Priority Services Terms and Conditions
PRIORITY SERVICES TERMS AND CONDITIONS
Preamble
Priority Technology Holdings, Inc. and its affiliates (collectively, “Priority” or “we”) owns a proprietary technology platform known as “Passport” which allows its customers to set up one or more accounts to collect, store, and send money; and provides other services (collectively, the “Passport Services”). In addition, Priority owns certain other proprietary technology platforms, such as MX, CPX, ACH.com, and Plastiq, that enable Priority to provide other payment services, such as Merchant Services, ACH Services, Plastiq Services, check processing services, wire transfer services, and other services related thereto (collectively with Passport Services, the “Services”). The terms and conditions set forth in each of the documents referenced herein govern the corresponding Service provided by Priority. The capitalized terms used but not otherwise defined in these Terms and Conditions shall have the meaning set forth in the applicable document referenced herein. The entity accepting these terms and conditions, by clicking on “I agree” (or other similar verbiage) (“Customer” or “you”), desires to have access to Passport and the Services. Customer has read and understood each of these documents and agree to be bound by the terms and conditions set forth therein applicable to the Services used by Customer. As used herein, this document, the Application (as defined below), these Terms and Conditions, and all other documents and agreements referenced herein to which Customer is a party collectively constitute the “Agreement” between Customer and Priority.
Application, Authorization for Investigation and Underwriting
Together with these Terms and Conditions, Customer will complete and submit to Priority, directly or indirectly, a services application in the form approved by Priority (the “Application”). Customer, on behalf of itself and each beneficial owners identified in the Application, and each individual that has signed a personal guarantee on behalf of Customer, if any, hereby authorizes Priority and its Banking Partners and their respective agents to (i) check with credit reporting agencies, credit references, and other sources they deem appropriate in investigating and verify the information given; (ii) obtain additional information from credit reporting agencies and other lawful sources, including persons and companies named in the Application, regarding Customer’s credit standing, credit capacity, general reputation, or characteristics; (iii) to contact all previous references; and (iv) obtain consumer reports from consumer reporting agencies on each individual who has signed a personal guarantee on behalf of Customer (as applicable). As used herein, “Banking Partner” mean any financial institution with oversight authority over Priority with regard to the Services, whether by contract or otherwise, including the Member Bank, the originating depository financial institution for ACH Services, and the financial institution supporting the Passport program. Customer also authorizes Priority and its Affiliates (as defined in the Program Guide) to provide amongst each other the information contained in the Application and any information received from all references, including banks and credit reporting agencies. Customer certifies and agrees that Customer does not and will not provide, offer or facilitate gambling services, including offering or facilitating internet gambling services, or establishing quasi-cash, credits or monetary value of any type that may be used to conduct gambling.
CIP - Customer Identification Program
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, and other information that will allow us to identify you. We will also ask for the names, addresses, dates of birth, and other information concerning each of your beneficial owners and the control person that will allow us to identify your beneficial owners and such control person. We may also ask to view a copy of each beneficial owner’s and control person’s driver’s license or other identifying documents. Customer certifies, under penalties or perjury, that the federal taxpayer identification number and corresponding filing name provided herein are correct.
Passport Account Agreement
Upon Priority’s satisfactory underwriting of you, one or more accounts will be set up on Passport (collectively, the “Passport Account”) for you, which is made available by a federally insured depository institution and Priority. The use of the Passport Account is governed by the Passport Account Agreement (accessible here) (the “Account Agreement”). You must agree to the Account Agreement before a Passport Account will be open for you. Priority may amend the Account Agreement from time to time and will notify you any material changes that may affect your rights and obligations. You are advised to review the Account Agreement periodically. Your continued use of the Account shall constitute its acceptance of such changes.
Cardholder Agreement
The Passport Account may include the use of a debit card to make payments and transfers to third parties. Use of a debit card linked to a Passport Account will be subject to the terms and conditions contained in the Cardholder Agreement which can be accessed here (the “Commercial Cardholder Agreement”). You must agree to the Cardholder Agreement before a debit card will be issued to you. If you instruct us to issue debit cards to any third parties, including your employees, you are responsible for their compliance with the Cardholder Agreement. Priority may amend the Cardholder Agreement from time to time and will notify you any material changes that may affect your rights and obligations. You are advised to review the Commercial Cardholder Agreement periodically. Your continued use of the debit card shall constitute its acceptance of such changes.
Merchant Services Terms and Conditions
“Merchant Services” means the processing of credit card, debit card, stored value card, smart card or other payment device transactions provided by Priority and Member Bank (or their designees) pursuant to the Merchant Agreements. The Merchant Services are subject to the Application and the Program Guide (accessible here) (collectively referred to as the “Merchant Agreement” between Customer, Priority and Member Bank). As used here, “Member Bank” means a financial institution which is a principal member of VISA U.S.A. Inc. or Mastercard International, Incorporated and which sponsors Priority, as a payment services provider, to provide Merchant Services pursuant to applicable laws. By accepting these Terms and Conditions, Customer confirms that it has read and understood the Program Guide for the Member Bank identified in the Application and the Merchant Services Confirmation page at the end of the Program Guide, each in its entirety, and agrees to be bound thereby. Priority may amend the Merchant Agreement from time to time and will notify you any material changes that may affect your rights and obligations. You are advised to review the Merchant Agreement periodically. Your continued use of the Services shall constitute its acceptance of such changes.
