Payrix Pro Platform Agreement
This Payrix Pro Platform Agreement (the “Agreement”) is between the entity accepting this Agreement (“Platform”) and Payrix Solutions, LLC (“Payrix”). Capitalized terms not otherwise defined in this Agreement are defined in Section 24 of this Agreement.
Platform is in the business of providing Platform Services to Platform Clients. Payrix is a registered payment facilitator in accordance with the Rules and, together with Processor and Bank, is in the business of providing Merchant Services to merchants, sub-merchants and other third parties. Platform wishes to enable Platform Clients to enter into a Payrix Sub-Merchant Agreement in order to become Payrix Sub-Merchants.
1. Merchant Services
Payrix will provide Merchant Services to Payrix-Sub-Merchants in accordance with the terms and conditions set forth in the Payrix Sub-Merchant Agreement, including the service levels set forth in Exhibit B to this Agreement. Payrix may, in its sole but reasonable discretion, refuse to enter into a Payrix Sub-Merchant Agreement with a Platform Client if Payrix determines in good faith that such Platform Client does not meet Payrix’s underwriting criteria. Payrix may terminate a Payrix Sub-Merchant Agreement only in accordance with the provisions set forth in the applicable Payrix Sub-Merchant Agreement. Payrix makes no representations as to whether Bank or Processor will make Merchant Services available to Payrix Sub-Merchants. With respect to Merchant Services, each of Bank, Processor and Payrix have their own distinct underwriting criteria and process which may result in the denial by any of them of the availability of Merchant Services to Payrix Sub-Merchants.
2. Platform Obligations
Platform agrees to promote Payrix’s Merchant Services under this Agreement to all Platform Clients that utilize electronic payment processing services on a Preferred Basis. Payrix and Platform agree to make all reasonably required technical and risk mitigation updates to the Integration in an effort to maintain the Integration in compliance with applicable laws and the Rules. Platform and Payrix shall collectively ensure that evidence of a Platform Client’s acceptance of the terms and conditions of the Payrix Sub-Merchant Agreement are captured and stored electronically. Additionally, Platform agrees to promptly respond to any complaints from Payrix Sub-Merchants communicated to Platform, and to communicate the issues surrounding any such complaints to Payrix. Platform shall make no representations or warranties regarding Payrix or the Merchant Services other than as expressly authorized in writing by Payrix. Platform and Payrix shall perform its respective duties and obligations hereunder in compliance with all applicable federal, state and local laws, rules and regulations and all applicable Rules. Payrix hereby grants Platform a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software during the term of this Agreement only in connection with the Merchant Services. To the extent Platform systems are integrated with Payrix systems during the term of this Agreement, Platform shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Integration, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.
3. Platform Access
During the term of this Agreement and each term of an applicable Payrix Sub-Merchant Agreement, Payrix shall grant Platform and each applicable Payrix Sub-Merchant access to the Integration such that Platform and/or Payrix Sub-Merchants, as applicable, will be able to deliver payment transaction information to and from Payrix for and on behalf of each applicable Payrix Sub-Merchant. Platform will ensure that, to the extent Platform avails itself of the Integration and participates in the flow of data between Payrix and the Payrix Sub-Merchants, it (i) delivers and receives accurate payment transaction information to and from Payrix via the Integration on behalf of Payrix Sub-Merchants, and (ii) can receive disclosures from Platform on behalf of each Platform Client that becomes a Payrix Sub-Merchant. Platform shall not grant any third-party access to Merchant Services except pursuant to a Payrix Sub-Merchant Agreement. In operating under the Integration, each party shall be liable for the security of their respective systems.
4. Prohibited Activities
Platform shall refrain from using the Integration, Platform Services or Merchant Services to assist or participate in any illegal activity or any Prohibited Activity. Platform further agrees to promptly notify Payrix if Platform becomes aware of any Payrix Sub-Merchant engaging in any illegal activity or Prohibited Activity.
