Master Subscription Agreement

Addendum A
SERVICE TERMS for ResMan Payments
The following terms (“Payment Service Terms”) apply to the use of the ResMan Payments payment processing service (“Payment Services”) offered in conjunction with the Agreement. These Payment Service Terms only apply to ResMan customers who have selected and been approved for ResMan Payments as an applicable service on their Order Form (each, a “Customer”) accepted by ResMan.The Payment Service Terms only apply to Customer’s use of ResMan Payments. Capitalized words which are used in the Payment Service Terms, but not defined in the Payment Service Terms, have the meaning given to such words in the Agreement. In the event of any conflict between these Payment Service Terms and the Agreement, these Payment Service Terms will apply as to the specific Payment Services and the Agreement will control for all other purposes.
  • 1. Third Party Payment Processor
    Customer acknowledges that ResMan is not currently licensed as a merchant payment processor. ResMan will instead serve as a data processor transmitting requests for merchant payment processing services to ResMan’s payment processing service provider or another third party selected by ResMan and reasonably acceptable to Customer (“Payment Processor”). Customer will be required to enter into a separate agreement (“Processor Agreement”) directly with the Payment Processor in order for ResMan to transmit Customer’s payment requests to the Payment Processor and for the Payment Processor to complete the payment transactions placed by Customer on Customer’s behalf.The Payment Processor and its merchant banks will determine Customer’s eligibility for payment processing in accordance with their own underwriting criteria. The Payment Processor and its merchant banks must approve the transactions submitted by or on behalf of Customer. ResMan cannot assure Customer that it or its transactions will be accepted or approved by the Payment Processor or its merchant banks.Nothing in the Terms or these Payment Services Terms shall reduce the liability or obligations of Customer under the Processor Agreement. ResMan may terminate the provisions of the Payment Services to Customer immediately in the event that (i) the Processor Agreement between Customer and the Payment Processor is terminated (or is not executed within a reasonable amount of time after ResMan accepts the Order Form providing for Payment Services); (ii) the agreement between ResMan and the Payment Processor is terminated or expires; or (iii) if any payment network or entity having jurisdiction over Payment Processor indicates that Payment Processor may no longer provide merchant services.
    ResMan will not have direct access or control of Customer’s funds. Transactions will be processed through an ID established by the Payment Processor for Customer that enables ResMan and the Payment Processor to facilitate such payments (“Merchant ID”). Each Merchant ID will be exclusively for a specific Customer. It is Customer’s responsibility to maintain the confidentiality of Customer’s login credentials. Sharing credentials or a Customer’s Merchant ID for another’s use is strictly prohibited.
    The Payment Processor will either receive transaction settlement proceeds in a bank account that it owns and controls or the proceeds will be settled to an account of the Payment Processor’s own processor; in either case, the applicable funds will then be settled to an account designated by Customer to the Payment Processor less the below Payment Services Fees, which will be retained and shared by ResMan and the Payment Processor.
    2. Payment Processing Fees
    Customer agrees to pay any and all applicable fees applicable to Payment Services as set forth on the Order Form.
    3. Compliance with Laws and Applicable Policies
    Customer and ResMan each agree at all times to comply with all applicable laws, rules and regulations, as well as applicable industry rules including but not limited to those of the Automated Clearing House (“ACH”), and card association rules. Customer agrees to comply with all applicable policies, rules and requirements of the Payment Processor and its applicable merchant banks.
    4.  Prohibited Persons
    All of the following Persons are prohibited from using the Payment Services and Customer represents and warrants that it does not fall into any of the following classes: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control, Specially Designated Nationals List; (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have been previously terminated for cause under a contract with Payment Processor; and (iv) Persons who are not both domiciled and resident in the United States. “Persons” means any individual, corporation (including any not for profit corporation), general or limited partnership, limited liability partnership, joint venture, estate, trust, firm, company (including any limited liability company or joint stock company), association, organization, entity or governmental authority.
    5.  Limitation of Warranty and Liability for Payment Services
    ResMan makes no representation or warranty on behalf of the Payment Processor. Except as expressly set forth in the Agreement, the Payment Services are provided by ResMan without representations or warranties of any kind, whether express, implied, by operation of law, or otherwise, including, without limitation, any implied or statutory warranties of merchantability or fitness for particular purpose. In no event shall ResMan be liable for any indirect, special, punitive, incidental or consequential damages whatsoever of any kind, including without limitation, loss of profits, revenue, data or damages from loss of use or delay, arising out of or in connection with the Payment Services (however arising, under any theory including but not limited to negligence, tort, contract, strict liability or under statute), even if ResMan has been informed in advance of the possibility of such potential claim, loss or damage. The total aggregate liability of ResMan for damages for any action related to the Payment Services will in no event exceed the amount of the fees paid to ResMan in connection with the particular Payment Services transaction giving rise to damages alleged.