This Platform Partner Agreement (this “Platform Partner Agreement”) is a legal agreement between you (“Platform Partner” or “you”) and PayStand (“PayStand”). As further described in PayStand’s Merchant Terms of Service located at www.paystand.com/terms (the “Merchant Agreement”), PayStand has created a service which allows merchants to incorporate payment functionality in online stores through which they sell their products and services (the “PayStand Platform”), and has also created a set of APIs and other integration and platform technologies which allow third party services and platforms to interact with the PayStand Platform (the “Partner APIs”). The “Partner Service” is the collection of products and/or services that you provide to your customers, which may be integrated with the PayStand Platform through the Partner APIs as further set forth in this Platform Partner Agreement. This Platform Partner Agreement also governs how you may manage your customers’ PayStand accounts (each, a “Merchant Account”), including your use and administration of data about Merchant Accounts as well as submitting actions on behalf of a Merchant Account using the Partner APIs (“API Actions”), such as initiating charges or refunds and handling disputes or chargebacks, or other features we make available to Platform Partners.
The Partner APIs enable you to integrate the PayStand Platform with your Partner Service offering to help manage payments for your customers who have Merchant Accounts (each, a “Partner Customer”) with PayStand, and to otherwise leverage the functionality of the PayStand Platform for such Partner Customers. You are solely responsible and liable for explaining in writing to Partner Customers the nature of your Partner Service and that you will be performing API Actions as part of such Partner Customers’ use of PayStand via the Partner Service’s integration with the PayStand Platform via the Partner APIs.
PayStand will have or has a direct contractual relationship with each Partner Customer, and you understand and agree that such Partner Customers may choose to use the PayStand Service outside of their relationship with you. If any such Partner Customer ends its relationship with you, it may still maintain a relationship with PayStand and PayStand may keep and continue to use data associated with such Partner Customer.
You are solely responsible for ensuring that you have the necessary authorizations and permissions to perform API Actions on behalf of Partner Customers. PayStand is not responsible for any Partner Services you provide. You may only perform API Actions on a Merchant Account to the extent that you are doing so on behalf of the applicable Partner Customer, as expressly permitted or authorized by the Partner Customer in a separate written agreement between you and such Partner Customer, and for the limited purpose of processing or accepting payments using the PayStand Service.
You are solely responsible for any API Actions performed by you, on your behalf, or using your login credentials in connection with any Merchant Account. If either PayStand or any Partner Customer incurs any losses based on unauthorized API Actions performed by or on behalf of you, your employees, or your agents, you will be solely liable for any such losses (including financial liability) and will pay the applicable amounts immediately upon demand.
You will comply with all applicable laws and regulations, payment network rules applicable to your activity (including the Network Regulations), agreements with third parties that are binding on you, and this Platform Partner Agreement when using any PayStand Services.
You may not use the PayStand Service in any way that violates this Platform Partner Agreement or for any fraudulent, unlawful, deceptive, or abusive purposes or in any manner intended to harm a Partner Customer, PayStand, or any third party. Your integration of the Platform Partner with the PayStand Service must comply at all times with all written platform documentation provided by PayStand.
Certain information will be required to create and activate Merchant Accounts. PayStand may require less information for Partner Customers who already have PayStand Accounts. You are solely responsible for providing PayStand with all of the information PayStand reasonably requests as well as any other information that is necessary for PayStand to assess the commercial viability of each potential Partner Customer. PayStand will review the information and decide in its sole discretion whether to approve or deny such potential Partner Customer. Partner Customers will not be able to initiate transfers to their Bank Accounts until their Merchant Account has been approved and activated by PayStand. You will use best efforts to provide complete and accurate information to PayStand, and to verify that any information provided by you about any Partner Customer is complete and accurate, and you are liable for any inaccurate or incomplete information provided to PayStand as part of the onboarding of any Merchant Account. In addition, you will ensure that each Partner Customer who signs up for a Merchant Account agrees (or has already agreed) to the Merchant Agreement. PayStand will not create or activate a Merchant Account for any Partner Customer that does not agree to the Merchant Agreement.
You understand and agree that you are responsible and liable to PayStand for all API Actions on each Merchant Account, whether initiated by you or not. PayStand may attempt to collect any amounts owed from a Partner Customer prior to collecting such amounts from the Platform Partner, however the Platform Partner remains directly liable to PayStand for any of the foregoing and PayStand may debit the Bank Account identified by the Platform Partner at the time of registration.
