Payment Services Terms & Conditions

Legal Notices » Customer Agreement » Payment Services Terms & Conditions

Effective Date: May 30, 2024

The following terms and conditions (the “Payment Terms”) shall govern the use by Uplifter Inc. and its affiliates (collectively, “Uplifter” or “we”) of third party providers (each a “Payment Service Provider”) to provide payment processing services (the “Payment Services”) in respect of: (a) payments made by Uplifter customers (the “Customer” or “you”) to Uplifter; as well as (b) payments made to you by Members through your Subdomain. By agreeing to these Payment Terms, or by continuing to remit or accept payment using a Payment Service Provider, you agree to be bound by these Payment Terms.

Application of General Terms of Service

These Payment Terms incorporate by reference Uplifter’s General Terms of Service. Capitalized terms not otherwise defined herein shall take the meanings ascribed to them in the General Terms of Service.

Payment Information

You are responsible for ensuring the completeness and accuracy of the information that you provided to Uplifter and each Payment Service Provider. To facilitate the Payment Service Provider’s processing of payment transactions on our behalf, you consent to Uplifter’s disclosure to each Payment Service Provider of the personal information that we have collected concerning you and your business.

Application of Third Party Policies

  • Payment Service Provider. Uplifter does not collect or save the financial information of Customers or Members. The disclosure of financial information to a Payment Service Provider, including credit card information, will be governed by the privacy policy and other terms and conditions imposed by that Payment Service Provider, as amended or updated from time to time.
  • Credit Card Brands. You are responsible for complying with all applicable by-laws, rules, regulations, policies and guidelines (collectively, the “Operating Rules”) of each credit card brand (each, a “Card Brand”) accepted by the Payment Service Provider, the standards set forth by the Payment Card Industry (the “PCI”) Security Standards Counsel, and the laws and regulations of any jurisdiction that may from time-to-time apply to your actions in your use of the Payment Service Provider.

Customer Representations and Warranties

You represent and warrant that the following information is true and acknowledge that Uplifter and each Payment Service Provider shall be entitled to rely on the truth and completeness of these statements in respect of each credit card transaction (a “Transaction”):

  • Authorization of Cardholder. To the best of your knowledge, the holder of the card submitted for payment (the “Cardholder”) has authorized the Transaction in the amount shown on the sales draft. If applicable, the Cardholder has consented to any amendment to the sales draft. The Transaction is a binding obligation of the Cardholder.
  • Valid Obligation of Cardholder. To the best of your knowledge, the Transaction represents a valid obligation of the Cardholder, enforceable in the full amount shown on the sales draft. To the best of your knowledge, there is no fact, circumstance or defence that would suggest that the Transaction is fraudulent, has not been duly authorized by the Cardholder or would otherwise affect the ability to enforce the Cardholder’s obligations in respect of the Transaction.
  • Genuine Transaction. Each Transaction arises from a genuine transaction, permissible under the Operating Rules and applicable law and represents a valid obligation of the Cardholder for the amount shown on the sales draft. The amount charged in respect of the Transaction is only for the merchandise and services shown on the sales draft, plus taxes applicable thereon.
  • Recurring Transactions. For any recurring Transaction, you have obtained the Cardholder’s prior written consent in sufficient detail to determine the amount to be charged, the frequency of such charges and the goods or services to be delivered or performed in respect of such charges. The Cardholder has been informed of their rights to cancel the authorization of recurring charges upon reasonable notice to you. You will retain evidence of each Cardholder’s written consent for as long as such consent remains in effect, plus an additional two (2) years thereafter, and will honour any Cardholder’s notice of cancellation.

