Payments, ACH, Financial Services Terms of Service

These terms apply to you if you use Liaison's payment processing services such as those described on our Payment Processing Services page. To learn more about our privacy practices, please see our privacy notices.

By utilizing the payment processing services provided by Liaison, Inc. (Liaison,” “we,” “our,” or “us”), along with any other payment methods that may be offered by Liaison from time to time ("Payment Services"), you consent to adhere to the General Terms of Service ("General Terms"), these supplementary Payment Terms, and all other applicable terms, policies, and guidelines associated with the Services (as defined in the General Terms). If you are accessing the Payment Services on behalf of a business, this business agrees to these terms, and you confirm that you have the authority to commit that business or entity to these terms. The Payment Services are intended solely for business use within the fifty states of the United States of America and the District of Columbia. Unless specified otherwise, terms defined in the General Terms retain their meaning here.

Payment Services

1. Our Role

Our Payment Services enable you to process major card brand payments and accept various other forms of payment from your customers. While we facilitate these transactions, we are not a bank. We collaborate with card brands, financial institutions, and other entities involved in payment processing to provide these services.

For businesses with high volumes of card transactions, card brands may mandate that you also sign a direct agreement with them known as a "Commercial Entity Agreement."

Liaison, through a 3rd party, allows you to receive payments via cards for goods and services. We support payments from U.S.-issued and many international credit, debit, prepaid, and gift cards ("Cards") from American Express Travel Related Services Company, Inc. ("American Express"), DFS Services, LLC ("Discover"), MasterCard International Inc. ("MasterCard"), and Visa Inc. ("Visa")—collectively referred to as the "Networks." You are not obligated to accept all card brands to use our Payment Services, and we reserve the right to modify the cards we accept at any time without notice.

To perform these services, we enter into contracts with Networks, payment processors, and acquiring banks. Networks may require any business (a "Seller") using Liaison to process card transactions exceeding certain thresholds to directly enter into an agreement with Liaison’s acquiring banks as stipulated by these Payment Terms. By accepting these terms, you agree to adhere to the "Commercial Entity Agreement" applicable from the date you process such volumes or as required by our acquiring banks. Failure to accept a "Commercial Entity Agreement" may lead to suspension or termination of your Liaison Account. Additionally, if American Express views you as a high-value client, it might require you to maintain a direct agreement with them, appointing Liaison as your agent for American Express transactions. Should this be necessary, we will inform you accordingly.

2. Your Authorization for Settlement of Proceeds and Recovery of Funds

You grant us the authority to act as your payment processing agent, which encompasses the management, receipt, and distribution of funds on your behalf. You also empower us to retrieve funds from you as necessary.

In the context of the Payment Services, you authorize us to manage the settlement of proceeds from each card transaction and other authorized payment methods by generating a paper draft or electronic funds transfer. This is done after deducting any applicable fees (as defined in Section 4) (“Proceeds”). These authorizations will remain effective until your Liaison Account is either closed or terminated, or until all funds held on your behalf are disbursed. Our receipt of transaction funds fulfills your customer's payment obligations to you. We will then transfer to you the funds we have received on your behalf, minus any amounts due to us, and subject to any conditions related to Chargebacks (as defined in Sections 18-21) or Reserves (as defined in Section 14).

Additionally, by utilizing the Payment Services, you allow us to retrieve funds from you in alignment with these Payment Terms, the General Terms, and any other agreements you hold with us ("Recovery Authorizations"). These authorizations permit Liaison to debit, charge, offset, and recover funds from any connected Liaison account, any balance (as defined in these Payment Terms), any reserves, any payment instruments, and any linked bank or other accounts registered with your Liaison Account.

Should any efforts to recover funds from you fail, Recovery Authorizations also encompass your provision to Liaison of new, original authorizations to retrieve all or part of the amount you owe us. This includes authorization to take necessary actions without prior notice to you, regardless of whether a demand has been made under any related terms or agreements and irrespective of the status of the obligation (contingent, matured, or unmatured). These authorizations also adhere to the Network Rules (as defined in these Payment Terms) and the National Automated Clearing House Association - The Electronic Payments Association Operating Rules and Guidelines (“NACHA Rules”). You acknowledge that granting these Recovery Authorizations to us is as legally binding as if you had signed a document containing the same terms.

3. Unsupported Industries

Due to restrictions from card brands, our partners, or legal requirements, there are certain industries and business activities for which we cannot process payments. Additionally, we choose not to support certain types of businesses for other operational reasons.

You are prohibited from using the Payment Services for the following types of businesses or activities, except where such prohibition is contrary to law: (1) any illegal activities or goods, (2) items that could be used for illegal purposes, (3) membership or buyers clubs, including associated dues, (4) credit counseling or credit repair services, (5) credit protection or identity theft services, (6) direct marketing or subscription-based services, (7) infomercial sales, (8) internet/mail order/telephone order pharmacies or referral services without physical consultations, including re-importation of drugs from foreign countries, (9) unauthorized multi-level marketing schemes, (10) telemarketing operations, both inbound and outbound, (11) prepaid phone cards or services, (12) rebate-based businesses, (13) up-sell practices, (14) bill payment services, (15) gambling activities including lottery tickets, sports betting, casino chips, off-track betting, and race wagers, (16) manual or automated cash disbursements, (17) prepaid cards, checks, insurance, or other financial services, (18) sales of money-orders or foreign currency, (19) wire transfer money orders, (20) high-risk products and services, such as telemarketing sales, (21) automated fuel dispensers, (22) adult entertainment products or services, (23) sales of firearms, firearm components, ammunition, weapons, or devices designed to cause physical harm, (24) internet/mail order/telephone order of age-restricted products (e.g., tobacco), (25) occult materials, (26) products promoting hate or harm, (27) escort services, (28) bankruptcy lawyers or debt collection agencies actively collecting debts, (29) if you are a government entity, (30) collecting political contributions, and (31) fundraising by non-profits that frequently conduct business in California or hold property for charitable purposes there.

Moreover, any associations with businesses involved in illegal activities, including the sale of illegal goods such as cannabis, even if the Payment Services are not used directly with those activities, will disqualify you from using our services.

Additional restrictions may apply to other payment methods we offer. Please consult the specific terms for each payment method for more details.

4. Our Fees

We charge payment processing fees each time a payment is processed, and we are proud to offer some of the lowest fees in the industry. These fees may vary depending on the payment method used. Occasionally, we might need to modify these fees, and we will update our terms in advance of any changes. It is the responsibility of users to regularly check the terms for any updates or changes. Additionally, we are committed to providing transparent communication regarding any adjustments to our fees.

You are required to pay the fees as listed on our Fee Schedule or as detailed in your Dashboard for card payments and other payment methods ("Fees"). Fees are applied at the time of processing a transaction and are first deducted from the transferred or collected funds, and then from the Balance (as defined in Section 15) in your Liaison Account. You also provide us with Recovery Authorizations, which we may use to recover any fees owed to us. In accordance with the General Terms and these Payment Terms, we reserve the right to adjust the Fees, provided we give reasonable advance notice. All Fees, along with any other charges and payments handled through the Payment Services, are denominated in US dollars.

