PABN's Recipient Terms of Service

Posted Date: July 18, 2020

Thank you for your interest in partnering with PABN in order to manage card‐initiated payments from your customers.

These Recipient Terms of Service (the "Agreement") are a legal agreement among Pay Any Bill Now and you and any person or organization for which you act. This Agreement governs your use of our Website located at payanybillnow.com and the associated software and services (collectively, the "Services").

This Agreement is designed to work in tandem with our Terms of Service and those Terms of Service will apply for areas not covered explicitly in this Recipient Terms of Service.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY PAY ANY BILL NOW's SERVICES. Your use of the PABN Services in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use the PABN Services. This Agreement includes the provisions in this document, as well as those in the Privacy Policy and the PABN Terms of Service

If you do not agree to this Agreement, do not use the Services.

As used in this Agreement, the words "you" and "your" refer to you, a User (see Definitions) of the Services and the Party agreeing to this Agreement. The words "we," "us," "our" and any other variation thereof refer to Pay Any Bill Now.

We may close, suspend, or limit your access to your PABN Account and the PABN Service if you violate this Agreement or any other agreement you enter into with PABN, or as may be otherwise specified in this Agreement, or if you violate any Third-party Terms.

We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the https://payanybillnow.com website, by sending you an email, and/or by some other means. The revised version will be effective at the time we post it. If you don't agree with the new Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use the PABN Services. If you use the PABN Services in any way after a change to the Agreement is effective, that means you agree to all of the changes.

OU MUST READ, AGREE WITH, AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS RECIPIENT TERMS OF SERVICE AGREEMENT BEFORE YOU BECOME A CUSTOMER OF THE SERVICE.

1 THE PAY ANY BILL NOW BUSINESS SERVICES

The scope of this Agreement is limited to Business Services, which aid in reconciliation of card‐initiated payments. You warrant that you are acting on behalf of your Customers and in accordance with the relevant provisions of the PABN Terms of Service.

PABN is not a bank or other chartered depository institution. Any Transactions are between you and a third-party, and not with PABN or any Affiliates. PABN is an independent contractor for all purposes and is not your agent or trustee. PABN does not have control of, or liability for, the products or services that are sold or paid for by PABN Members through the PABN Service.

PABN does not issue payment cards or extend credit.

By submitting a Payment via the PABN Services, you agree to remain bound by all applicable terms and conditions of the Recipients to whom you authorize Payments. You further acknowledge that your use of PABN Services does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Any obligations arising from your relationships with Recipients may not be assigned to PABN.

Currently supported Payment Methods are enumerated in Section 4 of this Agreement. PayAnyBillNow does not issue payment cards or extend credit.

1.2 IMPACT TO EXISTING RELATIONSHIPS

No provisions of this Agreement, except where otherwise noted, will modify or supersede your existing relationships with your Customers. PABN is not a debt collector, nor do we take on any legal responsibilities regarding your Customers' financial obligations.

The arrangement outlined in this Agreement does not constitute a payment processing relationship, and accordingly does not violate any binding arrangements, which may preclude the establishment of a payment processing relationship, including exclusivity clauses, which may be enforced by existing payment processors.

1.3 PABN BUSINESS SUPPORT

If you encounter any issues related to the use of the PABN Portal or its Services, or have a question about your Payments or services, please contact contact@PayAnyBillNow.com or via the PABN Portal.

2 ELIGIBILITY, USAGE, AND DATA COLLECTION

2.1 ELIGIBILITY REQUIREMENTS

Currently, PABN offers its Business Services to businesses (including sole proprietors) and certified charitable organizations located in the United States only.

Businesses are also subject to additional eligibility requirements, which may change at any time and may not be explicitly disclosed to Businesses.

PABN retains the right to approve or deny access to the Services at its sole discretion.

