacy;
• Defaming, harassing, abusing, threatening, or defrauding others;
• Posting, transmitting, or distributing content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others (including rights of publicity or privacy);
• Damaging, disabling, overburdening, or impairing ReliaBills, including without limitation, using the ReliaBills Service in an automated manner;
• Competing with ReliaBills or its business partners;
• Sending or receiving what ReliaBills considers to be funds for something that may have resulted from fraud or other illegal behavior;
• Abusing the payment card system or violating the Operating Rules, in the reasonable opinion of the Associations or ReliaBills;
• Transferring funds between bank accounts held in the same name

If ReliaBills determines that You have received funds resulting from fraud or a prohibited activity, those funds may be frozen or seized.

In addition, if We reasonably suspect that Your account has been used for an unauthorized, illegal, or criminal purpose, You give us express authorization to share information about You, Your Account, Your access to the ReliaBills Services, and any of Your customer information and transactions processed within Your Account with law enforcement, as applicable under the law.

ASSIGNMENT

We may assign all or part of Our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of ReliaBills to a third party without notice to You; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without the prior written consent from ReliaBills.

ANTI-SPAM

As part of the ReliaBills Service, ReliaBills provides You with the ability to create and send email communications to Your customers. While there is no limit to the number of emails and/or customers with whom You may communicate, ReliaBills reserves the sole right to limit the number of emails You may send in any given month. All communications must be operational in nature, and related to an invoice and/or billing. In using the ReliaBills Service, You acknowledge content to be (a) non libelous, does not slander others, does not contain obscene or pornographic material, and is not illegal to use; (b) do not contain devices which are intended to be used to perform illegal activities (such as, but not limited to, tools, devices or software used to defeat data encryption devices); (c) do not contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorized actions on a computer system, or which transmits data from a user’s computer without notice to and the express prior consent of the user; and (d) are not designed as a tool for processing e-mail for mass mailing (“spamming” tools or the like).

SUPPORT

ReliaBills does not provide help-desk or other forms of support to end consumers concerning You, Your company, or Your products and services. ReliaBills’ support is limited to assisting You and Your company with respect to the ReliaBills Service.

LIMITATION OF LIABILITY

IN NO EVENT SHALL RELIABILLS, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO: (A) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (B) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (C) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (D) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (E) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (F) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF RELIABILLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELIABILLS ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS: (A) WILL BE UNINTERRUPTED OR ERROR FREE; (B) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (C) IS SECURE; OR (D) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES, AND ACCOUNT.

NOR SHALL RELIABILLS, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE RELIABILLS SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE RELIABILLS SERVICES.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, RELIABILLS SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND RELIABILLS AGREE THAT IN NO EVENT SHALL LIABILITY OF RELIABILLS TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES TO YOU DURING THE PREVIOUS TWELVE MONTH PERIOD PRECEDING SUCH LIABILITY.

YOU AND RELIABILLS AGREE THAT THIS SECTION OF THE AGREEMENT, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND RELIABILLS. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, RELIABILLS WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU.

INDEMNIFICATION

You will indemnify, defend and hold ReliaBills and Our Acquirer and partners harmless (and Our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of Your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of Our policies or the Operating Rules; (b)Your wrongful or improper use of the ReliaBills Service; (c) any transaction submitted by You through the ReliaBills Service (including without limitation the accuracy of any product information that You provide or any claim or dispute arising out of products or services offered or sold by You); (d) Your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) Your violation of any law, rule or regulation of the United States or any other country; (f) any other party’s access and/or use of the Reliabills Service with Your unique username, password or other appropriate security code.