Commercial Payment Services Terms and Conditions
In addition to Passport, Priority owns certain other proprietary technology platforms, such as MX, CPX, ACH.com, and Plastiq, that enable Priority to provide other payment services, other than Merchant Services, such as ACH Services (as defined in the Payment Services Terms and Conditions), Plastiq Services (as defined in the Payment Services Terms and Conditions), check processing services, wire transfer services, and other services related thereto (collectively, the “Commercial Payment Services”). The Commercial Payment Services are subject to the Payment Services Terms and Conditions, a copy of which is accessible here. By accepting these Terms and Conditions, Customer confirms that it has read and agrees to be bound by the Payment Services Terms and Conditions in their entirety. Priority may amend the Payment Services Terms and Conditions from time to time and will notify you any material changes that may affect your rights and obligations. You are advised to review the Payment Services Terms and Conditions periodically. Your continued use of the Services shall constitute its acceptance of such changes.
Electronic Funds Transfer Authorization
Customer authorizes Priority and it Banking Partners to present Automated Clearing House (“ACH”) credits, ACH debits, wire transfers, or depository transfer checks to and from the bank accounts identified in the Application and to and from any other account for which any such parties are authorized to perform such functions under the Application, these Terms and Conditions and the Program Guide. The authorization set forth herein cannot be revoked until all obligations of Customer under the Agreement are satisfied, and Customer gives written notice of revocation as set forth in the Agreement.
Consent to Contact
Customer acknowledges and agrees that Priority and its third-party subcontractors or agents may use automatic telephone dialing systems to contact Customer at the telephone number(s) Customer has provided in the Application and leave a detailed voice message in the event that Customer cannot be reached, even if the number provided is a cellular or wireless number or if Customer has previously registered on a Do Not Call list or requested not to be contacted for solicitation purposes. Customer hereby consents to receiving commercial electronic mail messages from us, our Affiliates and our third-party subcontractors or agents from time to time.
Consent to Electronic Communication
As permitted by applicable laws, Customer consents to using electronic signatures and to electronically receiving all records, notices, statements, communications, and other items for all services provided hereunder and in connection with Customer’s relationship with Priority (collectively, “Communications”). Electronic Communications will be sent to the email address on record with Priority. By accepting and agreeing to this Agreement electronically, Customer represents that (i) Customer has read and understands this consent to use electronic signatures and to receive Communications electronically; (ii) Customer has the hardware and software necessary to receive and store electronic Communications; and (iii) Customer’s consent will remain in effect until Customer withdraws its consent as specified below. Customer must keep its email address on record with Priority current and notify Priority of any change in its email address by updating Customer’s profile on record with Priority. Customer should print and save or electronically store a copy of all Communications that Priority send to Customer electronically. Customer’s consent to receive Communications electronically will remain in effect until Customer withdraws it. Customer may withdraw its consent to receive further Communications electronically at any time by contacting Priority as provided herein. If Customer revokes its consent to receive Communications electronically, Priority reserves the right to close Customer’s account. Such revocation will be effective after Priority has had a reasonable period of time to act on Customer’s withdrawal request. Such revocation of consent to receive Communications electronically will not apply to any Communications that were sent before Customer’s request to withdraw consent becomes effective. Priority may, in its sole discretion, communicate with Customer in paper form. In addition, Priority reserves the right to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which it provides electronic Communications. Except as otherwise required by applicable law, Priority will notify Customer of any such termination or change by providing the updates on monthly statements or delivering notice of such termination or change electronically.
Duty to Update Information
Customer must immediately notify Priority of any change to the information in this Application, including (i) any new lines or types of business; (ii) change in ownership; (iii) the opening, closing or liquidation of business or any location; (iv) voluntary or involuntary party to a bankruptcy case; or (v) entry into a loan or other agreement with a person or entity that may affect this Application. Priority retains the right to terminate the Agreement if you fail to provide notice of any change to the information in the Application.
Execution of the Agreement
Customer acknowledges and agrees that the Agreement governed by the laws of the State of Georgia and may not be assigned by Customer (including by operation of law) without Priority’s consent. By accepting these Terms and Conditions, Customer hereby represents and warrants to Priority that: (i) the individual accepting these Terms and Conditions is a proprietor, general partner, or executive officer of Customer with authority to submit the Application and accept these Terms and Conditions on behalf of Customer, and (ii) the information in the Application is complete and accurate and may be relied upon by Priority. Customer hereby agrees to be bound by the Agreement and any attachments thereto, as amended from time to time. These Terms and Conditions may be accepted by Customer by electronic signature complying with the E-SIGN Act. Such electronically signed document shall have the same legal effect as a signed physical document.
Waiver of Jury Trial and Class Action
ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PERSON OR ENTITY. EACH PARTY FURTHER AGREES TO WAIVE, AND HEREBY WAIVES, THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS AGAINST THE OTHER PARTY.