You will notify PayStand immediately if you know or have reason to believe that any Partner Customer is engaged in any activity that is illegal, deceptive, fraudulent, or otherwise violates any Underwriting Policies. Following receipt of any such notification, PayStand reserves the right to promptly terminate or suspend the applicable Merchant Account(s).
You are solely responsible for communicating and collecting any fees (as well as any and all applicable taxes) charged by you to Partner Customers for their use of the Partner Service (“Platform Fees”) and agree to clearly communicate any Platform Fees in advance of charging the Partner Customers.
You represent, warrant and covenant that the information you provide to PayStand during the Merchant Account onboarding process is, to the best of your knowledge, complete and free of error. Each of you and PayStand represent, warrant and covenant that: (i) it shall comply with all applicable laws, rules and regulations (including export and privacy laws); (ii) it is validly existing, duly organized, and in good standing under the laws of its state of organization; (iii) it has full power and authority, and all other rights, licenses and authorizations required, to execute and deliver this Platform Partner Agreement, to perform its obligations set forth herein, and to grant all rights granted herein; and (iv) entering into and performing its obligations under this Platform Partner Agreement will not cause a breach of or conflict with any obligations to third parties.
DISCLAIMER OF WARRANTY. EXCEPT FOR THE COVENANTS, OBLIGATIONS, REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, PAYSTAND DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, OTHER REPRESENTATIONS AND WARRANTIES (INCLUDING WITH RESPECT TO ALL GOODS OR SERVICES OFFERED OR PROVIDED BY PAYSTAND), INCLUDING ALL STATUTORY AND IMPLIED WARRANTIES, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ALL WARRANTIES THAT ITS SYSTEMS SHALL BE UNINTERRUPTED OR ERROR FREE, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE, OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.
You will defend, indemnify, and hold harmless PayStand from and against any and all losses, liabilities, damages, penalties, governmental inquiries, investigations and proceedings, as well as all costs and expenses (including reasonable attorneys’ fees), incurred in connection with any third party claim (“Claim”) arising from or relating to: (i) your gross negligence or willful misconduct; (ii) your breach of this Platform Partner Agreement; (iii) any allegation that the Partner Service infringes any third party’s intellectual property rights (except to the extent that the infringement is caused solely by the PayStand Service); (iv) any API Actions on a Merchant Account, whether initiated by you or not; (v) any inaccurate or incomplete information provided to PayStand as part of the Merchant Account onboarding process; and (vi) your failure to acquire appropriate consent to the Merchant Agreement from any Partner Customer.
PayStand will defend, indemnify, and hold harmless the Platform Partner from and against any Claim to the extent that such Claim arises from or relates to the PayStand Service infringing the intellectual property rights of third parties.
UNDER NO CIRCUMSTANCES WILL PAYSTAND BE LIABLE TO YOU FOR: (i) ANY INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR PAYSTAND HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PAYSTAND’S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS PARTNER PLATFORM AGREEMENT OR THE OPERATION OF PAYSTAND’S BUSINESS, SUCH AS LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS OPPORTUNITY OR SAVINGS OR LOST, DAMAGED OR DESTROYED DATA, OR (ii) ANY AMOUNTS IN EXCESS OF THE TOTAL AMOUNT OF FEES EARNED BY PAYSTAND IN CONNECTION WITH THIS AGREEMENT DURING THE TWELVE (12) CALENDAR MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.
The relationship between you and PayStand is that of independent contractors, and this Platform Partner Agreement does not create any partnership, agency, or employment relationship between you and PayStand, or the employees or agents of either party. All notices under this Platform Partner Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice. Neither party may assign its rights or obligations under this Platform Partner Agreement without the consent of the other party, except that PayStand may assign its rights and obligations hereunder to an affiliate or to a successor to all or substantially all of PayStand’s business or assets. The failure of either party to enforce its rights under this Platform Partner Agreement at any time for any period shall not be construed as a waiver of such rights. This Platform Partner Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Platform Partner Agreement and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Platform Partner Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Platform Partner Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Platform Partner Agreement shall otherwise remain in full force and effect and enforceable. This Platform Partner Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to the conflicts of laws provisions thereof). The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in California and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding arising out of this Platform Partner Agreement, the prevailing party will be entitled to recover costs and attorney’s fees.