2.1.1 In order to use the Services, you must at least 18 years of age and able to form legally binding contracts under applicable law. You must have a valid email address. You must have a valid deposit account at a PABN-supported bank or a payment card issued on a PABN-supported network: ACH, Wire, Prepaid Card, Debit Cards, and e-checks. Other restrictions may apply.

2.2 USAGE

In order to access the Services as a User, you must create an account ("Account"). When you set up your Account, you will be required to create log-in credentials by providing personally identifiable information (PII) including your name, a valid email address, information about your business (if applicable), and a strong password. We may also request additional information such as your business' EIN after you have created your Account. You agree to provide true, accurate, and complete Registration Information and to notify us promptly if any of your Registration Information changes, including your email address. Your failure to provide satisfactory information upon request may result in limitations being placed on your Account including complete restriction from access and usage of the Services.

You are responsible for all activity that occurs in association with your Account. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. PABN is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials. If you open additional accounts, PABN reserves the right to immediately close them.

2.3 PERSONALLY IDENTIFIABLE INFORMATION (PII)

PII provided through accessing the Website and using the Services is governed by our Privacy Policy. To help the government fight Restricted Activities (see Terms of Service), PABN obtains, verifies, and sometimes stores certain PII. You authorize PABN, directly or through third parties, to make any inquiries we consider necessary to verify your or your business' identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your PII and your business' information against third-party databases or through other sources. If PABN cannot verify your or your business' identity, PABN reserves the right to deny you use of the Services or to limit your use of your Account.

2.4 PAYMENT DATA

PABN may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient. As further outlined in our Privacy Policy [link], you agree to allow PABN to share this information with your Payment Recipient. If you share data with PABN, you represent and warrant that you have obtained the necessary permissions to do so and that your policies regarding PII adhere to any applicable laws or regulations.

PABN will not be held responsible for any liabilities arising from the sharing of data by a Business.

3 REPRESENTATIONS

By accepting the terms of this Agreement, you represent and warrant that:

  • you are eligible to register and use the Service and have the authority to execute and perform the obligations required by this Agreement;
  • any information you provide us about your Customers, Business, or partnerships is accurate, current, and complete;
  • you will comply with all laws applicable to your business and use of the Services;
  • you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

4 YOUR BUSINESS OBLIGATIONS to PABN

In return for your use and access of the PABN Business Services, you agree to comply with the following obligations:

  • Only accept payment for bona fide legal, commercial transactions.
  • Credit Customers in a timely manner for payments committed by PABN.
  • Deliver your goods or services as advertised, in their entirety, on time, and to the satisfaction of your Customers.
  • Comply with any applicable Network Rules defined and enforced by Financial Services Providers or Card Networks.
  • Comply with all information requests from PABN regarding a Payment or Customer.
  • Ensure all information provided to PABN is kept current, accurate, and complete.
  • Ensure any integrations are continually updated to the latest versions of our APIs and Services.

5 CLOSING YOUR ACCOUNT

If you wish to close your PABN Account you must contact us at contact@PayAnyBillNow.com. Your PABN Account can be closed only by you. If you contact us with such a request, we will take certain steps to verify your identity, and you agree to cooperate in such verification. When your PABN Account is closed, we will cancel any pending instructions you have given us.

5.1 LIMITATIONS ON CLOSING YOUR ACCOUNT

You will remain liable for all obligations related to your Account even after your Account is closed, including any Payments processed prior to Account closure, including any fees or charges already due to PABN.

You may not close your PABN Account to evade an investigation. If you attempt to close your PABN Account while we are conducting an investigation, PABN may freeze your account for up to one hundred eighty (180) days (or such longer period as may be required by applicable law, regulation, or third-party requirement, including as required by Third-Party Providers or Third-Party Terms) to protect PABN, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your PABN Account even after the PABN Account is closed.

6 REPORTING

PABN provides two major payment status reports:

Committed Payments –​ These are payments that have been submitted by your Customers, reviewed by PABN for risk and compliance reasons, and subsequently committed for eventual delivery to you. You are required to credit your Customers at the time a payment reaches this status.