Platform will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Merchant Services or the Software; modify, translate, or create derivative works based on the Merchant Services, Payrix’s portion of the Integration or any Software (except to the extent expressly permitted by Payrix or authorized within the Merchant Services); or remove any proprietary notices or labels. Platform represents, covenants, and warrants that Platform will use the Merchant Services, the Integration and the Software only in compliance with any applicable laws and the Rules. Additionally, Platform will, at its own expense, submit to Payrix for Payrix’s prior written approval, all marketing materials not originally provided by Payrix to Platform that Platform intends to use in the marketing or promotion of the Merchant Services. Platform will not, without the prior written consent of Payrix, resell, offer, refer or otherwise make available the Merchant Services, access to the Software or access to the Integration to any third parties other than Platform Clients that are direct customers or clients of Platform. The Merchant Services, access to the Software and access to the Integration provided by Payrix pursuant to this Agreement may not be resold or otherwise utilized by Platform in support of any other platform or software provider other than Platform in accordance with the terms and conditions set forth in this Agreement. Payrix will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform Services; modify, translate, or create derivative works based on the Platform Services; or remove any proprietary notices or labels. Payrix represents, covenants, and warrants that Payrix will perform the Merchant Services and utilize the Integration only in compliance with applicable laws and the Rules.
6. Prohibited Merchants
All of the following Persons are prohibited from using the Integration and Merchant Services: (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 by Payrix or any of its Affiliates; (iv) Persons who are not both domiciled and resident in the United States; and (v) Persons engaging in a Prohibited Activity.
Payrix shall pay Residuals to Platform in respect of Payrix Sub-Merchants as set forth in Exhibit A to this Agreement. Payrix will provide reporting to Platform with respect to Residuals in sufficient detail to enable Platform to verify the Residuals paid hereunder. Residuals will only be paid with respect to payment transactions submitted to Payrix by Payrix Sub-Merchants through the Integration, and Payrix will not replace the Integration with substitute integrations in order to circumvent any payment obligations hereunder. Payrix shall maintain records of Payrix Sub-Merchants’ use of the Merchant Services and shall use such records to calculate Residuals payable hereunder. Payrix may set off against any Residuals otherwise owing to Platform for any sums that are due and payable to Payrix under this Agreement. Subject to all set off rights set forth in this Agreement, Residuals shall be paid during the term of this Agreement and shall continue until such time as Platform has exercised its rights under Section 22, below.
8. Merchant Fees and Platform Fees
Each Payrix Sub-Merchant Agreement shall contain provisions for the payment by Payrix Sub-Merchants of Merchant Fees to Payrix. The amount of Merchant Fees payable by a Payrix Sub-Merchant shall be posted on the Site or indicated to Platform on the Integration. Platform acknowledges that Merchant Fees are subject to change as per the Payrix Sub-Merchant Agreement. Platform will pay Payrix the Platform Fees as posted on the Site or indicated to Platform on Integration. All references in this Agreement or otherwise to specific pass-through fees or charges (such as specific vendor charges, Payment Network charges, interchange, assessments and the like) will be broadly interpreted to include all third-party costs directly incurred by Payrix in the performance of services under this Agreement, and any references in this Agreement or otherwise regarding “custom development”, “engineering support” shall be deemed to be a request for integration support after go live date or a custom development request outside of the scope of the Payrix platform unless otherwise specifically noted. If Platform believes that Payrix has billed Platform incorrectly, Platform must contact Payrix no later than 90 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Unpaid Platform Fees are subject to a finance charge of 1% per month on any outstanding balance, plus all expenses of collection.
9. Payrix Sub-Merchant Liability
Platform shall hold Payrix harmless from, and indemnify Payrix against, any Payrix Sub-Merchant Loss, except to the extent that such loss is directly related or attributable to the fraudulent or grossly negligent conduct of Payrix.
