Payment Processing Terms

Last updated: January 29th, 2023

Payment Processing Services.

Merchant acknowledges and agrees to be bound by the terms and conditions of the Yammii Merchant Agreement, and these Payment Processing Terms, and all other terms, policies and guidelines applicable to the Services (as defined in the Yammii Merchant Agreement). Yammii's Payment processing services allow Merchant to accept Customers’ Cards as payment for Merchant’s services or goods. In providing these Payment processing services, Yammii acts in the capacity of a payment facilitator, not a bank or payment processor. Capitalized terms not defined herein will be as defined in the Merchant Agreement.

1. Exclusivity and Merchant Authorization.

Merchant acknowledges that as a condition of this Merchant Agreement, Merchant agrees to utilize Yammii as its exclusive provider of Payment processing services. Merchant hereby authorizes Yammii (including Yammii's bank partners and/or payment provider(s), as applicable), as its agent, to hold, receive and disburse funds (or cause funds to be held, received, and disbursed) on its behalf and to access the Merchant’s Bank Account (as defined in the Order) to effectuate payment to Yammii of any Fees,  payment to Merchant of Net Sales Proceeds, and payment to Yammii, or a third party, to the extent expressly directed by Merchant for any other amounts contracted for between Merchant and Yammii or Merchant and such other third party, including, by way of example, in connection with a Hardware lease. Merchant’s authorization permits Yammii to generate a tangible draft or an electronic funds transfer to process each Payment transaction that Merchant authorizes. Merchant’s authorization herein will remain in full force and effect during the Term.

2. Payment Cards.

Yammii works with many Cards. Yammii's Payment processing services allow Merchant to accept Payments from most U.S.-issued credit, debit, prepaid, or gift Cards that bear the official markings of a Payment Network. At any time and without prior notice, Yammii may add, remove, or change which Cards are considered acceptable. From time to time, Yammii may support additional Cards at its discretion. Yammii will only process Cards that receive an authorization from the applicable Payment Network or Card issuer.

3. Deposits and Settlement.

Once the Merchant's Bank Account information is verified, Yammii will automatically deposit the Net Sales Proceeds collected to the Merchant's Bank Account via direct deposit. This deposit will normally appear in the Merchant's Bank Account within 1-2 business days after payment settlement is initiated. It is Merchant’s responsibility to initiate settlement of its payments in a timely manner through the Services. Optionally, Merchant may request that Yammii automatically initiate settlement of Merchant payments at 4:30 AM ET for the previous day's activity. If Merchant chooses to utilize this optional service, Yammii is not responsible for any loss in gratuities caused by settlement before the gratuity adjustment was made. Merchant’s failure to initiate settlement of its payments in a timely manner may result in higher processing rates charged by the Payment Networks and Yammii reserves the right to recoup such charges from Merchant, including by offsetting such amounts against Net Sales Proceeds. Additionally, if applicable, Merchant authorizes Yammii and/or its processors or bank partners to submit transactions to and receive settlement from one or more Payment Networks, on Merchant’s behalf.

4. Adjustments.

If Merchant has not provided goods or services consistent with the Merchant Agreement and these Payment Processing Terms with respect to a particular transaction(s), Yammii will have the right to refuse to pay any Net Sales Proceeds to Merchant and/or to pay a refund to any Customer from the Merchant's Bank Account. Yammii reserves the right to adjust the Net Sales Proceeds due for any period to compensate Yammii for any Chargebacks, calculation errors, Merchant employee fraudulent use, and any refunds paid to Customers, whether or not related to the period on which such adjustment is made, or to offset against such Net Sales Proceeds any other claim Yammii may have arising hereunder, as more fully set forth in Section 8 hereunder.

