This Agreement between ___________ (“Merc”), and Veritec Inc., d/b/a Tangible Payment Systems (“sometimes hereafter referred to as TPS, blinxPay or the Company”) is entered into on the date signed and accepted by all parties. These Terms and Conditions and the Merchant Application & Agreement constitute the entire agreement between TPS and Merchant with respect to the subject matter hereof. TPS is providing Merchant access to a web-based Credit/Debit Card Processing Portal for the purpose of originating debit and credit transactions. Merchant acknowledges that all TPS™ transactions will be originated in accordance with these terms and conditions, as periodically amended, and any other applicable government regulations that may relate to TPS originations, and credit/debit card processing services for the purposes of accepting and processing payments made by the Merchant’s customers for the benefit of the Merchant and credit to the Merchant’s account(s).
- Term: The initial term of this Agreement is for a period of three (3) years and such term shall be automatically extended for successive Renewal terms; provided, however, that either party may terminate this Agreement at any time without cause and without breach of this Agreement upon thirty 30 days prior written notice.
- Entry Submission: Upon acceptance of this Agreement and setup of Merchant’s TPS Merchant Account, Merchant and others authorized by the Merchant’s customers will be able to submit credit/debit card payments to the TPS credit/debit card payment portal. Each charge will be debited to the Merchant’s customer’s credit/debit card account and credited to the Merchant’s account when the charge is properly authorized. Other factors, such as credit holds, may delay the transmission of these entries
- Fees and Charges: Merchant agrees to pay TPS for the charges for services rendered hereunder in accordance with the Fees and Charges Schedule as set forth in this Agreement. Merchant will be notified via electronic mail when a debit entry, such as the Monthly Maintenance Fee, has been generated and a debit entry will be transmitted via ACH to the Merchant’s designated bank account. Merchant agrees that it shall, at all times, maintain a sufficient balance in its designated TPS account to cover debit related entries, including monthly Maintenance Fee, and chargeback settlements. The fees and charges are subject to change upon thirty (30) days prior written notice by electronic or U.S. Mail to Merchant. Upon receipt of any notice of fee increase, Merchant may, by written notice to TPS at least ten (10) days prior to effective date of any such fee increase, terminate this agreement as set forth in this Agreement. If Merchant does not terminate the Agreement, it shall be deemed to have accepted the fee increase.
- Reserve Account: Merchant agrees to fund an account in the initial amount of$15,000 (“Merchant Reserve Account”) which may be increased, at TPS’ sole discretion, to cover risk associated to chargeback settlements. The purpose of the Merchant Reserve Account is to protect and indemnify TPS for potential losses caused by the electronic payment processing performed for the Merchant and/or Merchant’s customers. Merchant agrees to fund the Merchant Reserve Account by contributing 4% of the total transaction processing volume each month from customer transactions. The foregoing notwithstanding, when the Merchant Reserve Account is equal to or greater than an average of 4% of the prior 3 months gross transactions processing, the contribution to the Merchant Reserve Account shall be suspended; however, all amounts deposited within said Merchant Reserve Accounts shall remain on deposit with TPS’ sponsor bank. If gross transactions volume in any given month is greater than the average gross transactions volume for the prior three-month period, the contributions previously described shall be resumed until an amount is on reserve which is equal to 4% of the gross transactions volume of the month which is greater than the average of the prior three-month period. The Merchant Reserve Account shall be opened and maintained at TPS’ sponsor bank. In the event that this Agreement is discontinued by either party, the balance in the Merchant Reserve Account shall remain at TPS sponsor bank for up to 90 days.
- Authorizations & Agreements: In order for TPS to debit funds pursuant to the Rules for electronic funds transfers, Merchant shall obtain written authorization agreements executed by an authorized account signer. In the event of a web or telephonic entry, Merchant will obtain, and provide upon TBS’ request, the minimum requirements for web or telephonic entries as set forth in the Rules. Merchant agrees to periodically review its authentication techniques, to ensure that its security measures are adequate, and make all necessary changes to ensure that all authentication techniques are in accordance with all applicable laws, regulations, statutes, and the Rules. Upon a valid request from a Receiving Financial Depository Institution “RDFI” for proof of authorization, TPS will notify the Merchant, and Merchant will be required to provide such valid proof within four 4 days of such request. Failure to provide such proof, as required by the Rules, may result in suspension or termination of Merchant’s ACH Account. In addition, Merchant shall be liable for any and all liabilities, claims, costs, expense, reimbursement obligations, fines, and penalties, which arise due to such failure to timely produce original payee authorization agreements. The Provisions of this paragraph will survive the Termination of this agreement.