The majority of the fees we charge are driven by interchange rates set by major card networks such as Visa, MasterCard, and others. These interchange rates are the fees that card networks charge for processing payments, and they constitute a significant portion of the total fees that we pass on to you. Our commitment to transparency means we aim to keep these costs as low as possible while providing reliable and secure payment services. Our standard Fee Schedule:

  • 2.5% + 30¢ for in-person payments and invoices
  • 2.7% + 30¢ for virtual/online payments
  • 2.9% + 30¢ for subscription payments, online invoices, and payment links
  • ACH Bank Transfers are priced at 1%, with a minimum fee of $1 per transaction.
  • Chargebacks/disputes cost $15 each

You have the option to pass these fees on to your customers at checkout, which the customer will incur fees of 2.9% + 30¢, and we may automatically set this option as the default option in your account. Additionally, under certain circumstances and at our discretion, we may impose a small booking fee to customers during checkout.

Please note that fees for other payment methods, such as Afterpay, Pay with ACH, and Cash App Pay, have separate fee schedules. For more detailed information, please refer to your Dashboard.

5. Processing Errors

We diligently work to rectify any processing errors that come to our attention. If we discover that you've received less money than you were supposed to due to a processing error, we will credit the shortfall to your Liaison Account. You provide us with Recovery Authorizations to handle these adjustments.

Conversely, if a processing error results in you receiving more funds than you are entitled to, we may recover the excess from you. It's important that you inform us promptly if you process a payment incorrectly. Please notify us within 30 days of such an error appearing in your electronic transaction history. Failing to report a processing error within this timeframe will be considered a waiver of any claim to the amounts you might have been owed.

6. Other Payment Methods

In addition to accepting card payments, Liaison may offer you additional payment methods. We reserve the right to add or remove these payment methods at any time, providing reasonable notice to you. These additional payment methods come with specific terms as outlined below:

ACH Service Terms

Pay with ACH is a Payment Service that enables you to accept ACH payments from your customers. By using Pay with ACH, you agree to the associated ACH Service Terms. The fees for ACH Bank Transfers are 1% with a minimum fee of $1 per transaction.

If you represent a business, by using ACH Pay, your organization also agrees to these terms. All terms defined in the General Terms will retain their meanings here.

Liaison acts as a Third-Party Sender in accordance with the Nacha Operating Rules and facilitates ACH Entries on your behalf.

A. ACH Pay As a Third-Party Sender under the Nacha Operating Rules, Liaison provides a service that allows you, as the Originator, to initiate both debit and credit ACH Entries to your customers' accounts. By electing to use the ACH Pay Service, you authorize the Originating Depository Financial Institutions (ODFIs) that partner with Liaison to originate these Entries on your behalf.

You agree to compensate us for utilizing ACH Pay according to the agreed-upon fees.

B. Fees You are responsible for paying all fees associated with your use of ACH Pay as outlined in the "Our Fees" Section of the Payment Terms and any other related costs incurred by Liaison, the underlying ODFI, or you, as imposed by Nacha or the administrator of the ACH Network.

C. Transaction Limits Your transactions through ACH Pay must comply with the limits set by Liaison and adhere to the Nacha Operating Rules. Liaison reserves the right to alter these limits at any time, provided you are notified reasonably in advance.

D. Types of Entries Liaison will process Entries that fall within specific ACH Standard Entry Class (SEC) Codes, including CCD and WEB, in compliance with the Nacha Operating Rules.

E. Compliance You commit to abiding by the Nacha rules, guidelines, and bylaws (available on the Nacha website), as well as other relevant laws and regulations applicable to ACH transactions, such as the Uniform Commercial Code Article 4A or the Electronic Fund Transfers Act (Regulation E), as applicable. These rules and regulations are included within the "Network Rules" definition under the Payment Terms, with Nacha classified as one of the "Networks."

F. Authorizations You bear sole responsibility for securing authorization from your customers to debit their bank accounts for ACH Entries. This authorization must comply with Network Rules and applicable laws. You must keep either the original or a copy of each authorization, or a reproducible record of electronic authorizations, for two years after they expire, or longer if required by the Network Rules. You warrant that all Entries are authorized, accurate, and timely.

G. Suspension and Termination Either party may terminate ACH Pay in accordance with the termination rights in the Payment Terms. Liaison may also suspend or terminate your use of ACH Pay if you violate any Network Rules, exceed acceptable limits for ACH returns, fail to maintain sufficient funds in your Liaison Balance, or if required by an ODFI.

H. Settlement Funds from ACH transactions will be available only after final settlement by the ODFI. If Liaison issues a provisional credit and final settlement is not received, the ODFI may demand a refund, which you are obliged to repay.

I. Cancellation, Amendment, Reversal Once received by Liaison, ACH Entries cannot be canceled, amended, or reversed. Liaison may attempt to act on your requests to modify an Entry before it is processed or transmitted but is not liable for failing to do so.

J. Rejection Liaison or an ODFI may reject any Entry that does not comply with these terms or the Network Rules, or if you are not in compliance with the ACH Pay Terms.

K. Returns It may take over 60 days to receive notice of a return or reversal of an ACH Entry. You agree to maintain sufficient funds in your linked account to cover all obligations, including returns, reversals, and fees.

L. Violation of Laws You ensure that your use of ACH Pay will not violate any applicable laws or regulations and that no Entry will cause Liaison or an ODFI to breach any legal or regulatory requirements.

M. Audit and Review You agree to allow Liaison, ODFIs, and designated third parties to audit and review your compliance with these terms and the Nacha Operating Rules.

N. Additional Limitation of Liability Liaison is not liable for actions or inactions by an ODFI or third party that affect the provision of ACH Pay.

O. Additional Indemnity You agree to indemnify Liaison against all losses arising from your breach of these terms, your failure to cover obligations, or any issues arising from canceled or duplicated Entries.

P. Relationship to Payment Terms These ACH Pay Terms are incorporated into and form part of the Payment Terms. In the event of a conflict, these specific terms will prevail with respect to ACH Pay.

Q. Definitions This section defines key terms related to ACH Pay, including "ACH Network," "Entry," "ODFI," "Originator," "RDFI," "Receiver," and "Third-Party Sender."

Offline Mode

Enabling offline payments allows your POS to approve payments before actually receiving the funds from your customer’s account. This means there is a possibility that you may not receive payment for goods taken by your customer. There is also an increased risk of card fraud going undetected. You assume full responsibility for any expired or declined transactions, chargebacks, and disputes arising from payments processed in offline mode.

To mitigate these risks, payments taken in offline mode will expire after 24 hours. It is crucial to reconnect to the internet within this timeframe to ensure payments are processed. Additionally, you can limit your risk by setting a transaction limit for offline payments.

Offline mode is compatible with Tap, Chip and PIN card payments, Google Pay, and Apple Pay transactions.

7. Liaison Account Registration for Payment Services

To access your funds, you must create a Liaison Account using either your real name or your business's legal name. It is essential that you are a legal resident or citizen of the United States, or that you represent a legitimate business entity officially authorized to operate within the state(s) where you conduct business. Additionally, you need to be an authorized signatory of the business you represent.

When setting up your Liaison Account, it is imperative to use the true and accurate name of yourself or your business. This name will be displayed on the credit or debit card statements of your customers for all transactions processed using the Payment Services.

