1. Automate Payments Feature.
If Customer uses the Automate Payments feature of the Application (the “Automate Payments Feature”), the Customer may use the Automate Payments Feature to make payments to its third-party vendors or employees as directed by Customer. Customer may use Automate Payments Feature solely for its internal use. Customer acknowledges and agrees that if it is in violation of the terms of this Exhibit B, SquareWorks may, in its sole discretion and without notice to Customer, immediately suspend or terminate Customer’s license and/or access to the Automate Payments Feature. Customer acknowledges and agrees that SquareWorks may process personal information in connection with Customer’s use of the Automate Payments Feature, and Customer’s use of the Automate Payments Feature, and such personal information is subject to the SquareWorks privacy policy available at http://www.squareworks.com/privacypolicy.
2. Domestic ACH Payments.
(a) Verified Customer Entity. In order to use the Automate Payments Feature to make domestic payments within the United States, the Customer must open a “Dwolla Platform” account provided by SquareWorks’ payment processor vendor, Dwolla, Inc. (“Dwolla”), and Customer must accept the Dwolla Terms of Service and Dwolla Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. Customer hereby authorizes SquareWorks to collect and share with Dwolla Customer’s personal information including full name, date of birth, social security number, physical address, email address and financial information, and Customer is responsible for the accuracy and completeness of that data. Customer understands that it will access and manage its Dwolla account through the Automate Payments Feature, and Dwolla account notifications will be sent by SquareWorks, not Dwolla. SquareWorks will provide customer support for Customer’s Dwolla account activity, and can be reached at netsuite-support@squareworks.com or through the SquareWorks website.
(b) Receive Only Entity. You expressly authorize SquareWorks’ service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize SquareWorks to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.
3. International ACH Payments.
Without limitation of any other provision in the Agreement or this Exhibit B, to the extent that Customer will be using the Automate Payments feature to send international payments from the following countries: Canada, the United States, the United Kingdom, Australia, New Zealand, Singapore, a member country of the European Economic Area, or any other jurisdiction as expressly permitted by Corpay and SquareWorks (collectively, the “Covered Jurisdictions”); the following additional terms apply: (a) Customer acknowledges that Cambridge Mercantile Corp. (U.S.A.) (“Corpay”) is the money transmitter for the transactions anticipated by this Section 3; (b) as between Customer and Corpay, Customer’s access to the international payments function of the Automate Payments feature is also governed by the applicable account terms set out at https://www.corpay.com/cross-border/terms (the “Corpay Terms”); (c) Customer acknowledges that Corpay, acting in good faith, has discretion to determine whether Corpay engages Customer as client of Corpay, and if so, what each Customer needs to sign and disclose to apply to become a client of Corpay and/or access the international payments function of the Automate Payments feature, and SquareWorks shall have no responsibility or liability for any such determination made by Corpay; (d) Customer fully authorizes SquareWorks to instruct Corpay on behalf of Customer and SquareWorks shall have no responsibility or liability for any such instruction; and (e) Customer acknowledges that SquareWorks may receive compensation from Corpay for SquareWorks’ referral of Customer to Corpay.
Further, Customer represents, warrants, and covenants that (including as a condition of Customer’s use of Automate Payments feature to send international payments to the countries set forth above): (1) each application for a Corpay account that Corpay receives from SquareWorks which purports to be signed by a Customer is a binding contract binding Customer, (2) the individual(s) signing on behalf of Customer (for opening a Corpay account and accepting such account’s terms and granting authority to SquareWorks) has/have the requisite authority to contractually bind Customer to all the points that those individual(s) sign for Customer; (3) for transactions entered into hereunder, Customer agrees to be bound by instructions received by Corpay from individuals identified to Corpay or SquareWorks as authorized representatives of Customer; (4) Customer (as well as its applicable subsidiaries, affiliate entities, and associated personnel) is not at the time of signing this Agreement (and has not been, within the five years preceding this Agreement) the subject of any material regulatory inquiry, enforcement action, or known allegations of significant breaches of criminal law or civil liability; (5) it is headquartered in a Covered Jurisdiction; (6) is shall use the Automate Payments feature solely for business purposes and not for personal, family, or household purposes; (7) Customer will provide to SquareWorks and/or Corpay any information and/or documentation reasonably requested in order to use the Automate Payments feature; and (8) all funds Corpay receives to fund each Customer transaction entered using the Automate Payments feature shall come from a Customer-owned bank account and Customer’s and SquareWorks’ name must be included in each such transaction. Customer shall indemnify, defend, and hold harmless SquareWorks from any Claims arising out of: (i) Customer’s breach of the Corpay Terms; (ii) any instruction of Customer under Section 3(d); or (iii) any use of the Corpay system under Customer’s account to send international payments.
