Billing & Subscription Agreement

By checking the box indicating “I agree to the Billing Agreement,” You enter into and agree to be bound by the terms of this Billing and Subscription Agreement (“Agreement”) between You and Cardless PayTech LLC (“CP”), an Illinois limited liability company. (CP and You may be collectively referenced herein as the “parties,” or individually as a “party.”)

RECITALS

WHEREAS, You desire to subscribe to CP’s application, software, and website for verifying and processing your customer’s check payments (“CP’s Service”);
WHEREAS, CP desires to allow You to subscribe to CP’s Service on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Agreement as though set forth fully herein.

2. Subscription. You hereby agree to subscribe to CP’s Service, which includes access to and use of the applications and websites which comprise CP’s Service. You may subscribe to either the Business Premium or Enterprise packages, described herein (either referred to herein as “Your Subscription”). Your Subscription is subject to (a) all other terms and conditions set forth in this Agreement, and (b) the Terms and Conditions of CP’s Service, as may be modified from time to time by CP, which are available at Terms and Conditions and which are hereby incorporated by reference into this Agreement.

(a) Subscription Term. The length of Your Subscription is thirty (30) days.
(b) Renewal. Your Subscription will automatically renew every thirty (30) days until terminated in accordance with section 8 of this Agreement.
(c) Each 30-day period of your subscription term or of any renewal may be referred to herein as a “Subscription Month.”

3. Benefits of Subscription Packages. CP offers the following subscription packages, with the respective benefits of each as follows:

(a) Business Premium. The Business Premium package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• 95 Instant Verifications per month;
• 95 Advanced Verifications per month;
• Phone and Email Customer Support;

(b) Enterprise. The Enterprise package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• 195 Instant Verifications per month;
• 195 Advanced Verifications per month;
• Phone and Email Customer Support;

(c) Business. The Business package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• 45 Instant Verifications per month;
• 45 Advanced Verifications per month;
• Phone and Email Customer Support;

(d) Enterprise Plus. The Business package includes:

• Unlimited Check Processing;
• Unlimited Routing Number Validation;
• Creation of Pay by Check Invoice link;
• Unlimited Instant Verifications per month;
• Unlimited Advanced Verifications per month;
• Phone and Email Customer Support;
• Tailored Pricing;
• Dedicated Account Support;
• Integration Support;

4. Payments; Automatic Payment Method.



(c) Changes in payment amount. You agree that CP shall have the right to change the payment amounts set forth in section 4(a) without advanced notice to You.

5. CP’s Rights in Event of Non-Payment. If CP is unable for any reason to obtain the monthly payment amount due from the payment information provided by You, CP shall issue written notice to the email address affiliated with You stating that CP was unable to process Your monthly payment, and that if You do not correct the failed payment within five (5) business days, CP will have the right to terminate Your Subscription. You then have five (5) business days following the issuance of such notice to cure the non-payment, and if necessary, provide new payment information in order to avoid having Your Subscription terminated.

6. Refund Policy. CP will issue a refund only (a) in the event that Your account is mistakenly overcharged or charged repeatedly for the same monthly payment, provided that any overcharge is reflected in a difference between the monthly payment then in effect for Your Subscription and the amount charged to Your payment account, or (b) for any reason not set forth herein that is required under the statutes or administrative rules in your jurisdiction. CP will NOT be obligated to issue a refund in any other circumstances, including but not limited to if You are dissatisfied with Your Subscription, if You suffer an outage as described in section 9(a), or if You do not use Your Subscription or any benefits thereof.

7. Credit Information Check. YOU AUTHORIZE US TO OBTAIN CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES WE DETERMINE ARE NECESSARY. ON YOUR WRITTEN REQUEST, WE WILL INFORM YOU WHETHER WE HAVE REQUESTED A CONSUMER CREDIT REPORT AND THE NAME AND ADDRESS OF ANY CONSUMER CREDIT REPORTING AGENCY THAT FURNISHED A REPORT. YOU ACKNOWLEDGE WITHOUT FURTHER NOTICE THAT WE MAY USE OR REQUEST ADDITIONAL CREDIT BUREAU REPORTS TO UPDATE OUR INFORMATION.

8. Termination.



9. Disclaimers.


10. Limited Warranty; Disclaimer of Other Warranties. CP’S SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CP HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AVAILABILITY OF CP’S SERVICE; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION THROUGH CP’S SERVICE—INCLUDING BUT NOT LIMITED TO ANY INFORMATION THAT IS SUBMITTED BY ANY CUSTOMER OF YOURS AND ANY TYPOGRAPHICAL ERRORS BY CP OR ANY OTHER USER; AND ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH CP’S SERVICE, CONTENT AND MATERIALS ON THE APPLICATION AND/OR SITE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH CP’S SERVICE, CONTENT, MATERIALS AND APPLICATIONS IS BORNE BY YOU. CP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Damages. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THAT ARISE OUT OF OR ARE RELATED TO CP’S SERVICE OR ITS REWARDS, OR TO ANY BREACH OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT CP IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CP LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR CUSTOMERS, OTHER USERS OF CP’S SERVICE, AND OPERATORS OF EXTERNAL SITES/APPLICATIONS AND SERVICES—INCLUDING BUT NOT LIMITED TO THIRD-PARTY PAYMENT PROCESSORS OF YOUR BILLING PAYMENTS TO CP. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CP IS TO STOP USING CP’S SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU HEREBY RELEASE CP AND CP’S AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12. Indemnification. You hereby agree to indemnify, defend, and hold CP harmless from and against any and all costs or expenses, including reasonable attorney’s fees, in connection with any claims made or actions brought against CP that arise from (i) Your negligence, (ii) Your misuse or unauthorized use of CP’s Service, (iii) CP’s reasonable reliance on any information from or representation by You, (iv) any act or omission of You, or (v) any breach of this Agreement by You. The indemnifications granted herein shall survive the expiration or termination of the Agreement.

13. No Assignment or Subleasing. You shall not encumber, assign, or otherwise transfer this Agreement, any right or interest in or under this Agreement, or any right or interest in Your Subscription without the prior express written consent of CP. You shall not sublease Your Subscription, or any part thereof, or allow any other persons, other than Your agents and employees, to use Your Subscription or any part thereof without the prior written consent of CP. Any encumbrance, assignment, transfer, or subletting without the prior written consent of CP, whether it be voluntarily or involuntary, by operation of law, or otherwise, is void and shall, at the option of CP, terminate this Agreement.

14. Authority. By signing this Agreement, the person signing on behalf of any entity or organization that is not a real person (i.e., an individual) represents that he or she is duly authorized by the entity on behalf of which he or she is signing this Agreement to bind such entity and its successors and assigns to the responsibilities, duties, and obligations set forth herein.

15. Miscellaneous