8. Underwriting and Identity Verification

During your signup process, Liaison will evaluate the information you provide to ensure your identity is verified. You give us permission to request additional identity verification information about you, which may include a consumer report containing your name and address. Liaison may also obtain follow-up reports periodically to verify that you continue to meet the eligibility requirements for a Liaison Account.

You authorize Liaison to share details about you, your application (including approval or denial status), and your Liaison Account with our bank partners or other financial institutions as outlined in our Privacy Notice. Based on this information, Liaison, our processor, or our acquiring bank may determine that you are not eligible to use the Payment Services.

9. Requests for Additional Information and Inspection

Liaison reserves the right to request further information about you or your business at any time to verify your compliance and maintain the integrity of our services. This may include, but is not limited to, requesting copies of invoices from your suppliers, a government-issued identification (such as a passport or driver's license), a business license, or other pertinent documentation. Additionally, we may request permission to inspect your business premises.

If you decline to provide the requested information or deny access for an inspection, it may lead to the suspension or termination of your Liaison Account.

Hardware Policies and Limited Warranty

Liaison Shop Sales and Return Policy: Thank you for choosing Liaison for your hardware needs. This policy governs the purchase and return of both Liaison-branded hardware ("Liaison Hardware") and third-party hardware and accessories ("Third Party Hardware," collectively with Liaison Hardware, "Products") from Liaison.

  • Shipping: We select the carrier for shipping Products, and details such as shipping method, estimated delivery time, and fees are displayed on your order checkout page. While we strive to meet the estimated delivery dates, they may be affected by factors beyond our control, including low product inventory. We are not liable for delays or any resulting losses. The risk of loss and title for Products transfers to you upon delivery.

  • Returns: If you are dissatisfied with your purchase, you can return the Products within thirty (30) days of delivery, provided they are in their original condition and packaging, and you include the original packing slip. Note that iPads and other Apple products must be returned unopened; opened packages of these items are non-returnable. We will refund the full purchase price and cover return shipping costs. Products must be returned complete with all components. Products purchased on installment plans must be returned in full, not partially. Refunds will be issued to the original payment method. Products bought through authorized retailers must be returned according to their return policies.

  • Availability: We offer a range of Liaison and Third Party Hardware. Occasionally, supply issues may arise, or we may need to cancel your order post-confirmation due to inability to fulfill it. We reserve the right to limit quantities or cancel orders at our discretion. Full refunds will be issued for any such cancellations.

Use of Your Liaison Account for Payment Services

10. Access to Proceeds

To access your funds, you must link an ACH-enabled bank account to your Liaison Account. We will transfer the Proceeds to your verified bank account or another account approved by Liaison according to the payout schedule outlined in Section 11. Payouts typically have no fees, but we may charge a 25¢ fee per payout at the discretion of Liaison depending on various factors, including your processing history, chargeback/dispute record, refund history, and other considerations, and subject to change at any time.

If there are issues with debiting or crediting the bank account linked to your Liaison Account, such as failed transactions, we will de-link that bank account from your Liaison Account. Should you not have an ACH-enabled bank account linked, you can opt to receive your Proceeds via a physical check. Please note that requesting checks may incur a processing fee and require you to undergo an identity verification process.

To ensure you receive your Proceeds without delay, you must either link a qualifying bank account or request a check.

11. Payout Schedule

Liaison processes payouts of your funds according to a regular schedule, unless you've specified a custom time. Here's how our standard payout timing works:

  • Monday to Thursday: Payouts are initiated before 5 PM Pacific Time (PT).
  • Friday: Payouts are initiated before 5 PM PT on the following Sunday.
  • Weekends and Non-Business Days: Payouts are initiated before the next business day.

Your Proceeds will be automatically sent to your valid, linked US bank account at the end of the business day before 5 PM PT (8 PM Eastern Time), except for proceeds received on Fridays, which are initiated the following Sunday before 5 PM PT. If you set a custom close of day for your business, Liaison will accumulate Proceeds for the 24-hour period ending at your specified custom time and initiate the payout at the end of that business day. This allows for more flexibility in managing when you receive your funds.

You can view and adjust the payout schedule directly from your account settings. This ensures that you have control over how and when your funds are disbursed, accommodating your business’s specific needs.

Same-day Payouts: If you've been processing payments with Liaison for over six months, you can request Same-day payouts. Same-day payouts enable you to receive payouts from your processing activities on the same day or, in certain cases, the next day. Approval for Same-day payouts is at the discretion of Liaison and depends on various factors, including your processing history, chargeback/dispute record, refund history, and other considerations. Liaison reserves the right to decline Same-day payout requests for any reason and can revoke your Same-day payout privileges at any time, without prior notice. Same-day payouts appear in your account for a 1% fee per transfer.

12. Availability of Proceeds

There may be circumstances under which you cannot access the funds in your Liaison Account. These include times when your account is under investigation, if you are involved in a dispute, or due to legal reasons.

We may defer the payout or restrict access to your Proceeds if there is a need to conduct an investigation or to resolve any pending dispute involving your use of the Services. Additionally, access to your funds may be deferred or restricted in order to comply with applicable law, a court order, or at the request of any governmental entity.

13. Liaison Account History

Your Liaison Account maintains a log of all transactions processed. It is your responsibility to keep your own records, and you should immediately notify us if you detect any errors or unauthorized activity in your account.

Each time a payment is processed to your Liaison Account, we will update your account activity on our website and provide you with a transaction confirmation, which will serve as your receipt. Summaries of your Liaison Account activity, including monthly statements, are available on our website and can be accessed for up to one year of account activity. It is your responsibility, except as required by law, to (a) maintain permanent records of all transactions and other data related to your Liaison Account and your use of the Payment Services, and (b) reconcile all transactional information that is associated with your Liaison Account. If you suspect any discrepancies or unauthorized transactions associated with your Liaison Account, you must contact us without delay.

14. Reserve for Holding Funds

If there are heightened risks associated with your business, we may need to withhold funds or require you to maintain funds in a reserve account (a "Reserve") to protect against potential losses. This Reserve can be used to secure your obligations under any agreement with Liaison or to satisfy obligations required by creditors or governmental authorities, such as levies, liens, or garnishments.

We reserve the right to set the amount of the Reserve based on a reasonable assessment of risk factors associated with your account. The size of the Reserve may be adjusted—increased, reduced, or removed—at any time at our sole discretion, based on factors such as your payment history, credit assessment, outcomes of arbitration or court judgments, or other considerations deemed relevant by Liaison or its processors.

Should the funds in your Reserve be insufficient, we may fund the Reserve from any funding source linked to your Liaison Accounts, including transfers made by you, funds due to you, or any available funds in your bank account or other payment instruments registered with us. You grant us a security interest in and lien on any funds held in the Reserve and authorize us to make withdrawals or debits from the Reserve or any linked bank account to cover amounts you owe us, without prior notice. You are required to provide any additional documentation necessary to establish and perfect our security interest in the funds held in the Reserve. This security interest remains in effect for as long as we hold funds in your Reserve.

15. Liaison Account Balances

We safeguard merchant funds, including yours, by holding them in pooled bank accounts with those of other merchants. This is done on behalf of you and other merchants (each account a "Pooled Account"). We exercise sole discretion over the establishment and maintenance of these Pooled Accounts.