5. Investigations.

Notwithstanding Section 8 below, if Yammii needs to conduct an investigation or resolve any pending dispute related to Merchant’s Bank Account, Yammii may defer payout or restrict access to Merchant’s funds for the entire time it takes for Yammii to complete its investigation or resolve the dispute. Yammii also may defer payout or restrict access to Merchant funds as required by Applicable Law and Rules or court order, or if otherwise requested by law enforcement or government entity. Additionally, Merchant will assist Yammii when requested, at Merchant’s expense, to investigate any of Merchant’s transactions processed through the Services. To that end, and in accordance with Section 9 below, Merchant permits Yammii to share information about a Chargeback with Customer, Customer’s financial institution and Merchant’s financial institution in order to investigate and/or mediate a Chargeback. Yammii will request necessary information from Merchant to contest the Chargeback. If a Chargeback dispute is not resolved in Merchant’s favor by the Card network or issuing bank or Merchant chooses not to contest the Chargeback, Yammii may recover the Chargeback amount and any associated fees as described in the Merchant Agreement or these Payment Processing Terms. Merchant acknowledges that its failure to assist Yammii in a timely manner when investigating a transaction, including providing necessary documentation within the time period specified in Yammii's request, may result in an irreversible Chargeback. Yammii will charge a fee for mediating and/or investigating Chargeback disputes, in addition to any other Chargeback fee(s) set forth in an Order Form, if applicable. Additionally, Yammii may decide not to authorize or settle any transaction that Merchant submits to Yammii if Yammii reasonably believes that the transaction is in violation of any Yammii agreement, or exposes Merchant, other Yammii users, Yammii processors or Yammii to harm. Harm includes without limitation fraud, a violation of individual or proprietary rights and other criminal acts. If Yammii reasonably suspects that Merchant’s Yammii Account or Merchant's Bank Account has been used for an unauthorized, illegal, or criminal purpose, Merchant gives Yammii express authorization to share information about Merchant, Merchant’s Yammii Account and Merchant's Bank Account, and any of Merchant’s transactions with law enforcement.

6. Merchant Bank Account Activity.

When a payment is made to the Merchant's Bank Account, Yammii will update the Merchant's Bank Account reporting through the Yammii Platform. Reporting of Merchant's Bank Account activity by Yammii is available through the Yammii Platform for up to one (1) year of Merchant's Bank Account activity. Except as required by Applicable Law and Rules, Merchant is solely responsible for:

(a) compiling and retaining permanent records of all transactions and other data associated with the Merchant's Bank Account and Merchant’s use of the Services, and

(b) reconciling all transactional information that is associated with Merchant's Bank Account.

If Merchant believes that there is an error or unauthorized transaction activity associated with the Merchant's Bank Account, Merchant will contact Yammii immediately.

7. Merchant Reserves.

At any time and from time to time, Yammii may:

i) temporarily suspend or delay payments to Merchant in accordance with the Merchant Agreement,

ii) designate an amount of Merchant funds that Yammii or its payment provider(s) must maintain in order to protect against anticipated risks as described herein, and/or

iii) require that Merchant maintain a certain amount of funds in its Merchant's Bank Account to secure the performance of its obligations under the Merchant Agreement. Yammii, in its sole reasonable discretion, may require a Reserve for any reason, in order to protect Yammii from potential losses or other risk associated with Chargebacks (or anticipated Chargebacks), excessive refunds, liens, garnishments, credit risk based on Merchant’s processing history, or other indications of performance problems related to Merchant’s acts or omissions. The Reserve will be in an amount as reasonably determined by Yammii and/or Yammii's payment provider(s). The Reserve may be raised, reduced, or removed at any time by Yammii, in its reasonable discretion, based on Merchant’s payment history, a credit review, the amount of any arbitration award or court judgment against Merchant in Yammii's favor, or otherwise as Yammii and/or its payment provider(s) may determine or require. If Merchant does not have sufficient funds in its Merchant's Bank Account, Yammii may fund the Reserve from any funding source associated with Merchant’s Yammii Accounts, including any funds:

(a) transferred by Merchant,

(b) due to Merchant, or

(c) available in the Merchant's Bank Account, or other payment instrument registered with Yammii.

Merchant grants Yammii a security interest in and lien on any and all funds held in any Reserve, and also authorizes Yammii, or a payment processor or bank partner acting on behalf of Yammii, to make any withdrawals or debits, including by initiating one or more ACH debit entries, from the Reserve or any bank account linked to any of Merchant’s Yammii Accounts, without prior notice to Merchant, to collect amounts that Merchant owes Yammii, and such authorization survives termination of this Agreement for so long as such amounts remain due and owing. Merchant will execute any additional documentation required for Yammii to perfect its security interest in any funds in the Reserve. This security interest survives termination of this Agreement for as long as Yammii holds funds in the Reserve. Any Reserve will be held by Yammii for such period of time as is consistent with Yammii's liability for the potential risks described above, in accordance with Applicable Law and Rules. Yammii and its payment providers may (but are not required to) apply funds in the Reserve toward the satisfaction of any amounts which are or may become due from Merchant pursuant to this Merchant Agreement. Funds in the Reserve will not bear interest and may be commingled with other funds. Upon

(i) satisfaction of all of Merchant’s obligations under this Merchant Agreement; and

(ii) Merchant’s execution of documents reasonably requested by Yammii and/or its payment provider(s) in connection with the return of any Reserve funds, Yammii and/or its payment providers will pay to Merchant any funds then remaining in the Reserve.

