1.1     Application of Agreement. This Agreement applies whether (a) you access the Payment Service using any service, website or application (collectively, “Application”) of a third party, or (b) you make payments or you initiate payments on behalf of other clients through an Application. 

     1.2.     Agreement Structure. This Agreement incorporates, and you accept and agree to, the following: (a) the General Terms of this Agreement (the “General Terms”), and (b) the engagement letter you have with us or any other arrangement between you and us for the provision of services (collectively, your “Engagement Agreement”), including any payment services addenda, as applicable, entered into between you and us.   

     1.3.    Amendment. We may modify this Agreement at any time. We will provide you with notice of any modification to this Agreement. The modification will become effective upon the earlier of communicating it to you, and you will be deemed to accept the modification if you use the Payment Service after it has been posted. If you do not accept a change to this Agreement, your sole remedy is to contact us and close your account. Except as expressly provided above, no modification or amendment of this Agreement will be binding on us unless set forth in a writing signed by us. 

 2.1    Compliance with Law. You will at all times adhere to all law applicable to your use of the Payment Service. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Payment Service on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party.  

     2.2      Payment Terms 

          2.2.1  Our Fees. You agree to pay the applicable fees (“Fees”) whenever you use our Payment Service. We reserve the right to change our Fees at any time, including without limitation if we are incurring excessive Chargebacks. All Balances and all fees, charges, and payments collected or paid through the Payment Service are denominated in U.S. currency. All Fees are charged at the time we process a transaction. 

          2.2.2  Processing Errors. If there is an error in the processing of any transaction, you authorize us to debit or credit your account, as applicable, to correct such error. If we are unable to debit the account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other account or payment instrument that you have on file with us. 

 3.1    Termination.  Unless otherwise agreed in writing by you, this Agreement shall terminate upon the termination of the Engagement Agreement.   

     3.2    Suspension or Termination by Us. We may suspend this Agreement or terminate this Agreement for any reason at any time upon notice to you. 

     3.3    Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages of any kind in connection with any termination or suspension of the Payment Service. Upon termination of this Agreement for any reason: (a) we may elect to cancel any pending transactions, (b) you will remain liable for all fees, charges, and other payment obligations that have been incurred through the date of termination, (c) subject to the terms of this Agreement, any funds that we are holding in custody for you at the time of termination, less any amounts you owe us, may be withdrawn if all withdrawal-related authentication requirements have been fulfilled, (d) all license or other rights granted to either party under this Agreement will immediately terminate, and (e) your access to the Payment Services will be terminated, and we will have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documents or other information in connection with your Payment Service.  

All refunds and returns shall be governed by the Engagement Agreement.