Funds in your Liaison Account (your "Balance") are co-mingled with those of other users in one or more Pooled Accounts. We do not voluntarily make these funds available to our creditors in the event of bankruptcy or for any other purposes. Importantly, you will not earn interest or any other earnings on the funds we handle for you. By using our Payment Services, you irrevocably assign to us any rights to interest or other earnings that may accrue on your Balance held in a Pooled Account or Reserve.

16. Our Set-off Rights; Security Interest

You grant us comprehensive recovery rights to help us recover any funds you owe us. By agreeing to these terms, you grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge, and transfer to us, as security for repayment of any obligations due under these Payment Terms and any other agreements you have with us, all of your rights, title, and interest in and to all of your accounts with us. You are also required to execute any additional documentation necessary for us to create, perfect, or maintain our security interest.

Furthermore, you provide us with Recovery Authorizations concerning any funds you are obligated to repay. You authorize us to administratively freeze or instruct any third-party bank holding the account to freeze all such accounts, thereby allowing us to protect our security interest and enforce our collection, charge, and setoff rights as outlined in this section.

Failure to fully pay the amounts you owe us upon demand constitutes a breach of these terms. You will be liable for any costs and expenses associated with our efforts to collect these amounts, including attorneys' fees, legal expenses, collection agency fees, and any applicable interest.

17. Dormant Liaison Accounts

If funds remain untouched in your Liaison Account for an extended period, such that they are considered "unclaimed" or "abandoned" under the law, we will notify you and provide instructions on how to retrieve them. If you do not take action to claim these funds, we may either keep them or send them to the appropriate governmental authority as required by law.

If you do not engage in payment processing through your Liaison Account for a prolonged period or fail to link a valid bank account, your Balance may be deemed "unclaimed" or "abandoned." In such cases, Liaison will notify you as required by applicable law and provide directions for transferring your Balance. Should funds still remain in your account, Liaison is obligated to escheat such funds as dictated by law or, where permitted, retain them within Liaison.


18. Your Liability for Chargebacks

Chargebacks occur when your customers or cardholders dispute transactions with your business. You are responsible for any chargebacks applied to your account and must adhere to our chargeback resolution processes.

Chargebacks can be initiated for several reasons: if the customer was not the authorized user of the card or other payment method, if the transaction is disputed, if it is reversed by the Network, our processor, or the customer's financial institution, if there was an authorization issue, or if the transaction was unlawful, suspicious, or violated our General Terms or these Payment Terms. You agree to comply with the chargeback process and accept liability for the outcomes of such disputes.

19. Our Collection Rights for Chargebacks

In cases of chargebacks, we reserve the right to hold the disputed amounts in a Reserve. If you have pending chargebacks, we may delay payouts from your Liaison Account. Should a chargeback be confirmed, and you lose the dispute, you agree to reimburse us the full amount of the chargeback, plus any associated fees, fines, or penalties as outlined in the Fee Schedule or assessed by a Network or our processor.

We are authorized under the Recovery Authorizations to recover the amount of any chargeback and related charges directly from you. If we anticipate a chargeback might be issued on a transaction, we may withhold the amount in question from your payouts until it is clear whether a chargeback will be processed. This hold will continue until either the chargeback is processed due to a customer complaint, the time period for disputes under applicable law expires, or we determine a chargeback will not occur.

If we are unable to recover funds for a chargeback for which you are liable, you are required to pay us the full chargeback amount immediately upon demand. You also agree to cover all costs and expenses, including attorneys' fees and other legal expenditures, that we incur in collecting any outstanding amounts from you.

20. Excessive Chargebacks

If it appears that you are experiencing or are likely to experience an excessive number of chargebacks, we may impose additional controls or restrictions on your Liaison Account. These measures may include establishing new processing fees, creating a Reserve in an amount we deem necessary to cover potential chargebacks and associated fees, delaying your payouts, or suspending or terminating your access to the Payment Services. These actions are taken to protect both our interests and those of the payment networks involved.

21. Contesting Chargebacks

Contesting chargebacks is a time-sensitive process that involves multiple parties including you, your bank, your customer, their bank, and the card brands. It is crucial that you respond promptly and thoroughly when contesting chargebacks. If a chargeback does not resolve in your favor, we reserve the right to recover the chargeback amount as well as any related fees from your account.

When a chargeback occurs, we will request from you the necessary information to assist you in contesting it. You are required to cooperate and provide us with the relevant transaction information at your own expense. You also grant us permission to share information about the chargeback with the customer, their financial institution, and your financial institution to aid in contesting the chargeback. Additionally, we may use any content you have uploaded through the Services to respond to chargebacks on your behalf.

If the chargeback is successfully contested, we will release the reserved funds back to your Liaison Account. Conversely, if the chargeback dispute is not resolved in your favor by the Network or issuing bank, or if you choose not to contest the chargeback, we will proceed to recover the chargeback amount and any associated fees as outlined in these terms. It is important to understand that failure to provide sufficient documentation in a timely manner to contest a chargeback may result in an irreversible chargeback. We may also charge a fee for assisting you in contesting chargeback disputes, subject to prior notice to you.

Compliance with Network Rules and Laws

22. Restricted Use

You are prohibited from reselling or repurposing our services. Specifically, you must not act as a payment facilitator or resell the Payment Services to any third party. Furthermore, you are not allowed to use the Payment Services to handle, process, or transmit funds on behalf of any third party. Additionally, using the Payment Services to process cash advances is strictly forbidden.

23. Unauthorized or Illegal Use

You must not attempt to process transactions that are illegal or unauthorized. We reserve the right to refuse, refund, or decline to authorize or settle any transaction that we believe violates our terms or any agreement with Liaison, or if we think it could bring harm to you, your customers, or us. "Harm" includes, but is not limited to, exposure to fraud and other criminal activities. Should we suspect that your Liaison Account is being used for unauthorized, illegal, or criminal purposes, you expressly authorize us to share information about you, your Liaison Account, and any related transactions with law enforcement and, if necessary, our payment processing and financial institution partners.

24. Assignment of Receivables

Except in cases where you are participating in a merchant cash advance or similar merchant financing programs, including Liaison Capital, or as required by applicable law, you are not permitted to assign card receivables or proceeds that are due to you under these terms to any third party. This ensures that financial transactions remain clear and within the bounds of agreed terms, safeguarding both your interests and those of Liaison.

25. Applicable Network Rules

By utilizing the Payment Services, you commit to adhering to the merchant regulations established by card brands such as Visa, MasterCard, and American Express. You must comply with all applicable bylaws, rules, and regulations set forth by these networks ("Network Rules"), which include specific rules related to chargebacks. These Network Rules are subject to change, and as they do, Liaison may need to update these terms to reflect those changes. You can review significant parts of the Network Rules publicly at,, and In cases where there is a discrepancy between a Network Rule and these Payment Terms, and unless otherwise agreed between Liaison and the Network, the Network Rule will take precedence. You also agree to comply with applicable NACHA Rules.

26. Taxes

You are solely responsible for all taxes associated with your business activities. However, Liaison is required by law to report certain information to the Internal Revenue Service (IRS) if you process payments above certain IRS reporting thresholds. Specifically, if during a calendar year you process payments exceeding (i) the gross amount threshold set by the IRS and/or state and local governments, or (ii) the number of payments threshold as defined by these authorities, we must report information about your transactions and use of the Payment Services to the IRS.

