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Merchant Terms & Conditions

PAZE MERCHANT TERMS

Merchants

  • MERCHANT confirms it complies with the following qualifications:
  • MERCHANT is based in or operating in the U.S.;
  • MERCHANT accepts Payment Credentials supported by the Paze Service (hereafter “the Service”);
  • MERCHANT is in good standing and able to process Payment Transactions with applicable Payment Networks;
  • MERCHANT has entered into and agrees to maintain a Merchant Application & Agreement with Deluxe, an approved Distributor;
  • MERCHANT offers each Customer the option to use their Paze℠ wallet for Payment Transactions.

Payment Transactions

MERCHANT acknowledges and agrees, to the following qualifications:

  • Paze, the Service Operator is not responsible for Payment Transactions initiated by Customers on or through a MERCHANT’S website;
  • A Payment Transaction is a purchase transaction solely between the applicable MERCHANT and the Customer; and
  • MERCHANT is required to investigate, address, and resolve all inquiries and disputes regarding Payment Transactions in accordance with Applicable Law and Payment Network Rules.

Customer Service

MERCHANT shall have processes in place to provide service to their Customers. For servicing related to Customers’ Payment Credentials or participation in the Service, MERCHANT must instruct Customers to contact their Issuer.

Rules and Service Documents Compliance

MERCHANT shall comply and ensure that each of its employees, officers, directors, third-party service providers, and agents complies with the Service Documents and the Service Participation Agreement with respect to participation in the Service.

MERCHANT and its employees, officers, directors, and agents (including, without limitation, Merchants’ third-party service providers, if any) comply with Applicable Law with respect to each Merchant’s participation in the Service.

Without limiting the foregoing, with respect to the processing of Personal Information and as required under Applicable Privacy Requirements and Applicable Law related to the Service, MERCHANT must provide to Customers and obtain from Customers the following:

  • Clear and complete disclosures, notices, and options; and
  • All necessary consents, authorizations, permissions, and approvals.

Intellectual Property

Service Operator owns all rights, title, and interest in and to the Paze℠ Service and Service Documents (and all intellectual property rights therein or thereto) acquired, conceived, reduced to practice, authored, or otherwise created or developed by or on behalf of the Service Operator.

Subject to MERCHANT compliance with these Rules, the Service Participation Agreement and the Service Documents, the Service Operator hereby grants to MERCHANT a non-exclusive, non-transferable, royalty-free license to integrate to, code to, and use the Paze℠ Technology to access and use the

Service through a Service Integration as expressly permitted by these Rules, the Service Participation Agreement, and the Service Documents.

MERCHANT must not, and must not permit any Person to, do any of the following, whether directly or indirectly:

  • Use, reproduce, or distribute all or any part of the Service other than as expressly permitted in these Rules, the Service Participation Agreement, or the Service Documents;
  • Rent, electronically distribute, timeshare, or market all or any part of the Service by interactive network, remote processing services, service bureau, or otherwise;
  • Modify, reverse engineer, decompile, disassemble, or derive source code from all or any part of the Service;
  • Remove, deactivate, or otherwise circumvent any licensing restrictions or mechanisms intended to limit access to or use of all or any part of the Service;
  • Obfuscate, combine, comingle, remove, destroy, or otherwise alter any copyright notices, proprietary markings, or confidentiality notices placed upon, contained within, or associated with all or any part of the Service;
  • Misuse, damage, disrupt, or otherwise impair all or any part of the Service or interfere with, disrupt, or otherwise impair any other Person’s access to or use of all or any part of the Service;
  • Access or use all or any part of the Service:
    • In a manner that violates Applicable Law or these Rules, the Service Participation Agreement, or the Service Documents;
    • To misappropriate, infringe upon, or otherwise violate Service Operator’s intellectual property rights or the intellectual property rights of any third party;
    • To engage in any activity that interferes with, disrupts, harms, damages, or accesses in any unauthorized manner the servicers, security networks, data, applications, or other properties or services of Service Operator or any third party;
    • To harass, abuse, stalk, spam, mislead, defraud, threaten, or otherwise violate the legal rights of others;
    • For any obscene or immoral purpose; to submit false or misleading information; to store, upload, or transmit viruses or any other type of malicious or destructive code files, scripts, agents, or programs;
    • To spam, phish, pharm, pretext, spider, crawl, or scrape; or
    • In a manner that excessively burdens the Service Operator System.

Subject to MERCHANT’S compliance with these Rules, the Service Participation Agreement, and the Service Documents, the Service Operator hereby grants MERCHANT, a limited, non-exclusive, revocable, nontransferable, non-sublicensable, royalty-free license to use, display, and reproduce, during

MERCHANT’S participation in the Service, the Service Operator Marks as follows:

  • In the case of MERCHANT, for use on the Websites of such MERCHANT to convey participation in the Service. MERCHANT shall comply with the Paze℠ Marketing Guidelines. Except as described in this Section 2.6.5.2, all right, title, and interest in or to the Service Operator Marks is and will remain the exclusive property of the Service Operator. All use, display, and reproduction by MERCHANT of the Service Operator Marks, including any goodwill associated with such use, display, or reproduction of the Service Operator Marks, will inure solely to the benefit of the Service Operator.

