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Neon Payments Terms of Service

The Terms and Conditions described here constitute a legal agreement (“Agreement”) among the sole proprietor or business listed as the “Merchant” in the Neon Payment service registration page, (the “Merchant” on the registration page, sometimes referred to as “you,” “your”, “user”), Z2 Systems, Inc. (“Neon Payments”, “NeonCRM”, “NeonRaise”), Stripe, Inc. (“Stripe”), and Wells Fargo, N.A. (“Wells Fargo”, collectively with Neon Payments and Stripe referred to as “we”, “our” or “us”).

The Neon Payments Service (the “Service”)

1. Our Role

The Neon Payments service (“Neon Payments” or the “Service”) is a payment service that helps you accept and process credit card, debit card and other types of card payments (collectively “cards”) from your customers in exchange for your products and services for internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). At your election, Neon may also provide Electronic Fund Transfer (“EFT” or “ACH” or “eCheck”) allowing for payments directly from your customers bank accounts. Furthermore, Neon may also provide you with card reader equipment and software (the “POS Equipment”) to enable you to accept in- person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”) as well as manually entered transactions (“Keyed Transactions”). While Neon leverages Stripe technologies, Neon is an independent merchant account provider and manages under a separate account. Neither Neon nor Stripe is a bank or a money services business (“MSB”) nor do they offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for the products or services purchased using our Service. You will be required to register for a service account to use the Service (see “Getting a Service Account” below). This account allows you to review card transactions that are in the process of settling from Payment Networks (as defined below) and us to your designated settlement bank account.

2. Our Software

Stripe and Neon provide the payment software to enable you to use the Service. We reserve the right to require you to install or update any and all software updates to continue using the Service. The foregoing offering is separate and distinct from the Neon e-commerce and other services that are provided by Z2 Systems, Inc. under separate terms and conditions, which are independent of this Agreement (such services being a “Neon Service Account” and such agreement being the “Neon Payments Agreement”).

Our Service also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Visa Europe Ltd, Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”) and MasterCard International Incorporated (“MasterCard”), Discover, American Express or other applicable card network (collectively, the “Payment Networks”) payment rules.

3. POS Equipment

If you choose, Neon may be able to provide POS Equipment that will permit you to accept CP Transactions and Keyed Transactions. Please check with Neon representatives concerning the availability of POS Equipment.

When using Neon POS hardware or software, you agree to separate Neon POS Terms of Agreement incorporated into this Agreement by reference.

4. Authorization for Handling of Funds

By accepting this Agreement, you authorize Wells Fargo to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Payment Networks. You further authorize Stripe, on behalf of Neon, to instruct Wells Fargo in the manner of how your card transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a paper check payable to you) and the timing of such disbursements. You also authorize Wells Fargo to hold settlement funds in a deposit account at Wells Fargo pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account at Wells Fargo pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest or grant any security interest or lien in the settlement funds or the deposit account at Wells Fargo. From time to time, we may make available to you information in the Service Account regarding anticipated settlement amounts that we have received on your behalf from the Payment Networks and are being held by us pending settlement. The settlement information reflected in the Service Account is for reporting and informational purposes only, and does not create any ownership or other rights in settlement funds, which are provisional credits only, until such funds are credited to your designated bank settlement account. Your authorizations set forth herein will remain in full force and effect until your Service Account is closed or terminated.

5. Payment Methods

The Neon Payments card processing service supports any U.S.-issued card and most non-U.S. issued cards with a Payment Network logo, including credit, debit, pre-paid, or gift cards. Neon will only process card transactions that have been authorized by the applicable Payment Network or card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your products and services, and Neon does not guarantee or assume any liability for transactions authorized and completed which may later be reversed or charged back (See Chargebacks section below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Neon may add or remove one or more types of cards as a supported payment card any time without prior notice to you.

6. Customer Service

Stripe and Neon will provide you with customer service to resolve any issues relating to your Service Account, your card payment processing and use of our software, and the distribution of funds to your designated bank settlement account. You and you solely, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Service.

7. Taxes and Reporting

It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities (including, e.g., 1099 forms) regarding transactions that we process and merchants to which we provide card payment services.

Pursuant to the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third party network transactions with merchants occurring in that calendar year as required by law.

8. Security

Neon and Stripe maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

9. Data Security

You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as “Data”) on your website. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”), as applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI-compliant service providers in connection with the storage, or transmission of Card Data, defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards.

10. Audit Right

If we believe that a security breach or compromise of data has occurred, Neon may require you to have a third party auditor that is approved by Neon conduct a security audit of your systems and facilities and issue a report to be provided to Neon, financial banks, and the Payment Networks.

11. Privacy

Your privacy and the protection of your data are very important to us. Neon works with Stripe to provide the Neon Payments service, and both Neon and Stripe may collect or receive certain personal data about you and your customers. For more information about Neon’s privacy practices, you should review https://www.neoncrm.com/privacy and for more information about Stripe’s privacy practices, you should review https://stripe.com/us/privacy. Reviewing these policies will help you understand how we collect, use and safeguard the information you provide to us.

12. Privacy of Others

You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to us, or allow Neon or Stripe to collect, use, retain and disclose any Cardholder Data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we are processing credit card transactions for you and obtaining Data from such customers. We will provide some or all of the Service from systems located within the United States or countries outside of the United States. As such, it is your obligation to disclose to your customers that Cardholder Data may be transferred, processed and stored outside of the United States and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.

If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service.

You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the buyer customer.

13. Restricted Use

You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Cardholders,(ii) submit any card transaction for processing that does not arise from your sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent card transaction, or (v) use your Service Account or the Service in a manner that Visa, MasterCard, American Express, Discover or any other Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network rules.

You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.

14. Suspicion of Unauthorized or Illegal Use

We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other Neon or Stripe agreement, or exposes you, other Neon Payments users, our processors or Neon or Stripe to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your Service Account if we reasonably suspect that your Service Account has been used for an unauthorized, illegal, or criminal purpose.

15. Payment Network Rules

The Payment Networks have established guidelines, bylaws, rules, and regulations (“Payment Network Rules”). You are required to comply with all Payment Network Rules that are applicable to merchants. You can review portions of the Payment Network rules at Visa and MasterCard. The Payment Networks reserve the right to amend the Payment Network Rules. Stripe, acting on behalf of Neon, reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.

16. Disclosures and Notices

You agree that Neon can provide disclosures and notices, including tax forms such as the IRS form 1099-K, regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Service Account, or mailing them to the address listed in your Service Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.

17. Automatic Reminders

We may use email to provide messages to you about your Service Account. You agree that we will not be liable to you for any such electronic communications, even if information is communicated to an unintended recipient. You agree to immediately notify us if you change telephone numbers or email addresses. Furthermore, you agree to immediately notify us if you are no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.