For the purpose of determining whether these thresholds are met, the gross amount is calculated without adjustments for credits, cash equivalents, discounts, fees, refunds, or other similar deductions. The assessment is based on the taxpayer identification number (TIN) associated with your Liaison Account.

You certify that your use of the Payment Services through Liaison involves transactions that are "reportable payment transactions" as defined in United States Treasury Regulations section 1.6050W–1(a)(3) and relevant state and local regulations, which typically include payments for goods and services.

27. Network Logos and Marks

You are permitted to use the logos and marks of various payment networks (collectively, “Network Marks”) in accordance with the governing Network Rules. Remember that these logos and marks are the sole property of their respective networks. You must not challenge their ownership of these marks, and the networks retain the right to prohibit your use of their marks at any time and for any reason. Additionally, Liaison may require you to alter your website, advertising, or signage to ensure compliance with Network Rules concerning the use of Network Marks.

28. PCI Compliance

Handling credit card information obligates you to comply with the Payment Card Industry Data Security Standards (PCI-DSS) and the card brands' rules. If you store, process, or transmit cardholder data, adherence to these security standards is mandatory. You must also participate in forensic investigations when required by Liaison or its partners. For more information and tools to assess your compliance, please visit and

29. Failure to Comply with Network Rules or Security Standards

Adherence to card brand rules and PCI-DSS security standards is crucial to ensuring the security and integrity of your transactions. It is your responsibility to safeguard your passwords, restrict unauthorized access to your account, and protect your customers’ card information. Failure to comply with these requirements can lead to significant consequences.

Should you fail to comply with Network Rules or PCI-DSS standards, resulting in the compromise of card information or other security breaches, you may face fines or incur losses that affect Liaison. Under such circumstances, you are required to indemnify and reimburse Liaison immediately for any fines or losses that arise directly or indirectly from your actions or the actions of your agents.

Your Additional Obligations

30. Receipts

You are required to provide a receipt for transactions over $15 and to request that customers personally sign for transactions exceeding $25 when they are present. For all transactions over $15, you must offer a written receipt to your customers, though you may give them the option to accept or decline this receipt. Additionally, at our discretion, it may be optional for a customer to sign for transactions over $25 under certain circumstances, providing flexibility based on the transaction environment or specific customer needs.

31. Receipts for Non-Profits or Charitable Organizations

If you are a non-profit or charitable organization qualified to receive donations that donors may deduct for income tax purposes ("Qualified Organization"), it's important to understand that not all payments made to your organization are tax-deductible contributions. You bear the responsibility for accurately classifying each transaction and ensuring that any receipts provided to donors reflect this correctly.

As a Qualified Organization, you may issue electronic receipts to your donors through Liaison by filling out the necessary details in the “Account” section of our website. You must recognize that not all contributions may qualify as deductible for federal, state, and/or local tax purposes. You assume all responsibility for classifying transactions and providing appropriate receipts or invoices to your donors and/or customers. Liaison disclaims any responsibility or liability in this regard, and you agree to indemnify, defend, and hold Liaison harmless from any damages, losses, taxes, and any other expenses or costs related to this matter.

32. Customer Service

Customer service for your business is solely your responsibility. While we provide support for the Payment Services you utilize, all other aspects of customer service related to your products or services fall under your purview. This includes managing policies and handling issues concerning pricing, order fulfillment, cancellations, returns, refunds, adjustments, rebates, product functionality and warranty, technical support, and customer feedback related to your business operations.

In providing customer service, you must clearly distinguish yourself as a separate entity from Liaison. Issues related to Liaison Account management, payment processing, and any transactions involving card debits or credits will be managed by Liaison’s customer service team.

33. Refunds and Returns

You must clearly display your return or cancellation policy to customers at the time of purchase. When issuing a refund, the amount refunded must include any taxes that were charged and cannot exceed the original total amount shown on the transaction receipt. According to Network Rules, if your return policy prohibits returns or if a customer is dissatisfied, you might still face a chargeback regarding the transaction.

Refunds must be processed through your Liaison Account and can be done up to 120 days from the date the original payment was accepted. Note that if you are using Liaison Online Store, partial refunds might not be supported. If there are insufficient funds in your Liaison Account to cover a refund, we reserve the right to withdraw the necessary amount from any registered payment instrument, connected Liaison Accounts, or any Reserve, to complete the refund to your customer’s Card. It's important to note that Liaison does not refund the transaction fees when you process a refund; the entire purchase amount is returned to the customer. Liaison does not handle returns of goods or services on your behalf.

34. Additional Indemnity

In addition to the indemnity provisions set out in Section 16 of the General Terms, you agree to indemnify, defend, and hold harmless Liaison and our processors (including our and their respective employees, directors, agents, affiliates, and representatives) from any claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys' fees) arising from any action, audit, investigation, or other proceeding initiated by a third party. This indemnity covers any transaction submitted by you through the Payment Services, including but not limited to the accuracy of any content or product, service, or transaction information you provide, and any claim or dispute arising out of the products or services you offer or sell.

35. Additional Representations, Warranties, and Covenants

In addition to your obligations under Section 17 of the General Terms, you make several key assurances each time you process a Card transaction through the Payment Services:

(a) Bona Fide Sales: You affirm that each Card transaction represents a legitimate sale and accurately details the goods and/or services provided to the customer.

(b) Customer Fulfillment and Dispute Resolution: You commit to fulfilling all obligations to the customer related to the transaction and agree to handle any disputes or complaints directly with the customer.

(c) Compliance with Laws: You guarantee that you and the Card transaction comply with all applicable federal, state, and local laws, rules, and regulations that pertain to your business, including those related to taxes, labor (wage and hour laws), and tips.

(d) Prohibition on Insider Sales: You affirm that, except in the ordinary course of business, the transaction does not represent a sale to any principal, partner, proprietor, or owner of your entity.

(e) No Self-Dealing: You ensure that you are not submitting a transaction involving your own Cards, except for performing reasonable test swipes to ensure system functionality.

By processing transactions through Liaison, you uphold these standards and take responsibility for the integrity and legality of your business operations as they relate to the use of our Payment Services.

Termination of Payment Services

36. Termination of Payment Services

Liaison reserves the right to terminate your use of the Payment Services at any time and for any reason. Termination of these terms does not absolve you of the responsibility to settle any accrued fees or costs, chargebacks, and other amounts owed to us as outlined in these Payment Terms or the General Terms of Service. Even if your access to Payment Services is terminated, you may still be eligible to use other Liaison products, at our discretion.

37. Payment Services Upon Closure of Your Liaison Account

Upon the closure of your Liaison Account, any pending transactions will be canceled. Any remaining funds that we hold for you, minus applicable fees, will be disbursed according to your established payout schedule, adhering to the stipulations in these Payment Terms. If there is an ongoing investigation at the time of account closure, we may retain your funds as necessary. Should the investigation conclude in your favor, indicating that you are entitled to some or all of the funds, they will be released accordingly.

