In order for You to enroll in and use an Authorize.Net Additional Service, You must first agree to the Additional Services Terms and Conditions below. By clicking on the "I AGREE" button, or by using an Authorize.Net Additional Service, You acknowledge and agree that You have reviewed and understand the following Additional Service Terms and Conditions. If you do not agree or are not willing to be bound by the Additional Service Terms and Conditions, do not click on the "I Agree" button and do not seek to obtain or continue using the Additional Service.
Additional Services Terms and Conditions
In the event Customer enrolls in and/or utilizes any of Authorize.Net's Additional Service(s), the following terms will apply and form part of the Agreement:
1. Expansion of Services. The terms "Authorize.Net Services" and/or "Services," as each is defined in the Agreement, shall include each of the Additional Services. All terms of the Agreement applicable to the Authorize.Net Services shall be applicable to each Additional Service(s).
2. Payment Terms. If fees are applicable to the Additional Service(s), Customer agrees to pay the Additional Service fees in accordance with the billing and payment terms set forth in Section 6 of this Agreement and in the amounts set forth in the Fee Schedule located in the Merchant Interface and/or in the Additional Service documentation page accessed during enrollment in the applicable Additional Service. The Additional Service Fee Schedules are incorporated hereby by reference. By clicking the "I ACCEPT" button next to an Additional Service Fee schedule, Customer acknowledges Customer's acceptance of such fees, Customer's obligation to pay the fees and the terms and conditions applicable to the Additional Service.
3. Customer's Warranty. In addition to the warranties set forth in the Agreement, Customer represents, warrants, and covenants to Authorize.Net that its use of the Additional Services and any information gathered by it in connection with use of an Additional Service: (a) will be fully compliant with all applicable local, state and federal laws, rules, and regulations; (b) will be in accordance with all applicable Services Documentation; and (c) will not be used for any purpose other than in connection with the Additional Service.
4. Acknowledgement. Customer understands, acknowledges, and agrees that (a) Customer will be solely responsible for ALL Transactions processed through its payment gateway account(s), regardless of whether such Transactions are monitored by or transmitted through an Additional Service; (b) Customer will be solely responsible for its use of the Additional Service including, without limitation (i) configuring, maintaining and updating, as Customer deems necessary, the applicable settings for its Additional Service account; and (ii) with respect to each Transaction processed via your payment gateway account(s), and regardless of any data, analysis, or information generated or not generated by the Additional Service, as applicable, determining the appropriate action for each such Transaction (i.e., approve, void, decline, reject); (c) under certain circumstances, it may be necessary for Authorize.Net to adjust Customer's Additional Service security settings, with or without notice to Customer, to guard against fraudulent activity and that such actions may inadvertently cause legitimate transactions to expire, be rejected or delayed; and (d) Authorize.Net shall not be liable under any theory of law, including negligence, for any loss associated with any of the foregoing.
5. DISCLAIMER. IN ADDITION TO ANY LIMITATIONS OR DISCLAIMERS SET FORTH IN THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ADDITIONAL SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. AUTHORIZE.NET DOES NOT REPRESENT OR WARRANT THAT THE ADDITIONAL SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. CUSTOMER MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE ADDITIONAL SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING REPRESENTATIONS OR WARRANTIES OF ANY MERCHANT SERVICE PROVIDER. AUTHORIZE.NET SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE ADDITIONAL SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THE AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT AUTHORIZE.NET SHALL BEAR NO RISK WITH RESPECT TO CUSTOMER'S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CARD FRAUD OR CHARGEBACKS.
6. Risk, Security and Disclosure. In addition to the data collection, privacy and security obligations set forth in the Agreement, Customer understands and agrees that the risk and security suggestions provided in the Services Documentation for any of the Additional Services are solely for illustrative purposes to show best industry practices. Customer is solely responsible for choosing the appropriate settings and parameters for its account.
7. Integration. If Customer elects to use any of the Additional Services subsequent to the Effective Date and is presented with updated Additional Service(s) Terms and Conditions, the latter version of the Terms and Conditions will apply to Customer's use of the Additional Service(s).
8. Termination. Termination or expiration of the Agreement shall likewise terminate access to the Additional Services.
Visa Checkout
9. Terms and Conditions Specific to Visa Checkout. If Customer enrolls in and/or uses Visa Checkout Services the following additional terms and conditions apply:
a. Visa Checkout Definitions
(i) "Branding Requirements" means the Visa Checkout Branding Requirements and brand guidelines as included in the Services Documentation.
(ii) "Customer Site" means any websites owned or operated by the Customer, or at the direction of the Customer or under license from the Customer, for which Visa Checkout Services will be provided under this Agreement.
(iii) "Visa Checkout End User" means any subscriber, purchaser, or person or entity that uses the Visa Checkout Services to pay for, use, view, consume, or otherwise obtain Customer services.
(iv) "Visa Checkout End User Data" means information of a Visa Checkout End User (including, without limitation, full or partial card account numbers, email addresses, physical addresses or phone numbers), provided through the Visa Checkout Services to Customer pursuant to a Visa Checkout Transaction. Visa Checkout End User Data does not include data collected by Customer directly from a Visa Checkout End User and not through the Visa Checkout Services.
(v) "Visa Checkout Services" means the services provided under this Agreement as more fully described in the Visa Checkout Services Documentation.
(vi) "Visa Checkout Services Documentation" means, collectively, the operational, technical, integration documentation, user manuals, Brand Requirements, and help files, including but not limited to checkout implementation overviews, integration guidelines, and sandbox guidelines, in written or electronic form, and as modified from time to time, that are intended for use in connection with the Visa Checkout Services.