10. Term and Termination
This Agreement will become effective on the Effective Date, will remain in effect for three (3) years thereafter (“Initial Term”), and will automatically renew for additional successive one (1) year periods (“Renewal Term”) unless terminated in accordance with the provisions of this Agreement. Either party may elect not to renew this Agreement for a Renewal Term by providing the other party written notice of its intention to not renew this Agreement at the end of the Initial Term or any Renewal Term at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.Either party may terminate this Agreement upon written notice if any Payment Network or entity having jurisdiction over Payrix’s business indicates that Payrix may no longer provide the Merchant Services. Either party may terminate this Agreement upon the occurrence of an Event of Default (defined below). Each of the following occurrences will constitute an “Event of Default” under this Agreement: (A) The other party: (i) files for bankruptcy, dissolution, liquidation or any similar proceeding, (ii) had such a proceeding instituted against it and such proceeding is not dismissed within 60 days, (iii) makes an assignment for the benefit of its creditors or an offer of settlement to its creditors generally, or (iv) a trustee, conservator, receiver or similar fiduciary is appointed for that party or substantially all of that party’s assets; (B) Any representation or warranty made by either party under this Agreement proves to have been false or misleading in any material respect as of the date made, or becomes false or misleading in any material respect at any time; (C) Either party breaches any material obligation specified in this Agreement, and such breach is not cured within 30 days of receipt of written notice thereof from the non-breaching party; or (D) Either party engages in any act or omission that may materially damages the reputation, business, or goodwill of the other party.
11. Intellectual Property
Each party reserves all rights not expressly granted to the other party in this Agreement. Payrix owns the title, copyright and other worldwide intellectual property rights in the Merchant Services, Payrix Sub-Merchant Agreements, and its portion of the Integration and all copies thereof. This Agreement does not grant Platform any rights to Payrix’s trademarks or service marks, nor may Platform remove, obscure, or alter any of Payrix’s trademarks or service marks included in the Integration or Merchant Services. All comments and suggestions concerning the services of Payrix provided to Payrix shall be the property of Payrix and Platform shall not have any rights therein. Platform owns the title, copyright and other worldwide intellectual property rights in the Platform Services, Platform Agreements, and its portion of the Integration and all copies thereof. This Agreement does not grant Payrix any rights to Platform’s trademarks or service marks, nor may Payrix remove, obscure, or alter any of Platform’s trademarks or service marks included in the Platform Services or Merchant Services. Platform hereby grants to Payrix the right to reproduce, publish and display Platform’s trademarks and logos in promotional and marketing materials and electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to this Agreement or the services provided by Payrix hereunder. Payrix shall strictly comply with all standards with respect to Platforms trademarks and logos, which may be furnished by Platform to Payrix from time to time. All comments and suggestions concerning the services of Platform provided to Platform shall be the property of Platform and Payrix shall not have any rights therein.
Each party shall indemnify, defend and hold the other party and its employees, directors, and agents harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party that arises out of or relates to: (i) any actual or alleged breach of the party’s representations, warranties, or obligations set forth in this Agreement; (ii) the party’s violation of any third-party rights, including without limitation any right of privacy, publicity rights or intellectual property rights; or (iii) the party’s violation of any applicable law or the Rules. If the Merchant Services or any component thereof becomes, or in Payrix’s opinion is likely to become, the subject of a claim of infringement, then Platform shall permit Payrix, at Payrix’s sole option and expense, either to (i) procure for Platform and the Payrix Sub-Merchants the right to continue using the Merchant Services as permitted in this Agreement, or (ii) replace or modify the affected Merchant Services or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, Payrix is unable to cure the infringement, either party may immediately terminate this Agreement.
EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THE AGREEMENT, THE MERCHANT SERVICES, THE PLATFORM SERVICES, THE INTEGRATION AND ALL UNDERTAKINGS OF THE PARTIES HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE INTEGRATION IS AT EACH PARTY’S OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THE AGREEMENT, EACH PARTY PERFORMS HEREUNDER WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
14. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, UNDER no circumstances shall EITHER PARTY’S total LIABILITY arising out of or related to THIS AGREEMENT EXCEED the amount of RESIDUALS actually paid by PAYRIX TO PLATFORM during the twelve (12) months prior to the event giving rise to the liability, regardless of whether any action or claim is based on a warranty, contract, tort, or otherwise. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY: (I) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE INTEGRATION, THE MERCHANT SERVICES OR THE PLATFORM SERVICES; (II) BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE INTEGRATION, THE MERCHANT SERVICES OR THE PLATFORM SERVICES; OR (III) REFUSAL OF BANK, PROCESSOR OR PAYRIX TO ACCEPT PLATFORM AS A CLIENT OR ANY PLATFORM CLIENT AS A CLIENT OR THE DECISION BY ANY OF THE ABOVE TO WITHHOLD OR TERMINATE PROCESSING FOR PLATFORM, A PAYRIX SUB-MERCHANT OR ALL PAYRIX SUB-MERCHANTS.
Unless otherwise required by law, the parties shall, and shall cause their Affiliates to, hold in strict confidence at all times following the date hereof all Confidential Information of the other party, and neither party nor any of its Affiliates shall use such Confidential Information for any purpose other than for the performance of such party’s duties and obligations hereunder. If either party breaches, or threatens to breach, any of the provisions of this section, in addition to any other rights the injured party may have, including a claim for damages, the injured party shall have the right to seek to have the provisions of this section specifically enforced, and breaching party’s breach or threatened breach enjoined, by any court of competent jurisdiction, without presentment of a bond (such requirement being expressly waived), it being agreed that any breach or threatened breach of this section would cause irreparable harm to injured party in that money damages would not provide an adequate remedy.
16. Data Protection
Each Party will only use Data as permitted by this Agreement. Neither Party may use any Card Data, Personal Data or Payrix Sub-Merchant Data to market products or services to third parties unless it has received the express consent from the legal owner of such Data to do so. Each Party agrees to protect Data in compliance with the terms and conditions set forth in this Agreement, applicable law and the Rules. Without limiting the foregoing or anything else set forth in this Agreement, each Party will comply with the Payment Card Industry Data Security Standards (“PCI DSS”) and will, by contract, require its Affiliates, agents and service providers to comply with PCI DSS as applicable. Each Party is solely responsible for the security of any Data on its website, servers, or that such Party is otherwise authorized to possess, access or handle. Provided the following are done in full compliance with this Agreement (specifically including the restrictions regarding use of Confidential Information), applicable law and the Rules, either Party may (a) process, analyze, and manage Data to provide services to its clients; (b) use Data to mitigate fraud, financial loss, or other harm to its clients and itself; (c) use Data to analyze, develop and improve its products, systems, and tools; and (d) disclose Data solely in aggregate or other de-identified form.
17. Governing Law; Jurisdiction; Venue
The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Texas applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws’ provisions thereof. The Federal and state courts located in Dallas County, Texas shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
18. Platform Information
Platform agrees to truthfully and fully complete any form of services application reasonably requested by Payrix from time to time concerning Platform and its principals, including but not limited to any request for financial information of Platform. Platform shall notify Payrix promptly of any changes in any information previously provided. Platform understands agrees that one or more credit reports may be obtained by Payrix from various reporting agencies. Platform (which term shall include its shareholders, officers and guarantors (if any) in this consent) understands that this report may include information with respect to public record information, criminal records, and a variety of other personal or private information, and such information shall be deemed Platform’s Confidential Information and may be used for only lawful purposes. The information obtained will not be provided to any parties other than to designated authorized representatives of Payrix. Platform further understands that most reporting agencies will not give out information about Platform to Payrix without Platform’s written consent. Platform hereby authorizes Payrix now, or at any time while it is party to this Agreement, to obtain credit reports on Platform. A copy, fax or scan of this consent shall be considered as effective and valid as the original.
19. Amendment of Agreement
This Agreement may be amended by written agreement signed by both parties hereto.