Deposited Payments –​ These are payments for which funds have been delivered to your specified funding method. These reports can be used for reconciliation with your bank accounts.

We retain the right to hold or refuse a submitted payment if it is deemed too risky to deliver to a Business. In such cases, those Payments are moved from a "submitted" status directly into a "cancelled" status and will not appear in your reporting. They may still be located via the Payment Lookup page in your Business Portal.

PABN's Business integration team may also support custom reporting formats and accounting system integrations. If you will require a custom solution, please ask your PABN contact during Onboarding.

7 APPLICABLE TAXES AND PENALTIES

You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by PABN, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse PABN or a third party for any and all such liability.

7.1 COLLECTION OF PENALTIES.

In the event that you are liable for any amounts owed to PABN, PABN may initiate a transaction via your default payment method or other available payment methods to pay any such amounts. If you do not have sufficient funds available to fulfill such payment, PABN may engage in collection efforts and/or other legal actions to recover such amounts from you.

8 PAYMENT METHODS

8.1 SUPPORTED PAYMENT METHODS

PABN enables Users to transmit payments to Recipients via automated clearinghouse ("ACH"), Wire, Prepaid Card, Debit-Cards, and eCheck (PayPal coming soon). Recipients may receive payments via paper check, electronic check, debit card, ACH transfer, wire transfer, or by virtual card number ("VCN").

PABN supports payments from all U.S. financial institutions.

Note that PABN does not support the use of credit cards for payments at this time.

8.2 RESTRICTIONS ON PAYMENT METHODS

All Payment Method usage associated with Payments submitted via the Services are subject to existing terms for your Payment Method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. Where applicable, PABN retains all rights and authority for the treatment of your Payment Methods via the Services, which may supersede your Payment Method program terms. To prevent fraud and comply with legal obligations, we may put your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion. We may impose limitations on the size, frequency, and timing of Payments. We may decline to make Payments or otherwise deny you use of the Services, and we may decline to explain why. See our Terms of Service for RESTRICTED ACTIVITIES regarding Payment Methods.

8.3 PERIODIC VERIFICATION

Successful provisioning of your Business Account does not guarantee access to the Services in perpetuity. PABN reserves the right to periodically re‐evaluate your eligibility to use and access the Services and may, in its sole discretion, restrict or terminate access to the Services at any time and without notice to business.

We may close, suspend, or limit your access to your PABN Account and the PABN Service if you violate this Agreement or any other agreement you enter into with PABN, or as may be otherwise specified in these Agreement, or if you violate any Third-party Terms.

  • Personally identifiable information (PII) provided through the Services is governed by our Privacy Policy. By using the Services, you agree to, and are bound by, the terms of PABN's Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety.
  • You authorize PABN, directly or through third parties, to make any inquiries we consider necessary to verify your or your business' identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your PII and your business' information against third-party databases or through other sources. If PABN cannot verify your or your business' identity, PABN reserves the right to deny you use of the Services or to limit your use of your Account.

9 REFUNDS

In certain situations following a payment transaction, you may request a refund by contacting PABN at contact@PayAnyBillNow.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered and received to Recipients. PABN is unable to issue partial refunds.

PABN is also unable to initiate refunds in cases where a Recipient has already received your payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms.

In the event of a refund, PABN will also refund a proportional amount of the PABN Fee, less any unrecoverable costs PABN may incur. Principal refunds effected via clawback or chargeback mechanisms, however, will not result in a refund of the PABN Fee, in whole or in part.

9.1 REFUNDS FOR ELECTRONIC PAYMENTS.

PABN may refund electronic payments, including those delivered via Electronic Fund Transfer ("EFT"), ACH and card network providers, prior to their disbursement.

9.2 REFUNDS FOR CHECK PAYMENTS.

PABN may refund payments disbursed via check prior to their deposit by your Recipient. If PABN has already sent a check, we may place a "stop payment" request to ensure it cannot be deposited. In such cases, we suggest that you contact your Recipient to let it know not to deposit the stopped check.