38. Survival

Certain provisions of our agreement will continue to apply even after our relationship has ended. The following sections of these Payment Terms will survive termination, in addition to any provisions specified in Section 13 of the General Terms:

  • 5 (Processing Errors)
  • 8 (Underwriting and Identity Verification)
  • 10 (Access to Proceeds)
  • 11 (Amounts Owed to Liaison; Reversals)
  • 11 (Payout Schedule)
  • 12 (Availability of Proceeds)
  • 13 (Liaison Account History)
  • 14 (Reserve for Holding Funds)
  • 15 (Liaison Account Balances)
  • 16 (Our Set-off Rights; Security Interest)
  • 17 (Dormant Liaison Accounts)
  • 18 (Your Liability for Chargebacks)
  • 19 (Our Collection Rights for Chargebacks)
  • 20 (Excessive Chargebacks)
  • 21 (Contesting Chargebacks)
  • 26 (Taxes)
  • 32 (Customer Service)

These sections are designed to ensure ongoing compliance and resolution of all financial and legal obligations, protecting both parties’ interests even after the termination of services.

Commercial Entity Agreement

For businesses with high volumes of card transactions, card brands may mandate that you also sign a direct agreement with them known as a "Commercial Entity Agreement." as follows:

This Commercial Entity Agreement ("Agreement") applies to all users of the Liaison, Inc. mobile application, card reader devices, and payment service (collectively, the "Liaison Service"), who are recognized as "Commercial Entities" by Visa, Inc. and Mastercard International, Inc. (collectively, the "Card Brands"). By agreeing to this Agreement, either by signature or electronically, you, the seller ("Seller" or "you"), are entering into this Agreement to manage the authorization, conveyance, and settlement of transactions processed through the Liaison Service.

This Agreement establishes a direct contractual relationship between you and the financial institution involved ("Member"), as required by the Card Brand Rules. By entering into this Agreement, you agree to abide by the Card Brand Rules concerning payments you receive through the Liaison Service.

1. Compliance with Card Brand Rules and Acceptance Guidelines:

The Seller agrees to adhere to all relevant Card Brand Rules and any procedures specified by Liaison and/or PaymentTech concerning the acceptance of Cards. This includes, but is not limited to, the following stipulations:

(a) Authentic Transactions: The Seller is obligated to ensure that all Transactions are genuine. An authentic Transaction is one that occurs between the Seller and the Customer, involves the sale or refund of goods or services legally owned or rightfully sold by the Seller, is conducted on behalf of the Seller (not any third party), and is lawful, authorized by the Customer, non-fraudulent, and fully compliant with this Agreement, applicable laws, and Card Brand Rules.

(b) Transaction Limits and Surcharges: The Seller must not establish minimum or maximum transaction limits for Card acceptance, nor charge any fees—including surcharges or finance charges—or impose conditions related to the use or acceptance of a Card, except where legally allowed.

(c) Single Transaction Submission: The Seller agrees to process a single Transaction for the total sale amount. Splitting a sale into multiple Transactions is prohibited, except when accommodating partial payments made with prepaid or gift Cards.

(d) Taxes and Surcharges: The Seller is prohibited from adding any taxes or surcharges to Transactions unless explicitly permitted or required by law. If allowed, such charges must be included in the Transaction amount and not collected separately.

(e) Usage of Card Account Information: The Seller is restricted to using Card Information solely for processing payments for its goods or services or issuing refunds. The Seller must not use, sell, or disclose Card Information except as required by Card Brand Rules, to Liaison, Card Brands, or in response to governmental inquiries, and must comply with Security Standards including PCI DSS. The Seller also agrees to cooperate in forensic investigations if required.

(f) Limitations on Transactions for Existing Debts: The Seller is prohibited from processing Transactions for any purposes other than current, legitimate sales. Specifically, Transactions must not be used to collect on dishonored checks, or to transfer, refinance, or collect on existing or prior debts or obligations. Additionally, the Seller must not attempt to charge a Customer again for an item that previously resulted in a chargeback, regardless of the Customer's consent. All Transactions must be enforceable and collectible, and the Seller should not submit any Transaction known to be otherwise.

(g) Timing of Payment: The Seller must ensure that any goods or services charged to a Card are either already delivered or provided at the time of the Transaction, unless otherwise explicitly allowed in the Seller’s Application or pre-approved in writing by PaymentTech.

(h) Prohibition on Cash Advances: The Seller is not permitted to provide cash advances to Customers or to its own representatives, agents, or employees as part of a Transaction. This restriction also applies to accepting payments for issuing credits or refunds to a Customer, unless specifically allowed by Card Brand Rules.

(i) Non-Discrimination: The Seller must refrain from any practices that discriminate unfavorably or provide unequal treatment among different Card Brands, unless such actions are explicitly permitted under the Card Brand Rules.

(j) Refunds and Credits: Any credit issued to a Customer’s Card account must correspond to a refund for a previously processed Transaction involving the same Card and originally submitted through PaymentTech.

(k) Installment Transactions: Unless explicitly specified in its Application or approved in writing by PaymentTech, the Seller should not engage in Transactions involving installment payments. If installment or deferred payment plans are approved, each installment or deferred payment must have its own Transaction record, set on the dates agreed upon by the Customer. All such installments or deferred payments, whether processed by PaymentTech or not, are considered part of the original Transaction.

(l) Recurring Transactions: For any recurring Transactions that are allowed under the Seller Agreement, the Seller must: (i) secure the Customer’s explicit consent to charge their Card on a periodic basis for purchased goods or services; (ii) maintain this consent for the entire duration of the recurring charges and present it upon request to PaymentTech or the Customer’s Card issuing bank; (iii) keep detailed records showing the frequency, duration, and the fixed or variable amount of the recurring charges. The Seller must not process any recurring transaction if: (i) they receive a cancellation from the Customer at least three days before the scheduled transaction date; or (ii) they are notified by PaymentTech or any Card Brand not to honor the Card. Recurring Transactions must be clearly identified as such in the Transaction Data.

(m) Seller Identification: The Seller agrees to clearly disclose its identity to the Customer at all interaction points, ensuring the Customer is aware of whom they are dealing with at all times.

(n) Use of Visa and Mastercard Logos: The Seller is permitted to display Visa and Mastercard logos on promotional materials and its website as an indication that these Cards are accepted for transactions processed via Liaison.

(o) Handling Chargebacks: The Seller is responsible for using reasonable efforts to resolve any disputes with Customers. In the event of a Chargeback, the Seller must promptly respond to all information requests from Liaison. The Seller is prohibited from attempting to charge a Customer again for any item that has been subject to a Chargeback, regardless of the Customer's consent. The Seller bears full liability for all successful Chargebacks and may also be conditionally liable for these Chargebacks until their final resolution according to Card Brand Rules.

2. Mandatory Authorizations for Transactions:

The Seller must secure an authorization for each Transaction using the Liaison Service, as stipulated in this Agreement.PaymentTech retains the authority to reject any Transaction Data that does not contain the appropriate authorization.