Either Party may assign this Agreement to any Affiliate or successor-in-interest to all or substantially all of its assets or equity securities without the consent of the non-assigning Party.
21. Disclosures and Notices; Electronic Signature Consent
Platform agrees that the submission of registration documentation to Payrix by Platform’s representative constitutes Platform’s electronic signature, and Platform consents to the electronic provision of all disclosures and notices from Payrix, including those required by applicable law. Platform also agrees that its electronic consent will have the same legal effect as a physical signature.
Notwithstanding anything to the contrary, Platform shall have the non-terminable right, at any time during the Initial Term or any Renewal Term, to transfer, some or all of the Payrix Sub-Merchants and the Payrix Sub-Merchant Agreements (including all Data), to Platform by providing Payrix written notice and entering into a premium-level agreement with Payrix, the terms and conditions of such agreement to be negotiated and agreed to by Payrix and the Platform in good faith.
23. Miscellaneous Provisions
This Agreement and its schedules constitute the entire understanding and agreement between the parties and supersedes any and all prior discussions, agreements, promises and correspondence, whether oral or written, with regard to the subject matter hereof or otherwise, including (without limitation) any memorandum of understanding between the parties. Upon Payrix’s reasonable request, Platform will allow Payrix (or any representatives of Payrix that are subject to a binding non-disclosure agreement with Platform and Payrix) to visit Platform’s offices and/or examine Platform’s records with regard to its compliance with this Agreement. Payrix shall provide no less than 10 business-days’ written notice of any planned inspection. Such inspection shall be conducted in a manner as to not interfere with Platform’s day to day operations. Headings in this Agreement are included for reference purposes only and are not to be used in interpreting this Agreement. No failure, delay of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and the unenforceable provision shall be enforced to the maximum extent permissible under law. Nothing in this Agreement shall be construed or be deemed to create any rights or remedies in or for the benefit of any third party. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. For greater certainty but without limitation, the indemnification, limitation of liability and confidentiality clauses shall survive termination hereof.
“Affiliate” means, with respect to any party, any corporation, company, partnership or other entity which is directly or indirectly controlled by such party or is directly or indirectly controlled by a Person that is the same as that which controls the party. For the purposes of this definition, control shall mean ownership of half or more of the voting interests in an entity.
“American Express” means American Express Travel Related Services Company Inc.
“Bank” means a member of a Payment Network that sponsors Payrix as a payment services provider, payment facilitator or otherwise in order to enable Payrix to supply the Merchant Services.
“Card” means a payment card or account number issued by or through a Payment Network member to a Customer.
“Card Account Details” means the Card account details for a Customer, and includes the Customer’s Card account number, Card expiration date, and CVV2.
“Card Data” means Card Account Details, information communicated to or by the Payment Network, Bank or Processor, financial information regarding a Card specifically regulated by applicable law and the Rules, and any other information used with the Merchant Services to complete a payment transaction.
“Confidential Information” means all non-public, proprietary data or information of any party hereto which is valuable to the operation of such party’s business, including but not limited to trade secrets, methods, processes, procedures, client lists, customer lists, vendor information and financials, and is (i) treated by such party as confidential, (ii) designated by such party in writing as confidential; or (iii) would be viewed as confidential by a reasonably prudent person. Confidential Information does not include information that: (a) is public knowledge at the time of disclosure by the disclosing party; (b) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this Agreement or by breach of a third party’s confidentiality obligations; (c) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (d) is independently developed by the receiving party.
“Customer” means any Person that procures or seeks to procure products or services from a Payrix Sub-Merchant.
“Data” used without a modifier means all Personal Data, Payrix Sub-Merchant Data, Card Data, Platform Data, and Payrix Data.
“Integration” means a secure reciprocal connection of the Payrix and Platform systems by which data is exchanged between them in respect of Payrix Sub-Merchants and their Customers in a format that is agreed upon by Payrix and the Platform.
“MasterCard” means MasterCard International Worldwide, Incorporated or its successors or assigns.