If your Recipient attempts to deposit a stopped check, it may be charged a fee from its bank for the exception, which it may attempt to assign to you. You accept the responsibility of notifying your Recipient to not deposit your check, and you agree not to hold PABN liable for any costs you may incur from your Recipient in such a case.

10 SUBSIDY

"Subsidy" means a portion of the Fee that your Recipient may apply as a discount to the amount owed, which will effectively reduce any additional cost you may incur by your usage of the Services. For example, specifying a subsidy of 1.0% on a $200.00 payment will result in $198.00 delivered to your Business, and you are expected to credit your Customer for a $200.00 payment.

Our payment portal provides the mechanism to offer these subsidies. Offering a subsidy is at your sole discretion, as is the responsibility of its accuracy.

11 EMPLOYEE ACCOUNTS

"Employee Accounts" refers to the individual users who are provisioned for access to your Business Portal. The authorized business representative who creates the PABN account is assigned as the Primary Administrator. He or she will then have the ability to provision additional Employee Accounts. Employees can be assigned to groups that determine their access and management permissions.

You agree that your Business takes responsibility for the provisioning and management of Employee Accounts, and furthermore for the consequences of all actions submitted and data accessed by your Employees.

11.1 PER‐EMPLOYEE TERMS

Each Employee acknowledges and agrees that they will not provide access to their PABN Account to any party other than themselves, and they will take reasonable precautions to safeguard their password and other authentication details and keep them confidential. PABN holds no liability for any costs, difficulties, or disputes arising from unauthorized or compromised usage of Employee Accounts, except where PABN has explicitly accepted responsibility.

12 ADD‐ON SERVICES

PABN's core Business Services offering includes all the payment delivery and reporting management tools required to accept card‐initiated payments. PABN may offer Businesses additional services ("Add‐Ons") for an upgraded service experience. Such Add‐Ons must be expressly authorized by you and may require the collection of additional business information and the execution of addendum agreements, which may include different terms and fee structures than those outlined in this Agreement.

PABN reserves the right to alter the bundling of its core and Add‐On Services at any time.

13 EXTERNAL LINKS TO THIRD-PARTY WEBSITES

The Services may enable you to connect to third-party services or products ("Third-Party Services"). The Services may contain links to third-party websites. The inclusion of a link to a third-party website does not imply an approval, endorsement, or recommendation by PABN. Such third-party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Policy is no longer in effect.

Your browsing and interaction on a third-party website, including those that have a link in the Services is subject to that Website's own terms, rules and policies.

If you decide to use Third-party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not PABN.

14 BUSINESS‐PROVIDED CONTENT

You may use the Services to upload or publish text, images, and other content (collectively, "Content") to your PABN Business Account. You grant PABN a nonexclusive, perpetual, and royalty‐free license to use any provided Content without geographic restriction, for example, in the PABN Portal.

You are held solely responsible for obtaining the appropriate legal permissions to use any content you upload and agree to fully reimburse PABN for all fees, fines, losses, claims, and any other costs that may be incurred that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

15 SYSTEM AVAILABILITY

PABN will use commercially reasonable efforts to make the Services available at all times except for planned downtime for routine maintenance or system updates, or any unavailability due to Force Majeure. PABN will attempt to notify you in advance of any planned downtime.

15.1 BROWSER SUPPORT

PABN supports the latest versions of all major web browsers and reserves the right to deprecate support for older versions at any time. Please upgrade to the latest version of your preferred web browser for an optimal experience.

16 COMMUNICATIONS

PABN communicates with you electronically, provides additional detail about the Communications we provide you, and sets out the hardware and software you need to receive these Communications.

Note: If your email address becomes invalid such that electronic Communications sent to you by PABN are returned, PABN may deem your PABN Account to be inactive, and you will not be able to use your PABN Account until we receive a valid, working primary email address from you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add PABN to your email address book so that you will be able to receive the Communications we send to you. See the PABN Terms of Service for full details.