- Returned Transactions & Chargebacks: TPS will notify Merchant by electronic mail upon receipt of a returned ACH transaction or a credit/debit card chargeback. Merchant authorizes TPS to deduct returned debits and chargebacks from any settlement credit due to Merchant, or in the event no such settlement is due, originate a debit entry to the Merchant’s TPS account or the Merchant’s designated bank account for a returned debit. In the event the return is a credit that was previously offset by debiting the Merchant bank account, the returned funds will be credited back to the Merchant’s TPS account or the Merchant’s bank account within the standard settlement period. Reference is made to Fees and Charges Schedule for applicable fees.
- Rejects and Notices of Change (NOC): Merchant confirms that all pending transactions have no prior returns associated with invalid account information or invalid/revoked authorization. If a pending transaction is found with a prior problem, TPS has the right to void (reject) the transaction and Merchant will be notified of such reject via electronic mail. In the event an NOC was received correcting account data, TPS will correct pending transaction to comply with the Rules. Reference is made to Fees and Charges Schedule for applicable fees.
- Settlement: In settlement for each credit entry submitted by Merchant, TPS will transmit an Offset Settlement debit to the Merchant’s TPS account or the Merchant’s designated bank account on the effective date of such credits and will then hold credits for a minimum of six days prior to transmitting through the ACH. If the Offset Settlement is returned, held credits will be voided and the Merchant will be notified via electronic mail. If the Offset Debit is returned after the credit(s) have been transmitted through ACH, the debit will be resubmitted and a Rejected Transaction fee or Chargeback fee depending upon the type of Transaction will be applied. Unless both TPS and Merchant agree upon a shorter term in writing, Debit entries will be settled five (5) business days from the date the entry is submitted to the ECHECK/ACH Platform. Returned debit entries received after the settlement is transmitted, will be subject to additional fees, and a debit will be initiated to reclaim funds. Should fraudulent activity be suspected, TPS has the right to hold settlements while an investigation is made. Merchant will be notified via electronic mail of any such event.
- Hardware and Communication Services: Merchant shall be solely responsible for establishing and maintaining its telecommunications lines and equipment necessary to transmit data between Merchant’s equipment and TPS. TPS is solely responsible for Card Not Present transactions. Merchant acknowledges that all transactions will appear originated from “Tangible Payment Systems” in their customer’s credit card statements.
- Security: Merchant shall take commercially reasonable security precautions to prevent unauthorized or fraudulent use of the Platform by its employees, agents, and customers. TPS will assign to Merchant one or more user identification numbers and temporary passwords for Merchant’s use in accessing the Platform. Upon accessing the Platform with the temporary password, Merchant will be required to change the user password. TPS will not have access to this password. In the event Merchant is unable to access the TPS Platform due to password issues, Merchant shall telephone TPS Support Department and upon providing satisfactory identification, will be provided a new temporary password. The use and confidentiality of such numbers and passwords shall be the sole responsibility of Merchant and Merchant must institute appropriate safeguards to keep such access passwords secured. TPS shall not assume any responsibility to discover any possible breach of Merchant’s security. Merchant shall immediately notify TPS if it discovers any breach of security of the TPS Platform and/or Merchant access.
- Support: Merchant shall provide Level 1 support to its customers which includes but is not limited to Bank Card, Designated Account, Transaction, and customer services. Merchant shall contact TPS with respect to Level 1 support unless and until it has exhausted its best efforts to resolve the given issue. Merchant shall promptly notify TPS of all material problems that Merchant determines to exist regarding issues that it has with its product. TPS shall provide Level 2 support and agrees to provide the following maintenance and technical support services with respect to the applicable to the Service (collectively, the “Support Services”):
a. TPS will use reasonable efforts to correct and repair any material malfunction, defect or nonconformity in the Service that prevents Merchant from accessing or otherwise using any material functionality of the Service in production following telephonic or any other mutually agreed upon means of notification by Merchant to TPS of the same;
b. TPS will implement routine by-passes, revisions, improvements, enhancements, patches and bug fixes to the Service which may be generally released by TPS in its application management services provided to its other commercial customers incident to its support activities.