REPRESENTATIONS AND WARRANTIES

You represent and warrant to Us that: (a) You are eligible to register and use the ReliaBills Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by You when You registered is Your name or business name under which You sell goods and services; (c) any sales transaction submitted by You as part of your use of the ReliaBills Service will represent a bona fide sale by You; (d) any sales transactions submitted by You will accurately describe the goods and/or services sold and delivered to a purchaser; (e) You will fulfill all of Your obligations to each purchaser for which You submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (f) You and all transactions initiated by You will comply with all federal, state, and local laws, rules, and regulations applicable to Your business, including any applicable tax laws and regulations; (g) You will not use the ReliaBills Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the ReliaBills Service; and, (h) Your use of the ReliaBills Service will be in compliance with this Agreement.

SERVICE USE AND DISCLAIMER OF WARRANTIES

Reasonable efforts will be made to ensure the ReliaBills Service is operational 24 hours a day/7 days a week. Exceptions include: (a) planned downtime (for which We will provide prior notice); or (b) any unavailability caused by circumstances beyond Our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays. WE MAKE NO GUARANTEE AS TO THE UPTIME OR AVAILABILITY OF THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

TERMINATION

We may terminate this Agreement and close your ReliaBills Service and Account for any reason or no reason at any time upon notice to You. We may also suspend the ReliaBills Service and access to Your Account if You: (a) have violated the terms of this Agreement, (b) pose an unacceptable credit or fraud risk to Us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

You may terminate this Agreement by cancelling Your ReliaBills Service at any time by emailing support@reliabills.com. When You close your Account, any pending transactions will be cancelled. If applicable, any funds that We are holding in custody for You at the time of closure, less any applicable fees, will be paid out according to Your payout schedule. We reserve the right to hold Your funds as described herein. If You are later determined to be entitled to some or all of the funds in dispute, We will release those funds to You.

We will not be liable to You for compensation, reimbursement, or damages in connection with any termination or suspension of the ReliaBills Service. Any termination of this Agreement does not relieve You of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by You to ReliaBills as provided in this Agreement.

DORMANT SERVICE ACCOUNTS

If there is no activity in Your ReliaBills Service account of any kind for a period of six (6) months, We may disable Your log-in privileges to the ReliaBills Service. In addition, at ReliaBills sole and absolute discretion, We may also, at this time, terminate Your ReliaBills Service under Our rights as defined in the Termination section of this Agreement. All questions regarding dormant accounts should be directed to the ReliaBills support email at support@reliabills.com.

PROPERTY RIGHTS

ReliaBills owns all rights, title and interest to the ReliaBills Service. All content and technology is protected by copyright, trademark, patent, trade secret and other laws. You may not copy, modify, or reverse engineer any part of the ReliaBills Service owned by ReliaBills.

TAXES

ReliaBills is not obligated to, and will not determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from Your use of the ReliaBills Service.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding that body of law applicable to conflicts of law. You and ReliaBills agree that any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted only in a Minnesota state or federal court. You and ReliaBills both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the ReliaBills Service, Terms of Service or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

PRIVACY

The ReliaBills Privacy Policy (posted at http://18.227.209.54/privacy.html) describes how ReliaBills may store, use and disclose personal information about You and about Your customers. You agree to the terms of that Privacy Policy as it is now issued and as it may be amended in the future by ReliaBills. You agree that You will not do anything to interfere with ReliaBills’ Privacy Policy and how it impacts Your customers, and You agree that ReliaBills has sole control of these Terms of Service and enforcement of ReliaBills’ Privacy Policy.

In addition, You agree to provide adequate disclosure to Your customers regarding the collection, use and processing of personal data and You are responsible for being aware of and adhering to applicable privacy and data protection laws.

MODIFICATIONS TO AGREEMENT

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 ReliaBills Service with notice that We, in our sole discretion, deem to be reasonable in the circumstances, including notice on our website. Any use of Your Account or of the ReliaBills Service by You after our publication of any such changes shall constitute Your acceptance of this Agreement as modified.

