Welcome to PayValet. PayValet is a payment service (the “Service”) that allows merchants to accept credit card, debit card, and ACH payments (collectively “Payments”) through online payment forms or API integration.
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the registration page (sometimes referred to as “you,” “your”, “user”) and PayValet, Inc. (“PayValet”) (sometimes referred to as “we”, “our” or “us”).
PayValet reserves the right to change or modify these terms and conditions. If you have any questions or comments regarding these terms and conditions or the use of the PayValet Services, please contact email@example.com.
1. Eligibility, Registration and Account
To be eligible to use PayValet, you must be at least 18 years of age and either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate. The Services and your PayValet Account may only be used for business purposes in the fifty states of the United States of America and the District of Columbia.
In order to accept payments through the PayValet Services, you must create an account. When creating an account, you agree to (a) provide accurate, truthful, current and complete information when creating your account; (b) maintain and promptly update your account information; (c) maintain the security of your account by not sharing your password with others and restricting access to your account on your computer or mobile device; (d) promptly notify PayValet if you discover or otherwise suspect any security breaches related to the PayValet Service and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.
2. Prohibited Businesses
There are certain categories of businesses and business practices for which the PayValet Service cannot be used (“Prohibited Businesses”). By registering for PayValet, you confirm that you will not use the Service to accept payments in connection with any of the following Prohibited Businesses:
- Adult content websites
- Collection Agency – merchant may not accept a card as payment for a dishonored check or for an item deemed uncollectible by another merchant.
- Cruise Line
- Credit Counseling
- Credit protection or ID protection services
- Debt Elimination or Reduction Services
- Distressed Property Sales and Marketing
- Gambling Establishments MCC 7995
- No card present Tobacco sales
- No card present Pharmaceuticals
- Multi-level marketing programs
- Rebate or upsell programs
- Timeshare resale’s and related marketing
- Any merchant selling goods or services that represent a violation of any law
- Any merchant operating outside the United States
- Sub-Merchant submitting sales for payment that resulted from another commercial entity providing goods or services to the cardholder
- A merchant may not accept a card at a scrip-dispensing terminal
- Buyer clubs/membership clubs
- MCC 5966 – Outbound telemarketing
- MCC 5967 – Inbound telemarketing (videotext services)
- MCC 5968 – Direct Marketing: Continuity or Subscription services
3. Our Role
PayValet allows you to accept payments, including Card-based payments initiated with Cards bearing the trademarks of MasterCard International Inc., Visa Inc., Discover Card, and American Express (collectively, the “Networks”). We are not a bank and we do not offer banking services as defined by the United States Department of Treasury.
As a payment service provider, PayValet facilitates the processing of payments you receive from your buyers. This means that we collect, analyze and relay information generated in connection with these payments.
In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. In some cases, Visa and MasterCard require that our Sellers enter into an agreement directly with PayValet’s acquiring bank. If you are such a Seller we will provide you with an additional Agreement that you must complete in order to use the Services.
4. Authorization for Handling of Funds
By accepting this agreement, you authorize us and our processing financial institutions to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card or ACH Networks. Your authorization will remain in full force and effect until your PayValet Account is closed or terminated.
We will pay out funds settling from the Card or ACH Networks to your designated bank settlement account (“Bank Account”) in the amounts actually received (less our Fees, as defined below) for card transactions submitted to our Service. This Bank Account must be located at bank branch in the United States and held in the name of the business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Card or banking networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
5. Payout Schedule
Once a transaction has been processed, PayValet or our processing financial institutions will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason). The settlement funds should normally be credited to your Bank Account within 1–2 days after the payment is initiated. The settlement funds may be “batched” with other settlement funds at our discretion. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you.
We reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service, or if required by law or court order.
A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes, or (ii) unauthorized or improperly authorized transactions, or (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Card Network, our processor or acquiring bank, or the cardholder bank.
When a Chargeback is issued, you are immediately liable to PayValet for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or our payment processors). You agree that PayValet may recover these amounts by debiting by means of ACH debit of your Bank Account associated with your PayValet Account or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.
Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we 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) we determine that a Chargeback on the transaction will not occur.
You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. The current fee schedule is as follows:
- Credit or Debit Card Transactions: 2.9% (Visa, Mastercard, Discover), 3.53% (American Express)
- ACH (eCheck) Transaction: 1%
We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you.
You acknowledge that you are also responsible for any penalties or fines imposed on PayValet or directly to you by any Card Network or financial institution as a result of your activities.
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. PayValet is not responsible for determining whether taxes apply to your transaction or for collecting, reporting, withholding or remitting any taxes arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide card payment services.
9. Card Network Rules
The Card Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network Rules at Visa and MasterCard. The Card Networks reserve the right to amend the Network Rules. PayValet reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.
10. Electronic Notices and Your Consent
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”) that PayValet provides in connection with your PayValet account and use of the PayValet Services. PayValet may provide these Communications to you by posting them on the PayValet website, or by emailing them to you at the primary email address you provide. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.
12. Ownership; Proprietary Rights
The PayValet Services are owned and operated by PayValet. Unless otherwise indicated, the PayValet Services and all designs, text, graphics, pictures, information, data, computer code (including source code and object code), compilations, other files and the selection and arrangement thereof (collectively, “Materials”) are the proprietary property of PayValet and are protected by U.S. and international copyright laws. As between you and PayValet, all Materials, trademarks, service marks and trade names contained in the PayValet Services are the property of PayValet and/or third party licensors or suppliers. You agree not to sell, license, distribute, copy, modify, publicly perform, display, transmit, publish, edit, adapt, create derivative works from or otherwise make unauthorized use of the Materials. PayValet reserves all rights not expressly granted in these Terms.
You agree to defend, indemnify and hold harmless PayValet, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) any actual or alleged breach of these Terms or any other PayValet terms, policies or guidelines; (b) any actual or alleged violation of applicable laws or rules of any payment card association, network or company; (c) your wrongful or improper use of the PayValet Services or (d) your violation of the rights of any third party.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PAYVALET, THE PAYVALET SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PAYVALET DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PAYVALET SERVICES. PayValet does not have any control over the products or services that are paid for with the PayValet Services. PayValet does not guarantee continuous, uninterrupted or secure access to any part of the PayValet Services. PayValet will make reasonable efforts to ensure that requests for payments are processed in a timely manner, but PayValet makes no representations or warranties regarding the amount of time needed to complete processing.
15. Limitation of Liability
IN NO EVENT SHALL PAYVALET, ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PAYVALET SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM PAYVALET OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PAYVALET’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PAYVALET, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PAYVALET SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO PAYVLET FOR ACCESS TO OR USE OF THE PAYVALET SERVICES.
16. Modification to the Services
PayValet reserves the right to modify or discontinue, temporarily or permanently, the PayValet Services, or any features or portions thereof, without prior notice to you. You agree that PayValet will not be liable for any modification, suspension or discontinuance of the PayValet Services or any part thereof.
17. Applicable Law and Venue
These Terms and your use of the PayValet Services shall be governed by and construed in accordance with the laws of the State of Illinois, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Cook County, Illinois and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
PayValet reserves the right, without notice and in its sole discretion, to terminate your use of the PayValet Services and to block or prevent your future access to, and use of, the PayValet Services.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.