12. Warranty: Limitations on Liability: TPS shall be responsible only for performing the Services expressly provided for in this Agreement and may be liable only for its gross negligence in performing those Services. TPS shall not be responsible for the acts or omissions of the Merchant or its owners, directors, officers, employees, or representatives including without limitation the amount, accuracy, timeliness of transmittal, or authorization of any entry received from the Merchant or those of any other person, including, without limitation, with TPS’ and Merchants’ Bank(s), any Federal Reserve Bank, transmission or communications facility, any Receiver or Receiving Depository Financial Institution including without limitation the return of an entry by such Receiver or Receiving Depository Financial Institution, and no such person shall be deemed TPS agent. TPS will not be responsible for any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communication, networks, legal constraints or other events beyond its control. Because of the difficulty of determining actual damages for any failure of TPS to perform its obligations under this Agreement, the parties agree that the extent of any damages hereunder, if any, shall be limited in amount to the Transaction Processing Fees paid for one calendar year through the month prior to which the loss occurred. IN NO EVENT SHALL TPS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE WHICH THE MERCHANT MAY INCUR OR SUFFER IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, INCLUDING ANY LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM TPS ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT. TPS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. Without limiting the foregoing, TPS specifically disclaims any warranty: (i) that the service will be uninterrupted or error free; (ii) that defects will be corrected, (iii) that security methods employed will be sufficient; or (iv) the service will be correct, accurate or reliable.
13. Termination of Service: TPS shall have the right to immediate termination of this Agreement if the Merchant’s representations and warranties contained in this Agreement are not true and correct both on the day made and at any time during the term of this Agreement. TPS may also cancel any account for any Merchant if it participates in any illegal, unethical or other unacceptable behavior that TPS in its sole discretion, deems to adversely reflect on TPS reputation, and either party may terminate this Agreement if the other party: (i) is in default of any obligation under this Agreement which shall include nonpayment of fees and charges and such default has continued for fifteen 15 days following notice and opportunity to cure; (ii) files or suffers the filing of a petition for relief under the bankruptcy laws; or (iii) makes an assignment of all or substantially all of its assets for the benefit of creditors. Any termination of this Agreement shall not affect any of the obligations of either party arising prior to such termination. Merchant must provide a written Notice of Termination. Upon termination of this Agreement by Merchant as set forth in this Paragraph, the Merchant shall notify TPS of the effective date of such termination, and any processing fees due to TPS must immediately be paid upon notice of cancellation. Accounts are not closed until each account balance is paid in full. TPS is authorized to debit from Merchant’s TPS account or the Merchant’s bank account the amount of all fees due upon cancellation. TPS shall continue its obligation to notify Merchant of any returned transactions and Merchant will continue to authorize the settlement of such returned items to the Merchant’s TPS account or the Merchant’s bank account. Any termination by Merchant will not affect TPS’ rights or obligations arising before the termination.
14. Compliance with Rules, Laws, and Regulations: Merchant hereto agrees to comply with all applicable laws and regulations, including without limitation, such laws and regulations of federal and, if applicable, state, and local governmental authorities, the Office of Foreign Assets Control (“OFAC”) the National Automated clearing House Association (“NACHA”), and Federal Reserve Regulation E 12 C.F.R. Part 205. TPS has established reasonable rules, regulations, and operational guidelines with respect to use of the Service by Merchant, and Merchant agrees to adhere to such, and any future amendments as notified. TPS reserves the right to suspend Merchant’s access to the TPS Platform, and to hold funds if deemed appropriate, if evidence exists that transactions have been submitted that are not in compliance with such Rules, laws, and regulations, until such time that compliance is assured.
15. Indemnification: The Merchant shall be liable for and shall indemnify and hold harmless TPS and its employees, officers, directors, agents and affiliates from and against any claim, loss, damage, penalty, cost or expense including attorneys’ fees and expenses resulting or arising from: (a) any breach of any of the representations, warranties and agreements of the Merchant contained in this Agreement; (b) failure to comply with NACHA Rules and Regulations, or applicable laws; (c) any fraudulent, wrongful, or negligent act or omission of Merchant or any of its employees, agents, independent contractors, or customers; (d) any unauthorized transmission by Merchant of data from Merchant; (e) any unauthorized entry by Merchant of information into the ACH Platform; and/or (f) any use by Merchant of the Platform or the Services other than in strict compliance with the procedures and terms set forth in this Agreement. Merchant shall not, however, be liable for any special, indirect, or consequential damages, including without limitation lost profits, even though such damages may have been foreseen or foreseeable by Merchant or TPS. The indemnification provisions herein shall survive the termination of this Agreement.