4. Restrictions on Use.
Customer acknowledges and agrees that it will not use the Automate Payments Feature for payment of alimony; child support; marijuana related businesses; payments to settle securities transactions; or any claim or payment that requires the use, disclosure, transmission, maintenance, storage or other handling of Protected Health Information, unless otherwise specifically agreed to in writing in advance by SquareWorks. Customer represents and warrants that: (a) it is not located in a country or location that is subject to U.S. Government sanctions or embargoes, including Iran, Syria, Cuba, North Korea, and the Crimea region of Ukraine, or are a State Sponsor of Terrorism as defined by the US Department of State, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN); (b) it is not listed on any U.S. Government list of prohibited or restricted parties; and (c) it will not use the Automate Payments Feature to send money, either directly or indirectly, to a sanctioned country, person, group or entity. Customer agrees that it will not send or transmit any electronic Protected Health Information (“ePHI”, as defined in HIPAA) to SquareWorks or otherwise in any manner through the Automate Payments Feature without SquareWorks’ prior written consent. Customer is solely responsible for ensuring that its use of the Automate Payments Feature complies with all applicable laws and regulations. If SquareWorks become aware that Customer has sent or transmitted ePHI in any manner through the Automate Payments Feature in violation of this Agreement, SquareWorks may delete the ePHI without notice to Customer and without SquareWorks incurring any liability to Customer. Customer agrees to pay any costs or fees associated with such ePHI deletion, and agrees to indemnify SquareWorks for any breach or other privacy or security incident or claim involving ePHI sent or transmitted by Customer.
5. SquareWorks Rights.
Customer grants to SquareWorks and SquareWorks reserves the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through the Automate Payments Feature, in SquareWorks’ reasonable discretion, without SquareWorks incurring any liability to Customer. SquareWorks will use commercially reasonable efforts to provide notice promptly if it decides to limit, delay, investigate or to refuse to make, process or issue a payment. This notification is not required if the payment or notice is prohibited by law or this Agreement. In Customer’s use of the Automate Payments Feature, Customer grants to SquareWorks and SquareWorks reserves, in SquareWorks’ sole discretion, the right to impose limits on the amount of money sent or received through the Automate Payments Feature, on a per transaction or a cumulative basis, and to change those limits at any time, without SquareWorks incurring any liability to Customer. If SquareWorks imposes or changes such limits, SquareWorks will use commercially reasonable efforts to provide notice to Customer, but will not be required to do so. SquareWorks reserves the right to suspend or terminate Customer’s account or Customer’s access to the Automate Payments Feature at any time, for any reason (including for a violation of the Agreement, the failure to pay applicable fees for the Automate Payments Feature, or inactivity), in SquareWorks’ reasonable discretion, without SquareWorks incurring any liability to Customer. If SquareWorks suspends or terminates Customer’s account or access to the Automate Payments Feature, SquareWorks will use commercially reasonable efforts to provide notice to Customer, but will not be required to do so and will not be liable for failure to do so.
6. Funds.
Customer agrees to have sufficient funds in the accounts it uses to make its payments through the Automate Payments Feature. If there are insufficient funds in such account, Customer shall: (i) be fully responsible for any and all amounts payable in connection with any such payment, including amounts payable to SquareWorks,; (ii) pay any and all amounts payable in connection with any such payment, including amounts payable to SquareWorks, immediately; and (iii) indemnify, defend, and hold harmless SquareWorks for any fees, penalties, damages, interest, or other liabilities incurred by SquareWorks (including without liability any fees or penalties imposed on SquareWorks by Dwolla, Corpay (as defined below), or another third party) as a result thereof. In addition, Customer shall also pay SquareWorks a fee of ten percent (10%) of any such insufficient amounts to cover SquareWorks’ cost and efforts in connections therewith.
7. Legal Age of Use.
We do not knowingly collect information from minors (individuals below 18 years). To use the Automate Payments Feature, you must be the age of legal majority in your place of residence. By using the Automate Payments Feature, you hereby represent that you are at least the age of legal majority in your place of residence. We do not use an application or other mechanism to determine the age of users of the Automate Payments Feature. All information provided to SquareWorks will be treated as if it was provided by an adult. If, however, we learn that a minor has submitted information about himself/herself to us, we will delete the information as soon as possible.
8. Transaction Reversal and Your Liability.
For the avoidance of doubt, you are solely responsible for your and your end users’ payment activity initiated using the Automate Payments Feature, including, without limitation, any fraudulent activity. SquareWorks has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by you or your end users may: (a) be reversed in accordance with SquareWorks’, Dwolla’s, Dwolla’s partners’, Corpay’s, or Corpay’s partners’ (as applicable) risk management policies, (b) be reversed in accordance with applicable Law, including without limitation, by ACH return as defined under the Nacha Rules, (c) fail due to your error or end user error, (d) fail due to the provision of inaccurate information by you or your end user; or (e) be cancelled or rejected by an end user or the end user’s financial institution (each, a “Reversal”). Except for any Reversal made in error by SquareWorks or Dwolla, you are liable to SquareWorks for any and all losses caused by Reversals and any other Customer account activity, whether or not authorized by you or the end user, including unauthorized or erroneous activity initiated by you or your end users through the Application, whether through misconduct, negligence, error, or otherwise. In addition to any other rights available to SquareWorks under the Agreement or this Exhibit B, you authorize SquareWorks to recover any such amounts due, including to SquareWorks by debiting the available balance in your Customer account and if the available balance in your Customer account is insufficient, you authorize SquareWorks to take any of the following actions to recover the remaining amounts from you: (x) debit your account; (y) request immediate payment from you, and, if payment is not received timely, engage in collection efforts; and (z) pursue any rights or remedies available under any of your agreements with SquareWorks, including the Agreement, for failure to pay amounts owed to SquareWorks, including, without limitation, termination for non-payment. SquareWorks may require that you provide a personal guaranty for any amounts owed under the Agreement. In the event that your Customer account has an unacceptable number or rate of Reversals, SquareWorks reserves the right to immediately restrict or suspend your use of the Services, including by terminating the Agreement.