SURVIVAL

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

AMENDMENT TO YOUR RELIABILLS TERMS OF SERVICE AGREEMENT FOR USE OF RELIABILLS PAYMENT PROCESSING SERVICES

SUB-MERCHANT MERCHANT AGREEMENT OVERVIEW

ReliaBills facilitates credit/debit card payments as well as ACH (automated clearing house) payments for You as a payment service provider (“PSP). As a PSP, ReliaBills facilitates payments between You and Your customers. This means that We collect, analyze and relay information generated in connection with these payments.

This Amendment to the ReliaBills Terms of Service Agreement (the “Sub-Merchant Merchant Agreement”) is made among WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer”) and YOU (“Sub-merchant”) in connection with the agreement between Sub-merchant and ReliaBills (“Provider”). Acquirer will provide Sub-merchant with certain payment processing services (“Services”) in accordance with the terms of this Agreement. In consideration of Sub-merchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with Mastercard International Inc. (“Mastercard”), VISA U.S.A. Inc. (“VISA”), Discover (“Discover”), and certain similar entities (collectively, “Associations), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By executing this Agreement, Sub-merchant has fulfilled such requirement. However, Acquirer understands that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant’s obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause employees and third parties acting as Sub-merchant’s agent (“Agents”) to comply, with each Association’s and other payment network’s by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks, including with respect to the use of an Association’s mark(s) (collectively “Operating Regulations”). Such Operating Regulations are incorporated by reference, and will control with respect to any conflict in terms between this Agreement and such Operating Regulation. Sub-merchant acknowledges and agrees that it is not a third-party beneficiary of any Operating Regulation, however, an Association may be a third-party beneficiary of this Agreement, and that certain Operating Regulations govern the relationships between various parties such as the Associations, Processor, Member Bank, and/or other entities (e.g., partners, etc.), and that any failure by Processor to abide by such Operating Regulation does not provide the basis for a breach of the Agreement claim by Merchant or any other third party. The Associations make excerpts of their Operating Regulations available online, including via: https://www.mastercard.us/en-us/business/overview/support/rules.html; https://usa.visa.com/support/consumer/visa-rules.html; https://www.discoverglobalnetwork.com/content/dam/discover/en_us/dgn/pdfs/MIT-Implementation-Guide.pdf; https://www.americanexpress.com/merchantopguide. Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Sub-merchant hereby authorizes Acquirer to conduct background checks on Sub-merchant, including but not limited to credit checks and banking and financial history investigations, and share any information required by an Association. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the USA PATRIOT Act, the Bank Secrecy Act, the Federal Trade Commission and obligations imposed by the US Treasury’s Office of Foreign Assets Control (OFAC), and provide all necessary documentation to Acquirer promptly upon request. For purposes of this section, Agents include, but are not limited to, Sub-merchant’s software providers and/or equipment providers.
If appropriately indicated in Sub-merchant’s agreement with Provider, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and Mastercard card types (i.e., consumer credit, consumer debit, and commercial cards) and Sub-merchant must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.
Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sale made by Sub-merchant to cardholders and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any fraudulent, unauthorized, illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. All fees associated with each Associations’ transactions must be separate and distinguishable from fees associated with other Card transactions.
Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 – Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand.

2. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data, including CVV2, in plain view when mailed; ii) add any tax or surcharge to transactions, except in compliance with Operating Regulations and applicable law; iii) request or use an account number for any purpose other than as payment for its goods or services; iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant; v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service; vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval; vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt; viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable; or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.

3. Settlement. Upon receipt of Sub-merchant’s sales data for card transactions, Acquirer will process Sub-merchant’s sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer or an affiliate of Acquirer will fund Sub-merchant, either directly to the Sub-merchant-Owned Designated Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirer’s discretion, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account shall discharge Acquirer or an affiliate of Acquirer of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Sub-merchant. Acquirer or an affiliate of Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer or an affiliate of Acquirer may also debit Sub-merchant’s designated demand deposit account (“Sub-merchant-Owned Designated Account”) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer or an affiliate of Acquirer deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer or an affiliate of Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.

4. Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchant’s execution. The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number, and shall be coterminous with Provider’s agreement with Sub-merchant.
Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer’s opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer, Member Bank, or an Association, (v) Acquirer’s agreement with Provider terminates, (vi) any Association de-registers Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by Member Bank or any of the Associations.

5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.
EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then-current Bank Card Merchant Agreement, which would be provided to Sub-merchant upon request, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

6. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Sub-merchant shall not disclose any Acquirer confidential information to any person or entity (other than to those employees or agents of Sub-merchant who participate directly in the performance of this Agreement and need access to such information, or, only to the extent strictly necessary, in response to a valid subpoena, court order, or Association requirement.) Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirer’s standard operating procedure. An Association may audit or direct the audit of Sub-merchant at any time, and nothing herein shall limit an Association from limiting or terminating an agreement with Sub-merchant. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement. “Member Bank” as used in this Agreement shall mean a member of VISA, Mastercard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Citizens Bank, N. A., located in Providence, RI, 02903. Member Bank is a party to this Agreement. Member Bank may be changed, and its rights and obligations assigned to another similarly situated bank by Acquirer at any time without notice to Sub-merchant.

7.  High CV Merchant. Certain Associations may require that Sub-merchant also enter into a direct contractual relationship with Processor if Sub-merchant is categorized within certain MCC codes designated by the Associations and Sub-merchant’s card transaction volume exceeds $1,000,000 for any Association, or such other amount or criteria provided in the Operating Regulations. Where this direct contractual relationship is required by the Operating Regulations, by agreeing to this Agreement, Sub-merchant agrees to the terms and conditions of effective as of the date Sub-merchant’s transaction volume exceeds the applicable threshold amount. Processor may independently enforce the Merchant Services Agreement.

AMERICAN EXPRESS

If Sub-merchant, as part of its Sub-Merchant Merchant Agreement elects to process card payments for American Express, Sub-merchant agrees to the following:

• Sub-merchant agrees to comply with, and accept American Express in accordance with the terms of this Sub-Merchant Merchant Agreement and the American Express Merchant Operating Guide, as such terms may be amended from time to time.
• Sub-merchant acknowledges that the American Express Merchant Operating Guide is incorporated by reference into this Sub-Merchant Merchant Agreement. (available here: https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf).
• Sub-merchant expressly authorizes ReliaBills to submit transactions to, and receive settlement from, American Express on behalf of the Sub-merchant.
• Sub-merchant agrees that: (a) ReliaBills will collect and disclose transaction data, Sub-merchant data, and other information about the Sub-merchant to American Express; and (b) American Express will use such information to perform its responsibilities in connection with this Sub-Merchant Merchant Agreement (e.g., application screening), promote the American Express Network for marketing reasons, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communication purposes within the parameters of this Sub-Merchant Merchant Agreement.
• Sub-merchant may be required to convert from this Sub-Merchant Merchant Agreement to a direct card acceptance agreement with American Express if and when it becomes a High CV Merchant in accordance with Section 10.5 of the American Express Merchant Operating Guide, “High CV Merchant Conversions”. If Sub-merchant is required to sign a direct card acceptance agreement with American Express: (a) Sub-merchant will be bound by American Express’ then-current card acceptance agreement; and (b) American Express will set pricing and other fees payable by the Sub-merchant for card acceptance.
• Sub-merchant shall not assign to any third party any payments due to it under their respective Sub-Merchant Merchant Agreement, and all indebtedness arising from transaction will be for bona fide sales of goods and services (or both) and free of liens, claims, and encumbrances other than ordinary sales taxes.
• Sub-merchant shall provide and confer to American Express third-party beneficiary rights, but not obligations, to this Sub-Merchant Merchant Agreement and the ability to enforce the terms of this Sub-Merchant Merchant Agreement.
• Sub-merchant may opt out of accepting American Express at any time. Such opt out shall not directly or indirectly affect its rights to accept other card types.
• ReliaBills may immediately terminate the Sub-merchant’s right to accept American Express, at ReliaBills’ sole discretion, if: (a) Sub-merchant is found to be in breach of any of the provisions in this section or the American Express Merchant Operating Guide, (b) Sub-merchant is suspected of fraudulent activity, or (c), upon the request of American Express. Upon termination, Sub-merchant will cease all use of, and remove American Express marks from the Sub-merchant’s website and wherever else they are displayed.
• Sub-merchant’s refund policies for customer purchases using American Express are at least as favorable as its refund policy for purchases on any other payment or card type, and that the Sub-merchant refund policy is disclosed to customers at the time of purchase and in compliance with applicable law.