MERCHANT shall not use the name, logo, or other marks of another Participant, Merchant, or the Service Operator, including in promotional or Marketing Materials, without the prior written consent of such other Participant, Merchant, or Service Operator; except that the Service Operator may issue a press release regarding  MERCHANT’S participation in the Service, including with respect to

the execution or renewal of a Service Participation Agreement or a Wallet Service Agreement, or   MERCHANT’S election to receive certain products or services offered by the Service Operator through the Service,

Security Requirements

MERCHANT shall:

  • Take commercially reasonable measures to maintain antivirus and inspection tools designed to:
    • Ensure that malicious software and functionalities are not transmitted, coded, or otherwise introduced into the Service or the Systems of the Service Operator; and
    • Remove malicious software and functionalities from any transmitted data.
  • Continue to review, analyze, and implement improvements to and upgrades of its malicious software and functionalities prevention and correction programs and processes that are commercially reasonable and consistent with the then-current information technology industry’s standards.

If malicious software or functionalities are found to have been introduced into the Service or the Systems of Service Operator or Deluxe, MERCHANT shall:

  • Promptly notify Deluxe and the Service Operator; and
  • Use commercially reasonable efforts and diligently work to remedy the effects of such malicious software or functionalities.

Access Credentials

MERCHANT shall maintain, adequate security controls of any and all access credentials in its possession or under its control. Access Credentials include, but are not limited to, the following:

  • Identification credentials;
  • Passwords;
  • Public or private encryption keys;
  • Any other codes for purposes of giving access to the Service or the systems, technology, intellectual property, or Confidential Information of Service Operator, or any data or content contained therein, in its possession or under its control.

2.6.6.3 Security Incident

In the event of a Security Incident impacting the operation of the Service or systems used in conjunction with the Service, resulting in any actual or suspected unauthorized access to or use, disclosure, or loss of Confidential Information, or the availability thereof, in possession, custody, or control of the MERCHANT shall:

  • Notify Deluxe of an actual or reasonably suspected Security Incident as soon as possible, but no later than twenty-four (24) hours following the discovery of such Security Incident;
  • Where the Security Incident impacting the operation of the Service or systems used in conjunction with the Service occurred at the MERCHANT:
    • Conduct a forensics examination to determine to what extent the Confidential Information was compromised;
  • Provide to Deluxe details concerning the Security Incident, including:
    • Nature and impact of the Security Incident;
    • Assessment of immediate risk due to the Security Incident;
    • Corrective actions already taken; and
    • Corrective actions to be taken.
  • Cooperate with the Service Operator, regulators, and law enforcement to assist in regaining possession of Confidential Information and prevent its further unauthorized use, or further unauthorized access to or use of the Confidential Information, and to notify affected Customers if required by Applicable Law; and
  • Take measures to restore and enhance its security policies and procedures to avoid further Security Incidents.
  • Except as otherwise required by Applicable Law or the Payment Network Rules, MERCHANT shall not make any public announcement referencing Paze℠ with respect to any Security Incident affecting Paze℠ without obtaining the Service Operator’s prior written consent.

Employee Controls

MERCHANT shall not knowingly permit, its employee or agent to have access to the Service, Paze℠

Transaction Data, or Platform Data if the person has been convicted of a crime in connection with a financial crime, dishonest act as it relates to fiduciary duty, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense, as described in Section 19 of the Federal Deposit Insurance Act, 12 U.S.C § 1829(a).

Confidentiality

In connection with participation in the Service, MERCHANT, and the Service Operator have made and will continue to make available to one another information that is not generally known to the public, and at the time of disclosure is identified as, or would reasonably be understood by the Receiving Party to be, proprietary or confidential, including Personal Information. Confidential Information may be disclosed in oral, written, visual, electronic, or other form. Confidential Information of the Disclosing

Party includes:

  • Information concerning marketing plans, marketing philosophies, objectives, and financial results;
  • Information regarding business systems, methods, processes, financing data, programs, and products;
  • Information unrelated to the activities contemplated by Service Documents and the Service

Participation Agreement obtained by a party from or through the other party, including by accessing or being present at the business location of the other party;

  • Proprietary technical information, including source code;
  • Competitive advantages and disadvantages, technological development, sales volume, merchandise mix, business relationships, methods of transacting business, operational and data processing capabilities, and systems, software, and hardware, and the documentation thereof;
  • Personal Information; and
  • Any copies, excerpts, summaries, analyses, or notes.