3. Refund Policy:

The Seller is obliged to establish a clear refund policy if there are any limitations on refunds or exchanges, or other specific conditions applicable to Card Transactions. This policy must be clearly communicated to the Customer before completing the sale and included within the sale confirmation. The policy should be prominently displayed, possibly stating "NO REFUND, EXCHANGE ONLY" or a similar phrase, along with any special terms. Adhering to these terms does not absolve the Seller of liability for refunds, as consumer protection laws and Card Brand Rules may still allow Customers to contest these terms. If the Seller's policy permits refunds, the Seller must process such refunds within three days of the Customer's approved request. Refunds must not exceed the original Transaction amount, except for the precise cost incurred by the Customer for returning the merchandise, such as shipping fees. The Seller must not receive any payment from the Customer in exchange for issuing a refund.

4. Term and Termination:

This Agreement becomes effective when the Seller accepts it, either through electronic acknowledgment or other means, and remains in effect as long as the Seller uses the Liaison Service, unless terminated by either the Seller or PaymentTech. The Agreement will automatically terminate if the Seller Agreement expires or is terminated. PaymentTech may also terminate this Agreement at any time if there is a breach by the Seller of this Agreement or the Seller Agreement, or if the payment processing relationship between Liaison and PaymentTech ends. Additionally,PaymentTech can terminate this Agreement with written notice under several circumstances, including but not limited to: (a) the Seller conducts irregular Transactions, incurs excessive Chargebacks, or presents a financial, reputational, or legal risk in PaymentTech’s opinion; (b) the Seller fails to meet any key obligations or conditions of this Agreement or the Seller Agreement, such as funding or establishing a required reserve account; (c) a bankruptcy or insolvency proceeding is initiated by or against the Seller and remains undismissed or unstayed for 60 days, or if such proceedings result in an order against the Seller; (d) any Card Brand advises PaymentTech or its members that it no longer accepts the Seller’s Transaction Data or requires the termination or restriction of this Agreement; (e) the Seller or any controlling person of the Seller is listed in a database of high risk or terminated Sellers maintained by the Card Brands; or (f) the Seller acts in a manner that could damage the goodwill of any Card Brand,PaymentTech, or Liaison, or poses an undue risk to them.

After termination, all obligations and rights pertaining to Transaction Data submitted prior to termination will still be upheld. Furthermore, certain provisions intended to continue after termination, such as indemnification and limitations of liability, will remain in effect.

5. Indemnity:

PaymentTech commits to indemnifying and protecting the Seller from any losses, liabilities, damages, and expenses resulting from: (a) any breach of warranties, covenants, agreements, or misrepresentations by PaymentTech under this Agreement; or (b) gross negligence or willful misconduct by PaymentTech or its employees in relation to this Agreement. Conversely, the Seller agrees to indemnify and hold PaymentTech harmless from any losses, liabilities, damages, and expenses arising from: (a) any breach of warranties, covenants, agreements, or misrepresentations by the Seller under this Agreement; (b) negligence or willful misconduct by the Seller or its employees in connection with Transactions or the provision of goods and services to Customers; (c) the Seller’s use of the Liaison Service; or (d) any third-party claims, indemnifications, liabilities, or other obligations PaymentTech must fulfill due to actions by the Seller, including those related to any Card Brand or Card-issuing bank.

6. Information About Seller’s Business:

6.1 Additional Financial Information: Seller agrees to provide Liaison and/or PaymentTech with financial statements and other financial information regarding the Seller's creditworthiness and ability to meet its obligations under this Agreement. This information must be furnished upon three days' written notice from Liaison and/or PaymentTech at any time.

6.2 Audit Rights: PaymentTech, through its authorized representatives, has the right to conduct audits. With prior notice, during normal business hours, they may visit the Seller’s business premises to examine books and records related to the Seller’s Transactions and compliance with this Agreement.

6.3 Other Information: The Seller is required to give PaymentTechat least 30 days' written notice before changing its product lines, services, trade name, or payment processing methods.PaymentTech may assess the materiality of such changes and, if deemed significant, may either refuse to process subsequent Transaction Data or terminate the Agreement. Additionally, the Seller must promptly notify PaymentTech of any bankruptcy or insolvency proceedings, whether voluntary or involuntary.PaymentTech is also authorized to conduct credit checks on the Seller as needed. The Seller must inform PaymentTech promptly of any significant adverse changes in its financial condition, any intentions of liquidation or major changes in business nature, any transfers or sales of significant assets (25% or more of total assets), or any changes in control or ownership if the Seller or its parent company is not publicly traded. Furthermore, the Seller must notify PaymentTech within three days of becoming aware of any legal actions like judgments or levies affecting a significant portion (25% or more) of its assets.

7. Disclaimer; Limitation of Damages:

PaymentTech will rectify any errors in Transaction Data at its own expense if the errors result from PaymentTech's actions or system malfunctions. However, PaymentTech's financial liability for any failure to perform under this Agreement will not exceed the total fees (excluding Card Brand fees, third-party fees, interchange, assessments, penalties, and fines) paid toPaymentTech over the six months preceding the occurrence of the liability. Except as explicitly stated in this Agreement and barring the Seller’s non-compliance with security standards, no party—including directors, officers, employees, or affiliates—will be liable for indirect, special, incidental, consequential, or punitive damages, or for any loss, theft, disappearance, or damage to electronically transmitted data related to this Agreement. All parties recognize that this is a service agreement and the Uniform Commercial Code does not apply. PaymentTech and its member expressly disclaim all implied warranties, including those of quality, suitability, merchantability, and fitness for a particular purpose, regardless of any previous dealings, customs, or practices related to the services provided under this Agreement or any goods provided incidentally to these services.

8. Miscellaneous:

8.1 Application and Credit Check: The Seller confirms that all statements made in its Application related to this Agreement are accurate as of the date the Agreement is signed. The Seller's signature on this Agreement grants PaymentTech the authority to conduct any necessary credit checks on the Seller.

8.2 Section Headings: The section headings in this Agreement are provided for convenience only and do not influence or delineate the extent or intention of the clauses within this Agreement.

8.3 Assignment: PaymentTech retains the right to assign this Agreement to another entity that qualifies under Card Brand Rules to fulfill the obligations herein. The Seller may not assign or transfer its rights or delegate its duties under this Agreement without the express written consent of PaymentTech. Failure to obtain such consent may lead to termination of this Agreement. Any approved successor or assignee must comply with additional requirements or execute further documentation as requested by PaymentTech to continue processing Transactions.

8.4 Parties: This Agreement legally binds the Seller and its heirs, representatives, and approved successors, including those through mergers and acquisitions, or any permitted assigns.

8.5 Severability: If any part of this Agreement is found to be invalid or unenforceable under any law, rule, or regulation, including Card Brand Rules, this finding does not affect the validity or enforceability of the remaining provisions.

8.6 Waivers: No provision of this Agreement can be waived except through a written waiver formally signed by the party relinquishing the right.

8.7 Entire Agreement: This document constitutes the complete agreement between the Seller and PaymentTech regarding the topics discussed herein, superseding all prior discussions or agreements. This Agreement does not replace the Seller Agreement with Liaison. The Seller confirms that it did not rely on any statements by PaymentTech or its agents when entering this Agreement. It is acknowledged that this Agreement pertains solely to Transaction Data within the United States and is a contract for commercial services.

8.8 Notices: Unless stated otherwise within this Agreement, all notices must be provided in writing and can be hand-delivered, faxed, emailed, sent via first-class mail with prepaid postage, or sent through overnight courier. Notices are considered delivered when sent to the addresses mentioned in the Agreement or to any new address provided by either party in writing.