PAYMENT AUTHORIZATION

Sub-merchant authorizes ReliaBills to hold, receive, disburse and settle funds on its behalf. Sub-merchant’s authorization permits ReliaBills to generate a paper draft or electronic funds transfer to process each payment transaction authorized in Sub-merchant’s Account. Subject to this Sub-Merchant Merchant Agreement, Sub-merchant also authorizes ReliaBills to debit or credit any payment card or other payment method accepted.

Sub-merchant also authorizes ReliaBills to initiate electronic Automated Clearinghouse (“ACH”) entries to each bank account for which Sub-merchant’s customers input routing numbers and account numbers, and to initiate adjustments for any transactions credited or debited in error. Sub-merchant agrees to be bound by the Operating Rules of the National Automated Clearing House Association, a governing organization for financial transactions in the United States (“NACHA”), and agrees that all ACH transactions initiated by Sub-merchant will comply with all applicable laws. Sub-merchant’s authorization will remain in full force and effect until Sub-merchant notifies ReliaBills that Sub-merchant revokes its authorization by contacting ReliaBills in accordance with instructions on Our site or within Your Account or by closing your Account.

FORMS OF PAYMENT

ReliaBills supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, Discover or American Express logo. In addition, ReliaBills supports most international cards with these logos. ReliaBills may add or remove support for certain payment cards at any time without prior notice. ReliaBills may elect only to process cards that receive an authorization from the applicable issuer.

ReliaBills also supports payments via ACH from U.S.-based customers with a U.S. bank account. ReliaBills may conduct verification checks on transactions to ensure account ownership and sufficient balance, and ReliaBills may refuse to process payments for specific transactions at its sole discretion.

UNDERWRITING AND INFORMATION SHARING

Sub-merchant agrees that ReliaBills is permitted to contact and share information about You and Your Merchant Services account with banks and other financial institutions. This includes sharing information (a) about Sub-merchant’s transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of this Sub-Merchant Merchant Agreement, (c) to create and update their customer records about Sub-merchant and to assist them in better serving You, and (d) to conduct ReliaBills’ risk management process.

AUDIT RIGHTS

Except as required by law, Sub-merchant is solely responsible for compiling and retaining permanent records of all transactions and other data associated with its Account, its transaction history and its use of the ReliaBills Service (“Books and Records”). ReliaBills is not responsible for maintaining any Books and Records on Sub-merchant’s behalf. Sub-merchant will maintain appropriate records of all credit card and ACH transactions for a period of at least two (2) years from the settlement date of the transaction.

Sub-merchant transaction history will be available to Sub-merchant upon log-in to Your Account. Except as required by law, Sub-merchant is solely responsible for reconciling its transaction history with itsactual credit card and ACH payment transactions. Sub-merchant agrees to notify ReliaBills of any discrepancies arising from such reconciliation and verification. ReliaBills will investigate any reported discrepancies and attempt to rectify any errors that either party may discover. In the event Sub-merchant is owed money as a result of the discrepancy, ReliaBills will transfer funds to the bank account associated with Sub-merchant’s Account in accordance with the applicable payout schedule. Sub-merchants failure to notify ReliaBills of any error or discrepancy in its transaction history within sixty (60) days of when it first appears in Sub-merchant’s Account will be deemed a waiver of any right to amounts owed to Sub-merchant in connection with any such error or discrepancy in processing payments within Your Account.