17 LIMITATION OF LIABILITY

N NO EVENT SHALL PABN, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "PABN PARTIES"), BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT PABN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE PABN PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES INCURRED IN THE SIX (6) MONTHS BEFORE THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such case, the liability of the PABN Parties shall be limited to the greatest extent permitted under applicable law.

18 DISCLAIMER OF WARRANTIES

THE PABN PARTIES PROVIDE THEIR RESPECTIVE SERVICES "AS IS" AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE PABN PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE PABN PARTIES ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, PABN, OR ANY THIRD PARTY.

PABN has no control over the products or services that are paid for using the Services, and PABN cannot ensure that a Recipient you are dealing with will complete the transaction or is authorized to do so. PABN does not guarantee continuous, uninterrupted, or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. PABN will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner, but PABN makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system.

19 GENERAL

19.1 INTELLECTUAL PROPERTY

"PABN," and all logos related to PABN, are either trademarks or registered trademarks of PABN or its licensors. You may not copy, imitate, or use them without PABN's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PABN. You may not copy, imitate, or use them without our prior written consent. All right, title, and interest in and to the PABN website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of PABN and its licensors.

19.2 ARBITRATION

This Agreement provides that all disputes between you and PABN will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review "Dispute Resolution and Arbitration" for the details regarding your agreement to arbitrate any dispute with PABN.

19.3 GOVERNING LAW

Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Los Angeles County, California.

19.4 CLASS ACTION WAIVER

This Agreement provides that all disputes between you and PABN will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review "Dispute Resolution and Arbitration" for the details regarding your agreement to arbitrate any dispute with PABN. See the PABN Terms of Service DISPUTE RESOLUTION AND ARBITRATION for details

19.5 IMPROPERLY FILED LITIGATION

All Claims filed or brought contrary to this Agreement shall be considered improperly filed a breach of this Agreement. Should you file a Claim contrary to this Agreement, PABN may recover attorney fees and costs (including in‐house attorneys and paralegals), provided that PABN has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

19.6 RELEASE OF PABN

If you have a Dispute with one or more PABN Members, you release PABN (and our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees, and suppliers) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such Disputes. You agree that you will not involve PABN in any litigation or other Dispute arising out of or related to any Transaction, agreement, or arrangement with any PABN Member, advertiser, or other third party in connection with the PABN Service. If you attempt to do so, (i) you shall pay all costs and attorneys' fees of PABN and other PABN affiliates and shall provide indemnification as set forth below, and (ii) the jurisdiction for any such litigation or Dispute shall be limited as set forth below. However, nothing in these Terms shall constitute a waiver of any rights, claims or defenses that you may have with respect to a Transaction under the card association rules or applicable state and federal laws, such as the federal Truth in Lending Act or the Electronic Fund Transfer Act. In entering into this release you expressly waive any protections (whether statutory or otherwise — e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

19.7 FORCE MAJEURE

PABN shall not be liable for any issues or delayed performance caused by circumstances beyond PABN's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures, or delays.

19.8 ASSIGNMENT

You may not transfer or assign any rights or obligations you have under this Agreement without PABN's prior written consent. PABN reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

19.9 SEVERABILITY

If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.

19.10 NO WAIVER

If PABN fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

19.11 INDEMNIFICATION

You agree to defend, indemnify and hold PABN, our parent, affiliates and the officers, directors, agents, joint venturers, employees and suppliers of PABN harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of these Terms, your improper use of the PABN Service, and/or your violation of any law or the rights of a third party.

19.12 COMPLETE AGREEMENT

This Agreement, together with any other PABN documents, policies, and/or agreements referenced herein, sets forth the entire understanding between you and PABN with respect to the Services, banking services, or payment processing services.