(vii) "Visa Checkout Transaction" means the purchase by an End User of a Merchant product or service via the Visa Checkout Services.
b. Visa Checkout License.
(i) License to Visa Checkout Trademarks. Subject to the terms and conditions of this Agreement and the Visa Checkout Services Documentation, Authorize.Net grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable, license to use, display, and reproduce the Visa Checkout Trademarks referred to in the Visa Checkout Services Documentation strictly for purposes of promoting the authority of Customer to provide Visa Checkout End Users with the ability to use the Visa Checkout Services to pay for Customer products or services.
(ii) License to Customer Trademarks. Subject to the terms and conditions of this Agreement, Customer grants to Authorize.Net and its Affiliates a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable, worldwide license to use, display, store, modify (solely for purposes of customization) and reproduce the Customer trademarks strictly as necessary to provide the Visa Checkout Services and to identify Customer as a user of the Visa Checkout Services.
(iii) Use of Trademarks; Brands. Each party shall strictly comply with all Trademark standards and brand guidelines with respect to the use of the other party's Trademarks. Further, neither party shall create a combination mark consisting of one or more trademarks of the other party. All uses of the other party's trademarks shall inure to the benefit of the party owning such trademark. Each party further agrees to cooperate with each respective trademark owner in maintaining control of the nature and quality of the services rendered and the publicity materials put forward bearing the respective trademarks. The trademark owner will have the sole right to engage in legal proceedings of any kind involving their respective trademarks.
c. Visa Checkout Intellectual Property. Customer acknowledges and agrees that except for the rights and licenses expressly granted to Customer in this Agreement, as between Customer and Authorize.Net, Authorize.Net and its Affiliates shall retain all right, title and interest in and to the Visa Checkout Services, APIs, Visa Checkout Services Documentation, Visa Checkout Trademarks and any derivatives of the foregoing ("Visa Checkout IP"); and, nothing contained in this Addendum shall be construed as conferring upon Customer by implication, operation of law, estoppel, or otherwise, any other license or right. Customer SHALL NOT: (i) use, reproduce, distribute, or permit others to use, reproduce, or distribute any Visa Checkout IP for any purpose other than as specified in this Addendum; (ii) make Visa Checkout IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare, or market Visa Checkout IP by interactive cable, remote processing services, service bureau or otherwise; or, (iv) directly or indirectly modify, reverse engineer, decompile, disassemble, or derive source code from any Visa Checkout IP.
d. Customer Obligations. In addition to Customer's obligations set forth in this Agreement, Customer agrees to the following:
(i) Customer may not use, disclose, sell or disseminate any Visa Checkout End User Data, except to the extent necessary to complete a Transaction or provide customer support, resolve disputes, or prevent fraud related to a Transaction. Customer may not use Visa End User Data for marketing purposes unless Customer has received the End User's consent for this use, and the use is consistent with Laws, including without limitation the Gramm-Leach Bliley Act, and any such use is in compliance with Customer's privacy policy, and the Rules. Customer's privacy policy shall be readily accessible to End Users and shall disclose how personal information is collected, used, shared and secured, including any uses governed by this Agreement, and Customer agrees to comply with the terms of such privacy policy.
(ii) Customer agrees to take all reasonable precautions to prevent the unauthorized use, disclosure or transmission of Visa Checkout End User Data. In the event that Customer's system is breached and an unauthorized third party has access to, use of or transmitted Visa Checkout End User Data or any data related to the provision of the Visa Checkout Services or any Visa Checkout Transaction, or Customer has reason to believe that such breach has occurred, Customer shall immediately notify Authorize.Net of such breach and shall take such precautions as may be necessary to prevent such breaches from occurring in the future.
(iii) Except for the express obligations of Authorize.Net set forth in this Addendum, Customer is solely responsible for all activities required by or otherwise related to the development, production, delivery, and promotion of Customer's products and services and for all fees, costs, taxes or other expenses related to such activities, including the taking and fulfillment of orders for/from Visa Checkout End Users. Customer is solely responsible for all service issues relating to Customer's products and services, including pricing, order fulfillment, order cancellation, returns, refunds and adjustments, chargebacks, rebates, functionality and warranty, and technical and Visa Checkout End User consumer support. Customer acknowledges and agrees that it will not act as a payment intermediary, aggregator, or service bureau or otherwise resell the Visa Checkout Services to any third parties.
e. Visa Checkout General Terms
(i) Confidential Information. For the avoidance of doubt, Visa Checkout End User Data shall not constitute End-User data under the Agreement, and Visa Checkout End User Data shall not constitute Customer's Confidential Information. Authorize.Net shall be entitled to include Customer in customer lists without prior written consent, and either party shall be entitled to disclose the existence of the relationship formed hereunder between Authorize.Net and Customer without the prior written consent of the other party.
(ii) Marketing, Promotion and Education. Throughout the Term: (a) Customer will display the Visa Checkout marks in accordance with the Branding Requirements and with equal prominence to Trademarks of any other payment methods offered on a Customer Site and with equal treatment in terms of website flow, terms, conditions, restrictions or fees; (b) Customer will make available on each of its Customer Sites information pertaining to the Visa Checkout Services, including, registration guidelines and frequently asked questions, as may be provided from time to time; (c) as mutually agreed upon by the parties, Customer will participate in communications activities as appropriate, including joint press releases, press tours, media and industry analyst interviews, appearance in promotional videos, social media integrations, and panel discussions; and (d) Customer agrees that when an End User selects payment through the Visa Checkout Services, Customer shall not attempt to inhibit this decision, dissuade the End User from using the Visa Checkout Services, or encourage the End User to use an alternative digital wallet in lieu of the Visa Checkout Services.
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