8.9 Governing Law; Waiver of Jury Trial; Arbitration: This Agreement will be governed by the laws of the State of Texas, excluding its conflict of law rules. Any legal proceedings, arbitrations, or mediations related to or arising from this Agreement must take place in Travis County, Austin, Texas. Importantly, by entering into this Agreement, the Seller waives the right to a jury trial and the right to have claims resolved in court against PaymentTech, its affiliates, or related third parties. Instead, all claims arising from this Agreement or the relationship established by it must be resolved exclusively through binding arbitration conducted by the American Arbitration Association (AAA). This applies to all claims, regardless of their basis, whether contractual, tortious, arising from negligence, statutory, or otherwise. Any arbitration will be conducted on an individual basis; claims brought as part of a class action or similar representative action will be arbitrated in the same manner. If the AAA is unavailable, Seller and PaymentTech will agree on an alternative arbitration forum. The arbitration will involve only the parties to this Claim and will not be consolidated with other proceedings. The loser in any arbitration is responsible for reimbursing the winner for arbitration fees and reasonable attorney's fees. Decisions rendered in arbitration are final and enforceable in any court of competent jurisdiction. Information about the AAA, including how to file a claim, can be found at or at their office. This arbitration agreement is subject to the Federal Arbitration Act and covers all current or future claims. This Agreement does not prevent either party from using bankruptcy or other legal actions to manage or reclaim debts secured by property. Absent this arbitration provision, the Seller and PaymentTech might have had the option to litigate in court and participate in class actions. Those rights are waived, and all disputes must now be resolved through arbitration.

8.10 Force Majeure: Neither party shall be held liable for delays or nonperformance caused by events beyond their reasonable control, including but not limited to fires, telecommunications or utility failures, power or equipment failures, labor disputes, riots, wars, terrorist attacks, or acts of God. However, this provision does not excuse or affect the liabilities and obligations of either party concerning Chargebacks, refunds, or the delivery of products and services.

8.11 Amendment: This Agreement may be amended by PaymentTech with 30 days' notice to the Seller. However, if an amendment is required to comply with Card Brand Rules or mandates from relevant authorities, such changes may take effect immediately. The Seller’s electronic signature or continued submission of Transactions following notice will constitute acceptance of the amendment.

8.12 Tax Matters: PaymentTech and/or Liaison are required to collect and report certain taxpayer information to the IRS. Therefore, the Seller must provide the necessary taxpayer information using IRS Form W-9 or, if applicable, Form W-8.PaymentTech or Liaison may also request that the Seller re-certify this information periodically in accordance with applicable laws. The Seller is responsible for any IRS penalties that may accrue due to their actions or inactions, despite reasonable requests or notices from PaymentTech.

9. Definitions:

  • Application: This refers to the detailed submission by the Seller that includes financial information, business description, and other relevant data. This submission is made to induce PaymentTech to enter into this Agreement and to agree to process the Seller’s Transactions under the specified terms.

  • Card: Any account or proof of an account approved between a Customer and a Card Brand, or their representatives or members, that is accepted by the Seller as payment. This includes credit and debit cards, stored value cards, loyalty cards, electronic gift cards, and other similar payment methods.

  • Card Brand: Any payment method provider whose services are accepted by PaymentTech for processing transactions. This includes major entities like Visa, MasterCard, Discover, as well as other credit and debit card providers, and providers of gift cards and loyalty programs. It also includes the Payment Card Industry Security Standards Council.

  • Card Brand Rules: The ongoing rules, bylaws, and regulations established by the Card Brands that govern the use and processing of their payment methods.

  • Card Information: Any data related to a Customer or their Card that the Seller obtains, which can include the card number, expiration date, security codes, PINs, and any other data from the card, whether stored magnetically, electronically, or obtained through scanning or imprinting.

  • Chargeback: A reversal of a Transaction previously processed by PaymentTech, adhering to the rules set by the Card Brand.

  • Customer: The individual or entity to whom a Card is issued or who is authorized to use the Card.

  • Member: The Member is a principal party to this Agreement and facilitates the Seller’s acceptance of Card Brand products.

  • Security Standards: These are the guidelines and regulations set by the Card Brands and the Payment Card Industry Security Standards Council concerning privacy, data security, and the handling of Card Information. They include standards such as the PCI DSS, Visa’s CISP, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s SDP, Visa’s PABP, the Payment Card Industry’s PA DSS, MasterCard’s POS Terminal Security program, and the Payment Card Industry PIN Entry Device Standard.

  • Seller, you, your: The entity identified in the Application as the Seller.

  • Transaction: An exchange of goods or services between the Seller and a Customer using a Card, where consideration is transferred between the two parties.

  • Transaction Data: The written or electronic record of a Transaction, which may include details like authorization codes or settlement records.

Additional Financial Services Terms of Service

By using the Financial Services provided by Liaison, Inc., you, on your own behalf and on behalf of the business or entity you represent (hereinafter the “Business”), agree to adhere to these Additional Liaison Financial Services Terms of Service (the “Terms”). Your agreement also extends to the Liaison General Terms of Service and all other applicable terms, policies, and guidelines, including loan agreements and pertinent disclosures.

You recognize that these Financial Services are intended solely for business-related purposes. By accepting these Terms, you confirm your authority to bind the Business to these agreements.

1. Bank Information Collection and Use

Through our partnership with Plaid Inc. (“Plaid”), we collect financial data from the institutions you specify by linking a bank account for Financial Services. You empower Plaid and us to access and transmit your personal and financial information, agreeing to the processing, transfer, and storage of this data under our respective Privacy Policies. This Bank Information, which includes bank statements, login credentials, and other sensitive data, will be utilized to evaluate and manage your Financial Services, including eligibility assessments, marketing, loan servicing, fraud monitoring, and compliance with legal regulations.

Duration of Access: Your authorization allows ongoing data collection by Liaison and Plaid for as long as you use the Financial Services, or as permitted under Plaid’s terms. Although you can withdraw this authorization at any time, the information collected prior to revocation will still be used in accordance with these Terms.

2. Payroll Information Collection and Use

Similarly, Plaid assists in collecting data from payroll providers when you link a payroll account. This data, necessary for evaluating and managing your business loans, includes payroll details and employee information. As with Bank Information, you authorize the use and long-term storage of this Payroll Information under the conditions outlined in our Privacy Policies.

Duration of Access: The authorization for collecting Payroll Information remains effective while your Business uses the Financial Services or until your loans are fully serviced, whichever is longer.

3. Credit Reports and Public Records

You grant us permission to access your Business’s and your personal credit reports and public records for evaluating Financial Services eligibility, loan servicing, fraud prevention, and compliance purposes. This access continues as long as the Business utilizes a Financial Service. If we decide not to provide Financial Services based on your credit report, you will be notified via the business email provided in your application.

4. Indemnification

You agree to protect, defend, and hold harmless Liaison and Plaid from any claims, losses, or damages arising from your use of the Financial Services, any breach of these Terms, or any violation of law or third-party rights.

5. Government Monitoring

In compliance with federal regulations aimed at preventing money laundering and terrorism financing, we are required to collect and verify identification details when you open an account. Failure to provide this information may result in restricted access to the Financial Services.

Last updated: May 1, 2024