19.13 SURVIVAL

The following sections of this Agreement and all other terms which by their nature should survive will survive the termination of this Agreement: Limitation of Liability, Disclaimer of Warranties, Dispute Resolution and Arbitration, Release of PABN, and General. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.

19.14 LANGUAGE

If you decide to use our Services, you expressly agree that the agreement between you and us and any associated documents will be in the English language.

20 DEFINITIONS

This agreement may reference one or more of the following terms, which shall be defined as follows:

  1. "Account" means a User profile that is created by a consumer or business in order to access and use the PABN Services.
  2. "Bill" means information associated to a Payment, which may be stored in the PABN Services or retrieved from a third party and is used to facilitate Payment submission.
  3. "Business Portal" or "Portal" refers to the PABN web application for access to PABN reporting and management of Payment delivery.
  4. "Business Services" or "Services" means all our products and services and any other features, technologies, and/or functionalities offered by us on the Website or through any other means.
  5. "Card Processor" / "Card Network" means a third-party payment network card (e.g., Visa, MasterCard, Discover or American Express) processor.
  6. "Chargeback" means a request that you file directly with your debit or credit card company to invalidate a Transaction.
  7. "Claim" means a demand for money due, for property, for damages or for enforcement of a right, which may be filed against PABN.
  8. "Customer" refers to an entity with which you have an existing business relationship, and that holds a financial obligation to you in exchange for the delivery of goods or services.
  9. "Data" means all information transmitted to or accessible through the Services, including personal and payment data.
  10. "Default Payment Method" means a Payment Method set in a User's Account as the default for all new Payment Submissions.
  11. "Dispute" means a dispute with respect to the PABN Service (excluding Transactions).
  12. "EFT" refers to the Electronic Funds Transfer payment distribution service in Canada.
  13. "Employee Account" refers to a user account for access to the Business Portal.
  14. "Fee" means the amount paid to PABN for access to and use of the Services.
  15. "Funding Method" refers to the means by which PABN will deliver Payments to your Business.
  16. "Network Rules" means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers that operate payment networks used by PABN (including the payment card network operating rules for Visa, MasterCard, or the American Express networks; and the NACHA operating rules governing the ACH network).
  17. "PABN," "we," "us" or "our" means PABN Inc. and its subsidiaries.
  18. "Payment" means the delivery of funds and data via Services in exchange for rendered goods or services.
  19. "Personally identifiable information" (PII) means Personal Data means any concerning a User, including but not limited to the following: name, email address, billing/shipping address, phone number, and Payment Method data.
  20. "Policy" or "Policies" means any Policy or other agreement between you and PABN that you entered into on the PABN website, or in connection with your use of the Services.
  21. "Principal" means the total funds which will be sent to the Recipient pursuant to a Payment.
  22. "Promotion" means any criteria-based program which causes the Services to be provided in a non-standard way, including altered or reduced Fees.
  23. "Provider" means any third party PABN uses to provide the Services.
  24. "Recipient" means the receiver of funds and data associated with a Payment.
  25. "Scheduled Payment" is a Payment that has been submitted with a future Processing Date.
  26. "Services" means all our products and services and any other features, technologies, and/or functionalities offered by us on the Website or through any other means.
  27. "Submission Date" is the date on which a User initiates a request for Payment delivery via the Services.
  28. "Subsidy" means a portion of the Fee that your Recipient may apply as a discount to the amount owed, which will effectively reduce any additional cost you may incur by your usage of the Services.
  29. "Third-party Offers" means marketing, advertising, or sales offers made available by third parties, including without limitation any third-party coupons or discounts or any third-party offers for products or services.
  30. "Transaction" means the use of the PABN Service to initiate and/or complete a transfer of funds, including instructing a third party to send or receive funds on your behalf or making a payment to a third party using a credit card, virtual account or other electronic means, in each case for a purpose permitted hereunder.
  31. "User," "you," or "your" means you and any other person or entity using the Services.
  32. "Website" means the payanybillnow.com website, including all subpages and successor pages.