If ReliaBills believes that a security breach or compromise of data has occurred, ReliaBills may require Sub-merchant to have a third-party auditor that is approved by ReliaBills conduct a security audit of Sub-merchant’s systems and facilities and issue a report to be provided to ReliaBills, our Acquirer and the Associations.

By use of the Merchant Services, Sub-merchant agree that ReliaBills, the Acquirer or the Associations will be entitled to audit or have audited all of Sub-merchant’s Books and Records, websites, and/or premises to assure that Sub-merchant has the proper facilities, equipment, inventory, agreements, personnel, licenses, permits, and other capabilities required to conduct Your business.

IRS REPORTING REQUIREMENTS

ReliaBills may have tax reporting responsibilities in connection with Your Sub-Merchant Merchant Agreement. For example, ReliaBills will report to the Internal Revenue Service (“IRS”) on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments Sub-merchant receives in a calendar year, and the total dollar amount of the payments Sub-merchant receives for each month in a calendar year.

PAYMENT SCHEDULE

ReliaBills will transfer funds relating to Sub-merchant’s use of the Merchant Services to Sub-merchant’s bank account no less than once per week. It may take 1-3 business days for funds to show in Your account.

Settlements generated from Sub-merchant’s use of the Merchant Services to a bank account may be limited or delayed based on Sub-merchant’s perceived risk and history with ReliaBills. If Sub-merchant would like to request an increase to this limit, please contact ReliaBills’ support. Upon receiving this request, ReliaBills will conduct a review of Your Account. ReliaBills will consider a variety of factors in making this decision and will make this determination at its sole and absolute discretion.

Should ReliaBills need to conduct an investigation or resolve any pending dispute related to Your Merchant Services use, ReliaBills may defer payout or restrict access to Sub-merchant’s funds for the entire time it takes ReliaBills to do so. ReliaBills may also defer payout or restrict access to Sub-merchant’s funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

Furthermore, if ReliaBills suspects future chargebacks or disputes as a result of transactions relating to Sub-merchant’s use of the Merchant Services, ReliaBills may defer payout and/or restrict access to Sub-merchant’s funds until ReliaBills reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed.

All settlements within Your Merchant Services account are subject to review for risk and compliance purposes and can be delayed or postponed at the sole discretion of ReliaBills, our Acquirer or the Associations.

RESERVE

At any time and from time to time, ReliaBills may temporarily suspend or delay a portion of payments to You and/or designate an amount of funds that ReliaBills must maintain in Your account (“Reserve”) to secure the performance of Sub-merchant’s payment obligations under this Sub-Merchant Merchant Agreement. ReliaBills may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to Sub-Merchant’s use of this Sub-Merchant Merchant Agreement.

The Reserve will be in an amount as reasonably determined by ReliaBills to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on Sub-merchant’s processing history or such amount designated by Our Acquirer. The Reserve may be raised, reduced or removed at any time by ReliaBills or Our Acquirer, in their sole discretion, based on Sub-merchant’s payment history, a credit review, the amount of any arbitration award or court judgment against Sub-merchant in ReliaBills’ favor, or otherwise as ReliaBills or its Acquirer may determine or require.

If Sub-merchant does not have sufficient funds in its Reserve, ReliaBills may fund the Reserve from any funding source associated with Sub-merchant’s Account, or from any other ReliaBills Account under Sub-merchant’s control or any funding source associated with such other Account, including but not limited to any funds (a) held as a balance in Sub-merchant’s Account(s), (b) due to Sub-merchant under this Sub-Merchant Merchant Agreement, or (c) available in Sub-merchant’s bank account, or other payment instrument registered with ReliaBills.

