Merchant acknowledges and agrees to be bound by the terms and conditions of the STOVE Merchant Agreement, and these Payment Processing Terms, and all other terms, policies and guidelines applicable to the Services (as defined in the STOVE Merchant Agreement). STOVE's Payment processing services allow Merchant to accept Customers' Cards as payment for Merchant's services or goods. In providing these Payment processing services, STOVE acts in the capacity of a payment facilitator, not a bank or payment processor. Capitalized terms not defined herein will be as defined in the Merchant Agreement.
Merchant acknowledges that as a condition of this Merchant Agreement, Merchant agrees to utilize STOVE as its exclusive provider of Payment processing services. Merchant hereby authorizes STOVE (including STOVE's bank partners and/or payment provider(s), as applicable), as its agent, to hold, receive and disburse funds (or cause funds to be held, received, and disbursed) on its behalf and to access the Merchant's Bank Account (as defined in the Order or other processing documentation) to effectuate payment to STOVE of any Fees, payment to Merchant of Net Sales Proceeds, and payment to STOVE, or a third party, to the extent expressly directed by Merchant for any other amounts contracted for between Merchant and STOVE or Merchant and such other third party, including, by way of example, in connection with a Hardware lease or a loan through the "STOVE Capital Loan" program for which STOVE or its affiliate may be a servicer. Merchant's authorization permits STOVE to generate a tangible draft or an electronic funds transfer to process each Payment transaction that Merchant authorizes. Merchant's authorization herein will remain in full force and effect during the Term.
STOVE works with many Cards. STOVE's Payment processing services allow Merchant to accept Payments from most U.S.-issued credit, debit, prepaid, or gift Cards that bear the official markings of a Payment Network. At any time and without prior notice, STOVE may add, remove, or change which Cards are considered acceptable. From time to time, STOVE may support additional Cards at its discretion. STOVE will only process Cards that receive an authorization from the applicable Payment Network or Card issuer.
Once the Merchant's Bank Account information is verified, STOVE will automatically deposit the Net Sales Proceeds collected to the Merchant's Bank Account via direct deposit. This deposit will normally appear in the Merchant's Bank Account within 1-2 business days after payment settlement is initiated. It is Merchant's responsibility to initiate settlement of its payments in a timely manner through the Services. Optionally, Merchant may request that STOVE automatically initiate settlement of Merchant payments at 4:30 AM ET for the previous day's activity. If Merchant chooses to utilize this optional service, STOVE is not responsible for any loss in gratuities caused by settlement before the gratuity adjustment was made. Merchant's failure to initiate settlement of its payments in a timely manner may result in higher processing rates charged by the Payment Networks and STOVE reserves the right to recoup such charges from Merchant, including by offsetting such amounts against Net Sales Proceeds. Additionally, if applicable, Merchant authorizes STOVE and/or its processors or bank partners to submit transactions to and receive settlement from one or more Payment Networks, on Merchant's behalf.
If Merchant has not provided goods or services consistent with the Merchant Agreement and these Payment Processing Terms with respect to a particular transaction(s), STOVE will have the right to refuse to pay any Net Sales Proceeds to Merchant and/or to pay a refund to any Customer from the Merchant's Bank Account. STOVE reserves the right to adjust the Net Sales Proceeds due for any period to compensate STOVE for any Chargebacks, calculation errors, Merchant employee fraudulent use, and any refunds paid to Customers, whether or not related to the period on which such adjustment is made, or to offset against such Net Sales Proceeds any other claim STOVE may have arising hereunder, as more fully set forth in Section 8 hereunder.
Notwithstanding Section 8 below, if STOVE needs to conduct an investigation or resolve any pending dispute related to Merchant's Bank Account, STOVE may defer payout or restrict access to Merchant's funds for the entire time it takes for STOVE to complete its investigation or resolve the dispute. STOVE also may defer payout or restrict access to Merchant funds as required by Applicable Law and Rules or court order, or if otherwise requested by law enforcement or government entity. Additionally, Merchant will assist STOVE when requested, at Merchant's expense, to investigate any of Merchant's transactions processed through the Services. To that end, and in accordance with Section 9 below, Merchant permits STOVE to share information about a Chargeback with Customer, Customer's financial institution and Merchant's financial institution in order to investigate and/or mediate a Chargeback. STOVE will request necessary information from Merchant to contest the Chargeback. If a Chargeback dispute is not resolved in Merchant's favor by the Card network or issuing bank or Merchant chooses not to contest the Chargeback, STOVE may recover the Chargeback amount and any associated fees as described in the Merchant Agreement or these Payment Processing Terms. Merchant acknowledges that its failure to assist STOVE in a timely manner when investigating a transaction, including providing necessary documentation within the time period specified in STOVE's request, may result in an irreversible Chargeback. STOVE will charge a fee for mediating and/or investigating Chargeback disputes, in addition to any other Chargeback fee(s) set forth in an Order Form, if applicable. Additionally, STOVE may decide not to authorize or settle any transaction that Merchant submits to STOVE if STOVE reasonably believes that the transaction is in violation of any STOVE agreement, or exposes Merchant, other STOVE users, STOVE processors or STOVE to harm. Harm includes without limitation fraud, a violation of individual or proprietary rights and other criminal acts. If STOVE reasonably suspects that Merchant's STOVE Account or Merchant's Bank Account has been used for an unauthorized, illegal, or criminal purpose, Merchant gives STOVE express authorization to share information about Merchant, Merchant's STOVE Account and Merchant's Bank Account, and any of Merchant's transactions with law enforcement.