Upon notice of termination of this Merchant Agreement, Yammii and/or its payment providers may estimate the aggregate dollar amount of anticipated Chargebacks, refunds, fines, fees, penalties, or other risks and the like that Yammii and/or its payment providers reasonably anticipate subsequent to termination, and Merchant agrees to immediately deposit such amount in its Merchant's Bank Account, or Yammii and/or its payment providers may withhold such amount from Merchant’s settlement funds in order to establish a Reserve pursuant to and governed by the terms and conditions of this Merchant Agreement.

8. Chargebacks.

Merchant will not incur excessive Chargebacks. If Yammii determines that Merchant is incurring excessive Chargebacks, Yammii may establish controls or conditions governing Merchant’s Yammii Account, including without limitation, by:

(a) establishing new processing fees,

(b) creating a Reserve in accordance with the Merchant Agreement or these Payment Processing Terms,

(c) delaying payouts, and/or

(d) terminating this Merchant Agreement and/or any associated Order Form(s) or Master Services Agreement(s), as applicable.

Notwithstanding Section 8 above, for any transaction that results in a Chargeback, Yammii may withhold the Chargeback amount and any associated fees. Yammii may deduct the amount of any Chargeback and any associated Fees, fines, or penalties listed in each Order or assessed by a third party, from either Merchant’s Yammii Account or Bank Account (including without limitation any Reserve), or any proceeds due to Merchant or other payment instrument registered with Yammii. If Merchant has pending Chargebacks, Yammii may delay payouts from Merchant’s Yammii Account. Further, if Yammii reasonably believes that a Chargeback is likely with respect to any disputed transaction, Yammii may withhold the amount of the potential Chargeback from payments otherwise due to Merchant under the Merchant Agreement or these Payment Processing Terms until such time that:

(a) a Chargeback is assessed, in which case Yammii will retain the funds;

(b) the period of time under Applicable Law and Rules by which Customer may dispute the transaction has expired; or

(c) Yammii determines that a Chargeback on the transaction will not occur, in which case Yammii will promptly release the withheld funds back to Merchant.

If Yammii is unable to recover funds related to a Chargeback for which Merchant is liable, Yammii may deduct the full amount of the applicable Chargeback from Merchant’s Bank Account in accordance with the Merchant Agreement or these Payment Processing Terms, or, if Yammii is unable to do so, Merchant shall pay Yammii promptly upon demand. Merchant will pay all costs and expenses, including without limitation attorneys' fees, other legal expenses, and handling fees incurred by or on behalf of Yammii in connection with the collection of all Chargebacks and Yammii Account deficit balances that are unpaid by Merchant. The terms and conditions of this Section 9 will survive termination of this Agreement.

9. Compliance with Applicable Law and Rules, including Payment Networks.

The Payment Networks require that Merchant and Yammii comply with all Applicable Law and Rules. Portions of the Operating Regulations may be made available to the public at the following online websites*:

Visa: www.usa.visa.com
‍
‍Mastercard: www.mastercard.com
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‍American Express: https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf
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‍PCI-DSS: www.pcisecuritystandards.org
‍
‍Visa’s CISP program: www.visa.com/cisp

‍Mastercard’s SDP program: www.mastercard.com/sdp

‍Discover’s DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html

‍American Express’ website: www.americanexpress.com/merchantopguide

‍Further, Yammii may prohibit or otherwise restrict Merchant's ability to use the Services in connection with the sale of certain products or services, or certain transaction types, that Yammii, or its payment provider, in its respective discretion deem to pose undue risk to Yammii or its payment provider, as applicable. Without limitation of the foregoing, a list of certain prohibited or restricted transactions may be found at:

[•].Merchant acknowledges that the Google Pay Terms of Service are hereby made available to Merchant and may be found at: https://policies.google.com/terms.