16. Further Representations and Warranties of Merchant: Merchant represents, warrants and agrees that: (a) All information contained in this Agreement, any application or in any other documents delivered to TPS in connection therewith is true and complete and properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) this Agreement (i) has been duly authorized, and delivered by the Merchant; (ii) is in full force and effect; (iii) the person executing this Agreement is duly authorized to bind the Merchant to all provisions of this Agreement; and (iv) such person is authorized to execute any and all documents and to take any action on behalf of the Merchant which may be required by TPS now or in the future; (c) this Agreement does not violate any law or conflict with any other agreement to which the Merchant is bound; (d) There is no action, suit or proceeding pending or threatened, which if decided adversely would impair Merchant’s ability to carry on its business substantially as it is now being conducted; (e) the Merchant has obtained all necessary regulatory approvals, licenses and certificates to provide any services that it intends to offer; (f) the Merchant shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, regardless of the nature of the laws and regulations, and shall continue to comply with all applicable laws and regulations that may apply to it in the future; (g) Merchant shall be bound by and comply with the Rules as in effect from time to time and acknowledges that entries may not be initiated that violate the Rules, or laws of the United States; (h) it shall pay all taxes and other charges imposed by any governmental authority on the Services provided under this Agreement; (i) each person shown as the Receiver on an entry received by TPS from Merchant has authorized the initiation of such entry and the crediting and/or debiting of such person’s account in accordance with the Rules, by Regulation E or other applicable law and this Agreement in the amount and on the Effective Entry Date shown on such entry, and the Merchant shall retain for a period of five years after their termination or revocation or for such longer period as may be required by the Rules or applicable law and provide a copy to TPS upon request; (j) such authorization is valid at the time of transmittal or crediting/debiting by TPS as provided herein and has not been revoked by operation of law or otherwise; (k) entries transmitted to TPS by Merchant are limited to those types of credit and debit entries appropriate for Merchant’s business, and is for an amount which, as of the applicable Settlement Date, will be due and owing, has been specified to be paid, or is a correction of a previously transmitted erroneous entry; (l) all transactions submitted hereunder are bonfire; (m) Merchant has never been terminated for cause from an agreement in which the Services contemplated herein are provided; (n) this Agreement constitutes the legal, binding and enforceable obligation of Merchant, enforceable in accordance with its terms; (o) each entry conforms in all respects to the Rules and applicable law; and (p) Merchant authorizes TPS to audit its records to confirm compliance with this Agreement. All instructions to Merchant as set forth in this Agreement shall be complied with. Non-compliance may result in immediate implementation of non-compliance fines and/or cessation of service by TPS.
17. Confidentiality/Restriction on Use of or Disclosure of Trade Secrets: Neither party will disclose to anyone, directly or indirectly, either during the term of this Agreement or at any time thereafter, any trade secrets, or confidential information of the other party or use such information other than during services provided under this Agreement. All documents that TPS prepares, or any confidential information that might be given to Merchant during its services under this Agreement, are the exclusive property of TPS.
18. Status of the Parties: Nothing herein shall be construed to create a partnership, joint venture, franchise, employer, employee relationship by or between Merchant and TPS No party shall have the authority to commit or bind any other party without such party’s prior written consent.
19. Notices: All notices, requests and other communications under or pertaining to this Agreement shall be in writing and shall be given by electronic mail, facsimile transmission, express carrier or United States registered or certified mail, addressed to the applicable party or parties at the address provided to the other or as set forth above, or at such other address as may be designated by notice as provided herein. Any such communication shall be effective upon its receipt.
20. Amendments: From time to time, TPS may amend any of the terms and conditions contained in this Agreement, including without limitation, any cut off time, any business day to comply with modifications to applicable laws and regulations and the Rules. Such amendments shall become effective upon receipt of notice by the Merchant or such later date as may be stated in TPS notice to the Merchant.
21. Assignment: The Merchant may not assign this Agreement or any of the rights or obligations hereunder, without the prior written consent of TPS which consent shall not be unreasonably withheld. 22. Survival: All representations, warranties , covenants and agreements of the Merchant contained herein shall survive the execution, delivery and termination of this Agreement.
23. Governing Laws and Jurisdictions: All of Merchant’s obligations to TPS hereunder shall be governed by and construed in accordance with the laws of The State of Minnesota. Merchant consents to the jurisdiction of the Courts of the State of Minnesota and venue in Hennepin County, Minnesota for the purposes of any legal action arising with respect to such obligations, the breach thereof or the transactions contemplated herein, and agree that service upon such party in any such action may be made by certified first class mail, to the address on record.