When a payment is made to the Merchant's Bank Account, STOVE will update the Merchant's Bank Account reporting through the STOVE Platform. Reporting of Merchant's Bank Account activity by STOVE is available through the STOVE Platform for up to one (1) year of Merchant's Bank Account activity. Except as required by Applicable Law and Rules, Merchant is solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with the Merchant's Bank Account and Merchant's use of the Services, and (b) reconciling all transactional information that is associated with Merchant's Bank Account. If Merchant believes that there is an error or unauthorized transaction activity associated with the Merchant's Bank Account, Merchant will contact STOVE immediately.
At any time and from time to time, STOVE may i) temporarily suspend or delay payments to Merchant in accordance with the Merchant Agreement, ii) designate an amount of Merchant funds that STOVE or its payment provider(s) must maintain in order to protect against anticipated risks as described herein, and/or iii) require that Merchant maintain a certain amount of funds in its Merchant's Bank Account to secure the performance of its obligations under the Merchant Agreement. STOVE, in its sole reasonable discretion, may require a Reserve for any reason, in order to protect STOVE from potential losses or other risk associated with Chargebacks (or anticipated Chargebacks), excessive refunds, liens, garnishments, credit risk based on Merchant's processing history, or other indications of performance problems related to Merchant's acts or omissions. The Reserve will be in an amount as reasonably determined by STOVE and/or STOVE's payment provider(s). The Reserve may be raised, reduced, or removed at any time by STOVE, in its reasonable discretion, based on Merchant's payment history, a credit review, the amount of any arbitration award or court judgment against Merchant in STOVE's favor, or otherwise as STOVE and/or its payment provider(s) may determine or require. If Merchant does not have sufficient funds in its Merchant's Bank Account, STOVE may fund the Reserve from any funding source associated with Merchant's STOVE Accounts, including any funds (a) transferred by Merchant, (b) due to Merchant, or (c) available in the Merchant's Bank Account, or other payment instrument registered with STOVE. Merchant grants STOVE a security interest in and lien on any and all funds held in any Reserve, and also authorizes STOVE, or a payment processor or bank partner acting on behalf of STOVE, to make any withdrawals or debits, including by initiating one or more ACH debit entries, from the Reserve or any bank account linked to any of Merchant's STOVE Accounts, without prior notice to Merchant, to collect amounts that Merchant owes STOVE, and such authorization survives termination of this Agreement for so long as such amounts remain due and owing. Merchant will execute any additional documentation required for STOVE to perfect its security interest in any funds in the Reserve. This security interest survives termination of this Agreement for as long as STOVE holds funds in the Reserve. Any Reserve will be held by STOVE for such period of time as is consistent with STOVE's liability for the potential risks described above, in accordance with Applicable Law and Rules. STOVE and its payment providers may (but are not required to) apply funds in the Reserve toward the satisfaction of any amounts which are or may become due from Merchant pursuant to this Merchant Agreement. Funds in the Reserve will not bear interest and may be commingled with other funds. Upon (i) satisfaction of all of Merchant's obligations under this Merchant Agreement; and (ii) Merchant's execution of documents reasonably requested by STOVE and/or its payment provider(s) in connection with the return of any Reserve funds, STOVE and/or its payment providers will pay to Merchant any funds then remaining in the Reserve. Upon notice of termination of this Merchant Agreement, STOVE and/or its payment providers may estimate the aggregate dollar amount of anticipated Chargebacks, refunds, fines, fees, penalties, or other risks and the like that STOVE and/or its payment providers reasonably anticipate subsequent to termination, and Merchant agrees to immediately deposit such amount in its Merchant's Bank Account, or STOVE and/or its payment providers may withhold such amount from Merchant's settlement funds in order to establish a Reserve pursuant to and governed by the terms and conditions of this Merchant Agreement.