Fees, Payments, Chargebacks and Reserves

  • Fees and Charges. You agree to pay the fees and charges in respect of the Payment Services set forth in your agreement with Uplifter or the Payment Service Provider, as may be amended from time to time. Upon thirty (30) days written notice to you, we or the Payment Service Provider may amend the fees and charges assessable in respect of Payment Services, which amendment may include instituting additional or increased fees for additional Payment Services used by you or any adverse change to your risk profile, as we or the Payment Service Provider may determine in each of our sole discretion acting reasonably.
  • Payouts. After settlement, Payment Service Providers make regular payouts to you for valid transactions, as determined by us or the Payment Service Provider’s sole discretion. Payments due to you, consisting of the sum of the money actually received for all transactions less all fees and charges due to us or the Payment Service Provider will be paid in arrears unless otherwise agreed. We reserve the right to modify the payment cycle or offer alternative payment cycle options to you at any time. We or the Payment Service Provider may delay or suspend payments while we verify certain aspects of any transaction. We or the Payment Service Provider may, in each of our discretion, modify our verification processes at any time. In the event we or the Payment Service Provider, in each of our discretion, determine that there is a need for an investigation and analysis regarding fraud, violation of Operating Rules, violation of these Payment Terms, the Payment Service Provider’s Terms of Service, our General Terms of Services or any other Uplifter policy in effect from time to time, or violation of law relating to the transactions performed on your behalf, we may withhold payments to you without penalty, to enable us to complete such investigation and analysis. If it is determined that there has been fraud, violation of Operating Rules, violation of our terms of service, or violation of law relating to the transactions performed on your behalf, we or the Payment Service Provider may withhold payment to you indefinitely.
  • Operating Accounts. You will establish an operating account at a financial institution of your choice prior to processing any transactions (“Operating Account”). You must maintain sufficient funds in the Operating Account for the crediting of collected funds and the debiting of fees and charges under this Agreement. You acknowledge that all payments and credits provided to you are provisional and subject to suspension, to chargebacks, and to adjustments. We or the Payment Service Provider may withhold funds by temporarily suspending or delaying payouts of proceeds to you and/or designate an amount of funds that you must maintain in your Operating Account or in a separate reserve account (“Reserve Account”) to secure the performance of your obligations.
  • Reserve Account. We or the Payment Service Provider may require, from time to time and at any time, the establishment and funding of an account to secure the performance of your obligations in respect of the Payment Services (a “Reserve Account”). The minimum required balance of the Reserve Account (the “Reserve Amount”) will be an amount as reasonably determined by us or the Payment Service Provider to cover potential losses. The Reserve Amount may be raised, reduced or removed at any time by us, in each of our sole discretion, based on your payment history, a credit review, or otherwise as we or the Payment Service Provider may determine or require. The Reserve Amount may be funded by deduction from payments due to you or a charge against the Operating Account. You have no ability to make withdrawals from the Reserve Account without our written consent.
  • Transaction Disputes. Except as set out below, you understand that we are not in any way financially responsible for disputes with Cardholders, including chargebacks. You further agree as follows:
    • Except for our limited role in processing payments, we are not involved in any underlying sale of goods or services by you. Any between you and any Cardholder relating to a transaction will be settled between you and the Cardholder. We bear no responsibility for such disputes.
    • At the reasonable request of a Card Brand, we or the applicable Payment Service Provider may chargeback such Transaction. We or the Payment Service Provider will offset the value of such chargebacks from the transaction funds that will be received for settlement to you. If you disagree with a chargeback, you may request a chargeback reversal within the applicable Card Brand’s timeline in the Operating Rules.
    • You will accept for chargeback any sale for which the Cardholder disputes the validity of the sale according to prevailing Card Brand regulations, or a card issuer determines that you have in any way failed to comply with Card Brand regulations or procedures in accepting a card and presenting the resulting sales draft for purchase.
    • You are subject to each Card Brand’s acceptance guidelines, monitoring programs, activity reporting requirements, and limits, including those relating to excessive credits, disputes, and chargebacks. Excessive chargebacks may result in violation of the Operating Rules, breach of this Agreement, and suspension of the Payment Services.
    • Uplifter or the Payment Service Provider may revoke, reverse, or offset any credit to you for a transaction not made in compliance with this Agreement or the Payment Service Provider agreements, the Operating Rules, or law or where such remittance to you was made erroneously.
    • You shall pay us or the Payment Service Provider the amount of any transaction, any chargeback fee, plus any Card Brand fine or assessment. We may offset these fees against the Operating Account or any Reserve Account without prior notice to you.
  • Taxes and IRS Reporting. For customers in the United States, to comply with IRS 1099-K reporting requirements, we, or the Payment Service Provider, may be required to file a form 1099-K with the US Internal Revenue Service (IRS). We may collect federal backup withholdings upon transaction settlement, on behalf of the IRS, from you if you do not supply your legal name, SSN or EIN, or if you fail to respond to a request from us to verify the same.
  • Indemnification for Payment Services. In addition to your other liability set forth in the these Payment Terms and Uplifter’s General Terms of Service, you will defend, indemnify and hold us and its officers, directors, members, shareholders, partners, employees, agents, subcontractors and representatives harmless from and against any and all fines, penalties, claims, damages, expenses, liabilities or fees of any nature whatsoever, including legal fees and costs (collectively, “Payment Services Damages”), asserted against or incurred by us arising out of, relating to or resulting from, either directly or indirectly:
    • a breach of the security of your system safeguarding Cardholder information resulting in unauthorized access to Cardholder information;
    • a breach of any representation, warranty or term of this Agreement related to Payment Services, including, but not limited to, the data security provisions by you, or any service provider, subcontractor or agent of retained by you;
    • the negligence, or willful misconduct of you in the performance of its Payment Services obligations hereunder, including, but not limited to, the provisions related to data security;
    • any violation of laws, Card Brand regulations, or Operating Rules by you; and
    • any third party claim, or threat thereof, arising from the foregoing.