Sub-merchant grants ReliaBills a security interest in and lien on any and all funds held in any Reserve, and also authorize ReliaBills to make any withdrawals or debits from the Reserve, without prior notice to You, to collect amounts that Sub-merchant owes ReliaBills under this Sub-Merchant Merchant Agreement, including without limitation for any reversals of deposits or transfers made to You as part of this Sub-Merchant Merchant Agreement. Sub-merchant will execute any additional documentation required for ReliaBills to protect its security interest in any funds in the Reserve. This security interest survives for as long as ReliaBills holds funds in Your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. Sub-merchant irrevocably assigns to ReliaBills all rights and legal interests to any interest or other earnings that accrue or are attributable to Sub-merchant’s Reserve.

DATA SECURITY

Card holder data is information associated with a payment card, such as but not limited to, account number, expiration date, or CVV2.

If Sub-merchant handles, transmits, or stores any card holder data in connection with its use of the ReliaBills Service or Merchant Services, Sub-merchant agrees to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”) and the American Express Data Security Requirements (“DSR”). Further, Sub-merchant agree to certify such compliance and provide documentation in accordance with Operating Rules, or when asked by ReliaBills to do so.

Sub-merchant is fully responsible for the security of data (including but not limited to card holder data) on its website or otherwise in Sub-merchant’s possession or control. Sub-merchant agrees to comply with all applicable laws and rules in connection with its collection, security and dissemination of any personal, financial, or transaction information.

Unless Sub-merchant receives the express consent of its customers, you may not retain, track, monitor, store, disclose or otherwise use card holder data except for the transaction for which it was given.
If Sub-merchant suspects a breach of card holder data in its possession, Sub-merchant agrees to immediately inform Reliabills of such a breach.

REFUNDS AND RETURNS OF SUB-MERCHANT’S TRANSACTIONS

Sub-merchant agrees to process returns of, and provide refunds and adjustments for goods or services through its ReliaBills Account in accordance with the Agreement, the Sub-Merchant Merchant Agreement and the Operating Rules. The Operating Rules require that Sub-merchant will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose its return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. If Sub-merchant’s customer is dissatisfied with its refund policy, the customer may chargeback the payment.

SUB-MERCHANT’S CHARGEBACK LIABILITY

The amount of a payment may be charged back to Sub-merchant if: (a) it is disputed by a customer, (b) it is reversed for any reason, (c) it was not authorized or ReliaBills has any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of the Agreement or the Sub-Merchant Merchant Agreement. Sub-merchant is responsible for all chargebacks, whether or not the chargeback complies with the Operating Rules. If Sub-Merchant uses the ReliaBills Service as a virtual terminal, Sub-merchant acknowledge that ReliaBills will process transactions as remote (card not present) payments, even if Sub-merchant accepts a card that is physically presented to it at the point of sale, which may limit the scope of Sub-merchant’s protection from chargebacks.

CHARGEBACK HANDLING

Sub-merchant owes ReliaBills and will immediately pay Us the amount of any chargeback and any associated fees, fines, or penalties assessed by ReliaBills Acquirer or the Associations. If Sub-merchant does not have sufficient funds in its ReliaBills Account, ReliaBills will have the remedies set forth in “ReliaBills Set-off and Collection Rights” section below.

Further, if ReliaBills reasonably believes that a chargeback is likely with respect to any transaction, ReliaBills may withhold the amount of the potential chargeback from payments otherwise due to Sub-Merchant under this Sub-Merchant Merchant Agreement until such time that: (a) a chargeback is assessed due to a customer’s complaint, in which case ReliaBills will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) ReliaBills determines, at its sole discretion, that a chargeback on the transaction will not occur.