Merchant will not incur excessive Chargebacks. If STOVE determines that Merchant is incurring excessive Chargebacks, STOVE may establish controls or conditions governing Merchant's STOVE Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in accordance with the Merchant Agreement or these Payment Processing Terms, (c) delaying payouts, and/or (d) terminating this Merchant Agreement and/or any associated Order Form(s) or Master Services Agreement(s), as applicable. Notwithstanding Section 8 above, for any transaction that results in a Chargeback, STOVE may withhold the Chargeback amount and any associated fees. STOVE may deduct the amount of any Chargeback and any associated Fees, fines, or penalties listed in each Order or assessed by a third party, from either Merchant's STOVE Account or Bank Account (including without limitation any Reserve), or any proceeds due to Merchant or other payment instrument registered with STOVE. If Merchant has pending Chargebacks, STOVE may delay payouts from Merchant's STOVE Account. Further, if STOVE reasonably believes that a Chargeback is likely with respect to any disputed transaction, STOVE may withhold the amount of the potential Chargeback from payments otherwise due to Merchant under the Merchant Agreement or these Payment Processing Terms until such time that: (a) a Chargeback is assessed, in which case STOVE will retain the funds; (b) the period of time under Applicable Law and Rules by which Customer may dispute the transaction has expired; or (c) STOVE determines that a Chargeback on the transaction will not occur, in which case STOVE will promptly release the withheld funds back to Merchant. If STOVE is unable to recover funds related to a Chargeback for which Merchant is liable, STOVE may deduct the full amount of the applicable Chargeback from Merchant's Bank Account in accordance with the Merchant Agreement or these Payment Processing Terms, or, if STOVE is unable to do so, Merchant shall pay STOVE promptly upon demand. Merchant will pay all costs and expenses, including without limitation attorneys' fees, other legal expenses, and handling fees incurred by or on behalf of STOVE in connection with the collection of all Chargebacks and STOVE Account deficit balances that are unpaid by Merchant. The terms and conditions of this Section 9 will survive termination of this Agreement.
The Payment Networks require that Merchant and STOVE comply with all Applicable Law and Rules. Portions of the Operating Regulations may be made available to the public at the following online websites:
Further, STOVE may prohibit or otherwise restrict Merchant's ability to use the Services in connection with the sale of certain products or services, or certain transaction types, that STOVE, or its payment provider, in its respective discretion deem to pose undue risk to STOVE or its payment provider, as applicable.
Merchant acknowledges that the Google Pay Terms of Service are hereby made available to Merchant and may be found at: https://policies.google.com/terms.
Merchant agrees that the Operating Regulations are incorporated by reference into the Agreement and that nothing in the Agreement shall be construed to interfere with or lessen the right of the Payment Networks or STOVE's payment provider(s) to terminate the Agreement at any time. In the event of a conflict between the Agreement and the Operating Regulations, the Operating Regulations will control.
Merchant acknowledges and agrees:
Merchant represents and warrants that it will not:
The following will only apply to Merchant's participation in the American Express OptBlue Program, as controlled by the American Express OptBlue Program Operating Regulations. (Capitalized terms below are defined in the American Express Operating Guide or the American Express OptBlue Program Operating Regulations):
In order to provide Merchant with payment processing services, STOVE must enter into agreements with the Payment Networks, processors, and acquiring banks. The Payment Networks have set certain Card volume thresholds, which require anyone that processes at or above those thresholds to enter into an agreement directly with one or more of STOVE's banking partner(s). These thresholds are as follows: $10,000,000 in Visa transactions and/or $10,000,000 in Mastercard transactions and/or an amount set forth by Discover and American Express (or such other amount provided by the applicable Operating Regulations) processed in any 12-month period. By accepting or otherwise agreeing to these terms, Merchant agrees to the terms and conditions of each applicable Commercial Entity Agreement, as may be amended from time to time, effective as of the date Merchant processes such specified amounts or as otherwise required by STOVE's bank partners. If Merchant fails to comply with any "Commercial Entity Agreement", STOVE may suspend or terminate Merchant's STOVE Account. Similarly, if American Express considers Merchant to be a high value customer, it may require that Merchant enter into a direct agreement with American Express and designate STOVE as Merchant's agent for American Express payments. If that is the case, STOVE will notify Merchant of such requirement.
Merchant, using its reasonable discretion, may use the Services from time to time to conduct point-of-sale activities offline ("Off-Line Mode"); transactions initiated in Off-Line Mode will be queued and submitted for authorization when Internet connectivity to the Services is restored. However, Merchant assumes any and all risk, responsibility and liability associated with any transaction that Merchant chooses to conduct in Off-Line Mode.
STOVE will employ commercially reasonable efforts to rectify Payment processing errors that Merchant processes incorrectly if and when Merchant notifies STOVE of such an error. Merchant's failure to notify STOVE of a Payment processing error within thirty (30) days of when it first appears on Merchant's electronic transaction history will be deemed a waiver of any right to amounts owed to Merchant for such error.
*STOVE may modify the Merchant Agreement or these Payment Processing Terms to comply with, and as a result of, amendments to Applicable Law and Rules. Applicable Law and Rules may prohibit or impose conditions on Merchant, including without limitation assessing a surcharge for the use of a Card in connection with any transaction.