Merchant agrees that the Operating Regulations are incorporated by reference into the Agreement and that nothing in the Agreement shall be construed to interfere with or lessen the right of the Payment Networks or Yammii's payment provider(s) to terminate the Agreement at any time. In the event of a conflict between the Agreement and the Operating Regulations, the Operating Regulations will control.

Merchant acknowledges and agrees:

i. it is responsible for the actions of its employees and agents;

ii. it will comply with all Applicable Law and Rules and all applicable parts of the Operating Regulations; including those parts regarding the ownership and use of the names, logos, trademarks, service marks, images, domain names and other source identifiers of the Payment Network;

iii. it will comply with, and will contractually require its suppliers and agents to comply with, the provisions of the Cardholder Information Security Program (CISP) and PCI DSS, or other security program as required by a Payment Network and demonstrate compliance with these security obligations; and it shall clearly distinguish fees associated with an Association’s transactions with fees associated with other Card transactions in its pricing.Merchant represents and warrants that it will not:discriminate against Cards or Card issuers (e.g., limited acceptance options) except in full compliance with the Operating Regulations;

iv. submit any transaction to Yammii that was previously charged back and subsequently returned to Merchant, irrespective of approval by a person authorized to use the relevant Card or the accounts established in connection with the relevant Card (a “Cardholder”);

v. knowingly submit any transaction that is illegal or that the Merchant should have known was illegal.  

vi. Merchant acknowledges that such transaction must be legal in both the Cardholder’s and the Merchant’s jurisdiction;

vii. submit a transaction that it knows, or should have known is either fraudulent or not authorized by the Cardholder;

viii. 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 in plain view when mailed, nor request a Card Verification Value 2 (“CVV2”) for a card-present transaction, nor retain or store any portion of the magnetic-stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the Operating Regulations or the Agreement, including CVV2;

ix. add a surcharge to transactions, except as expressly permitted by, and in full compliance with, the Operating Regulations;

x. disburse funds in the form of cash unless Merchant is participating in full compliance with a program supported by a Card Network for such cash disbursements and in full compliance with the Operating Regulations;

xi. submit a transaction that does not result from an act between the Cardholder and the Merchant;

10. Commercial Entities.

In order to provide Merchant with payment processing services, Yammii must enter into agreements with the Payment Networks, processors, and acquiring banks. The Payment Networks have set certain Card volume thresholds, which require anyone that processes at or above those thresholds to enter into an agreement directly with one or more of Yammii's banking partner(s). These thresholds are as follows: $1,000,000 in Visa transactions and/or $1,000,000 in Mastercard transactions and/or an amount set forth by Discover and American Express (or such other amount provided by the applicable Operating Regulations) processed in any 12-month period.

By accepting or otherwise agreeing to these terms, Merchant agrees to the terms and conditions of each applicable Commercial Entity Agreement, located at www.yammiipos.com/merchant-agreement, as may be amended from time to time, effective as of the date Merchant processes such specified amounts or as otherwise required by Yammii's bank partners. If Merchant fails to comply with any “Commercial Entity Agreement”, Yammii may suspend or terminate Merchant’s Yammii Account. Similarly, if American Express considers Merchant to be a high value customer, it may require that Merchant enter into a direct agreement with American Express and designate Yammii as Merchant’s agent for American Express payments. If that is the case, Yammii will notify Merchant of such requirement.

11. Off-Line Transactions.

Merchant, using its reasonable discretion, may use the Services from time to time to conduct point-of-sale activities offline (“Off-Line Mode”); transactions initiated in Off-Line Mode will be queued and submitted for authorization when Internet connectivity to the Services is restored. However, Merchant assumes any and all risk, responsibility and liability associated with any transaction that Merchant chooses to conduct in Off-Line Mode.

12. Merchant Processing Errors.

Yammii will employ commercially reasonable efforts to rectify Payment processing errors that Merchant processes incorrectly if and when Merchant notifies Yammii of such an error. Merchant’s failure to notify Yammii of a Payment processing error within thirty (30) days of when it first appears on Merchant’s electronic transaction history will be deemed a waiver of any right to amounts owed to Merchant for such error.

*Yammii may modify the Merchant Agreement or these Payment Processing Terms to comply with, and as a result of, amendments to Applicable Law and Rules. Applicable Law and Rules may prohibit or impose conditions on Merchant, including without limitation assessing a surcharge for the use of a Card in connection with any transaction.