24. Attorney Fees: Merchant will be liable for and will indemnify and reimburse TPS for all attorneys’ fees and other costs and expenses paid or incurred by TPS in the enforcement of this Agreement, and in collecting any amounts due from the Merchant to TPS or resulting from any breach by Merchant of this Agreement.
25. Force Majeure: TPS shall not have any responsibility and shall incur no liability for any failure to carry out, or any delay in carrying out any of its obligations under this Agreement resulting from acts, omissions, or inaccuracies of third parties not under its reasonable control, acts of God including, but not limited to, fire, floods or adverse weather conditions), labor difficulty, legal constraint, war, terrorism, the unavailability or interruption of transmission or communication facilities or utilities, equipment or other technological failure, emergency conditions or any other cause beyond its reasonable control.
26. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
27. Acceptance: This Agreement shall become the binding obligation of TPS™ upon completion of its due diligence, including verification of Merchant’s credit worthiness and receipt of all requested documentation. Upon acceptance, Merchant will be notified by electronic mail and provided with unique Merchant Code and login information.
28. Third Party Beneficiaries: Merchant acknowledges and agrees that TPS Originating Depository Financial Institution (“ODFI”) is expressly made a third-party beneficiary of this Agreement.
blinxPay™ Products
1. blinxPay™ Direct
blinxPay Direct is a payment portal that allows online/e-commerce merchants to accept payments with
minimal set up. Create a blinxPay account, fill out the blinxPay Merchant Enrollment Form, and you
will receive a personalized payment portal for your business. Customers can securely enter their
credit / debit card or bank account numbers, and completed payments will go directly into your
blinxPay merchant account.
This service requires only the merchant to sign up for a blinxPay account.
Features:
- Accept payments directly from credit/debit cards and ACH
- Can be standalone or embedded in an app/website
- Advanced security measures
- Real-time updates on transaction status and history
Benefits:
- No Merchant ID required. Straightforward setup
- Accept payments within one day
- Does NOT require customers to sign up for blinxPay
2. blinxPay™ Iframe _______________________________________________
blinxPay Iframe is a payment portal that allows for seamless one-click payments and payouts directly on merchant’s websites or apps. Once signed in, customers can conveniently make payments with their blinxPay balance or linked cards and bank accounts. Signed in customers can also request payouts with just a click of a button, and approved requests will be processed instantly. blinxPay Iframe can be customized to fit the business design.
This service requires both merchants and customers to sign up for blinxPay.
Features:
- Accept payments from blinxPay users
- Can be standalone or embedded in an app/website
- Advanced security measures
- Real-time updates on transaction status and history
Benefits:
- Seamless user experience by keeping your customers in-app
- Convenient access all past payment methods without re-entering card or bank account numbers
- Customizable design
3. blinxPay™ Wallet
With a blinxPay Wallet, users and merchants can load money from bank accounts with credit or debit
cards, or ACH from a regular bank account into blinxPay wallet. This digital wallet is a card not
present system ideal for merchants and customers transacting in-person or by phone, without any POS
or hardware requirements.
This service requires both merchants and customers to sign up for a blinxPay account.
Features:
- Link and manage multiple bank accounts, credit and debit cards in one app
- Send, request, and receive money from other blinxPay users, including merchants, friends and family
- Conveniently bill and pay by scanning QR codes
- Real-time updates on transaction status and history
Benefits:
- Convenient and intuitive ways to pay, send, and request
- Replace your physical wallet
- Manage all your bank accounts, credit and debit cards on the go
- Accept in-person payments without POS devices
4. blinxPay™ DuoCard ______________________________________________________
blinxPay DuoCard is a combination of a blinxPay Wallet and a secure member ID card. The technologies are proprietary and patented by Veritec Inc.
DuoCard is a 2-in-1 digital card using the blinxPay wallet technologies that allows consumers manage their spending within the limit of fund available in the wallet and a picture ID with personal information storing within a QR code as a portable database for identification.
DuoCard allows merchants and organizations to save interchange fees, create virtual accounts and verify end-users and members identity, accept payments with verifiable fund in the wallet, and keep members loyalty with a rewards program.
It is a great and secure, low-cost digital ID plus payment system that can be customized to fit businesses or organizations branding and needs.