“Merchant Fees” means the fees payable by each Payrix Sub-Merchant to Payrix, Processor and Bank pursuant to its Payrix Sub-Merchant Agreement.
“Merchant Services” means payment processing services provided by Payrix, the Processor and the Bank, and any software, programs, services, documentation, tools, hardware, internet-based services and related components provided to a Payrix Sub-Merchant pursuant to a Payrix Sub-Merchant Agreement. More particularly, Merchant Services shall include, but not be limited to, (i) all services necessary to authorize, data capture, process, settle and reconcile transactions effected by Payrix Sub-Merchants with Customers using Cards, (ii) all services necessary to authorize, data capture and process (and when permitted by the applicable Payment Network, settle and reconcile) transactions effected by Payrix Sub-Merchants with Customers using Cards, (iii) check guarantee and electronic check acceptance services, and (iv) other related products and services. Unless the context requires otherwise, such term includes related Payrix Sub-Merchant customer service, chargeback and retrieval processing, interchange settlement and risk management (including new Platform Client application approval). Such term does not include any Card issuing or related activities or services, or sponsoring the aforementioned types of Card transactions.
“Payment Network” means Visa, MasterCard, American Express and such other payment networks as Payrix indicates are compatible with the Merchant Services.
“Payrix Data” means details of the payment transactions over Payrix infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from Payrix or the Merchant Services.
“Payrix Sub-Merchant” means a Platform Client that enters into a Payrix Sub-Merchant Agreement with Payrix for the receipt of Merchant Services.
“Payrix Sub-Merchant Agreement” means a written agreement between Payrix and a Payrix-Sub-Merchant for the provision and receipt of Merchant Services.
“Payrix Sub-Merchant Data” means information that describes a Payrix Sub-Merchant’s business and its operations, products or services, and orders placed by Customers.
“Payrix Sub-Merchant Loss” shall include all Payrix Sub-Merchant chargebacks, fines, penalties, unpaid Merchant Fees and other losses not paid by a Payrix Sub-Merchant to Payrix pursuant to the Payrix Sub-Merchant Agreement.
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Merchant Services.
“Platform Agreement” means an agreement between a Platform Client and Platform pursuant to which such Platform Client retains the Platform to access the Platform Services on behalf of the Platform Client.
“Platform Client” means Platform’s direct customers and clients. For purposes of clarity, the term Platform Client shall not apply to indirect Platform customers and clients, i.e., third-parties that use Platform’s products and services through an intermediary or other third party and not directly from Platform.
“Platform Data” means any information created by or originating from Platform or the Platform Services.
“Platform Fees” means those amounts payable by Platform to Payrix as set forth on the Site or indicated to Platform on the Integration.
“Platform Services” means the systems, products and services provided by Platform to its Platform Clients.
“Preferred Basis” means that Platform will refer all Platform Clients to Payrix for the provision of Merchant Services, except for Platform Clients (i) that have been rejected by or terminated by Payrix, (ii) whose line of business is not acceptable to Payrix for the provision of Merchant Services, (iii) that have technical requirements that are not available from Payrix, or (iv) that request to process with a provider other than Payrix.
“Processor” means a payment processor that has contracted with Payrix to assist Payrix in delivering the Merchant Services.
“Prohibited Activity” means any activity identified as a prohibited activity by Payrix, Processor or the Bank. The current list of prohibited activities may be obtained by Platform at any time upon request.
“Residuals” means an amount calculated in accordance with Exhibit A to this Agreement that is payable by Payrix to Platform in consideration of a Platform Client entering into a Payrix Sub-Merchant Agreement and using the Integration to access and utilize Merchant Services.
“Rules” means the rules and regulations of Payment Networks as amended from time to time.
“Site” means http://www.payrix.com/.
“Software” means any software, documentation or data related to the Merchant Services or the Integration that is owned or controlled by Payrix.
“Visa” means Visa U.S.A., Inc. or Visa International or either of their successors or assigns.