If ReliaBills determines that You are incurring an excessive amount of chargebacks, ReliaBills may establish controls or conditions governing Sub-merchant’s ReliaBills Account and/or Merchant Services, including without limitation, by: (a) assessing additional fees, (b) creating a Reserve in an amount reasonably determined by ReliaBills or Our Acquirer to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the ReliaBills Service, the Sub-Merchant Merchant Services or closing Your Account.

Sub-merchant agree to assist ReliaBills when requested, at Sub-merchant’s expense, to investigate any of Sub-merchant’s transactions processed through the ReliaBills Service. To that end, Sub-merchant permits ReliaBills to share information about a chargeback with the customer, the customer’s financial institution, Our Acquirer, and Sub-merchant’s financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from Sub-merchant to contest the chargeback. If the chargeback is contested successfully, ReliaBills will release the reserved funds. If a chargeback dispute is not resolved in Sub-merchant’s favor by the Acquirer or issuing bank or You choose not to contest the chargeback, ReliaBills may recover the chargeback amount and any associated fees as described in this Agreement or Sub-Merchant Merchant Agreement. Sub-Merchant acknowledges that its failure to assist Us in a timely manner when investigating a transaction, including providing necessary documentation within three (3) days of ReliaBills written request, may result in an irreversible chargeback. ReliaBills reserves the right, upon notice to Sub-merchant, to charge a fee for mediating and/or investigating chargeback disputes.

RELIABILLS SET-OFF AND COLLECTION RIGHTS

To the extent permitted by law, ReliaBills may set off any obligation Sub-merchant owes ReliaBills under this Agreement (including but not limited to chargebacks, ACH returns and refunds) against the balance in Sub-merchant’s Account or against any amounts due to Sub-merchant or from Sub-merchant’s bank account associated with its use of the ReliaBills Service. All fees are deducted first from the transferred or collected funds and thereafter from the balance in Sub-merchant’s bank account associated with Your Sub-Merchant Merchant Agreement. If Sub-merchant does not have sufficient funds in such bank account, ReliaBills may collect from any funding source/bank account associated with Your Account, or from any other ReliaBills Account under Sub-merchant’s control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by Sub-merchant, (b) due to Sub-merchant under this Agreement, or (c) available in Sub-merchant’s bank account, or other payment instrument registered with ReliaBills. Sub-merchant’s failure to pay in full amounts owed to ReliaBills on demand, or ReliaBills inability to withdraw necessary funds from Sub-merchant’s bank account to cover amounts due ReliaBills (a “Failed Funding”) will be a breach of the Agreement and: (a) Your ReliaBills Account will incur a Failed Funding fee of fifty dollars and zero cents ($50.00), or the maximum allowable by state law, and (b) Sub-merchant will incur a daily fee of twenty dollars and zero cents ($20.00) per calendar day its Account is delinquent after notice by ReliaBills. Any funds transfer to ReliaBills to cover delinquent amounts must be made to ReliaBills via wire transfer and will incur a wire transfer fee of thirty dollars and zero cents ($30.00). Sub-merchant will be liable for ReliaBills’ costs associated with collection in addition to the amount owed, including but not limited to, attorneys’ fees and expenses, collection agency fees, and any applicable interest.

DORMANT SUB-MERCHANT MERCHANT AGREEMENTS

If there is no activity under Your Sub-Merchant Merchant Agreement (including access or payment transactions) for the period of time set forth in the applicable unclaimed property laws, and Sub-merchant has a positive balance, ReliaBills may notify Sub-merchant by sending an email to the Sub-merchant’s registered email address. ReliaBills may also notify Sub-merchant by U.S. mail. ReliaBills will give Sub-merchant the option of keeping its ReliaBills Account open and maintaining the balance, withdrawing the balance, or requesting a check.

If Sub-merchant does not respond to ReliaBills’ notice within the time period specified in the notice, ReliaBills may terminate Sub-merchant’s ReliaBills Service, the Sub-Merchant Merchant Agreement and escheat any funds in accordance with applicable law.