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3D-Secure

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THIRD PARTY TERMS AND CONDITIONS

Certain features of Quantum’s Service Contract utilize the services of Third-Party Vendors and business partners. These Third Party Terms and Conditions (“Third Party Terms”) apply to the Third Party Products identified below that Quantum Electronic Payments LLC (“Company”) makes available to Merchant(“Client”) in connection with the Company’s Merchant Services Contract. Third Party Products include all non-Company branded products and services, including, without limitation, third party data, services, content, software and applications, whether or not such products or services are made available by Company on a standalone basis, as an add-on component or embedded in the Company’s Services Contract.

These Third Party Terms are incorporated by reference into Company’s Merchant Processing Program Guide (the “Program Guide“), and in the event of any conflict with the Program Guide, Company’s Program Guide shall govern and this Third Party Terms will be construed accordingly.

Client’s uses of such features constitute your agreement to be bound by these additional terms and conditions. These Third Party Terms and Conditions are subject to change at such third’s party and/or Company’s discretion without any notification.

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1) PAAYSERVICES (the “Services”)

The Services include any services rendered by PAAY, 3D Secure, any services via Core Technology, such as customization, engineering implementation or related technical and supported services as device in a SOW. Company reserves the right to add, delete, or modify such Services from time to time. Client’s continued use of the Services shall constitute agreement to comply with any addition, deletion or modification by Company of such Services. Merchant may be obligated to repay First Month Free if Merchant Account is terminated or cancelled, either by Quantum or the Client, in accordance with the Merchant Processing Agreement, and within the initial term dictated by the Merchant Processing Agreement. The First Month Free cannot be coupled with any other promotions, unless stated otherwise and agreed upon by the sole discretion of Quantum. The First Month Free shall not exclude for any damages in accordance with Merchant Progressing Agreement.

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2) SECURITY PROCEDURES

Client hereby agrees and acknowledges that Client may not directly or indirectly, (a) access the Services for purposes of monitoring their availability, performance or functionality, except in the ordinary course of Client’s business , or for any benchmarking or competitive purposes; (b) modify or make derivative works of any kind based upon the Services (including their individual elements); (c) copy, modify, alter, reverse translate, decompile, disassemble or otherwise reverse engineer the Core Technology by any means whatsoever; (d) use the Services (including their individual elements) for any unlawful purpose or any purpose other than the purposes set forth in this Third Party Terms ; (e) develop methods to enable unauthorized parties to use the Services, or to develop any other product containing any of the concepts and ideas contained in the Services; (e) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (i) work around any technical and/or security features/limitations contained within the Core Technology, or use any tool to enable features or functionalities that are otherwise disabled in the Services. Client will take reasonable measures to protect the confidentiality of the security procedures and will prevent access to them by unauthorized persons.

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3) WANRRANTIES AND DISCLAIMER

PAAY warrants that: (i) the Services will be performed in a thorough and professional manner, consistent with industry standards, and (ii) to the best of its knowledge the Core Technology does not infringe or misappropriate any Intellectual Property rights of a third party. EXCEPT AS EXPRESSLY PROVIDED, NEITHER COMPANY OR PAAY MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”, AND COMPANY AND PAAY DO NOT WARRANT THAT: (I) THE CLIENT’S USE OF ANY OF THE SERVICES, INCLUDING THE INTEGRATION, WILL SECURE ANY SUCCESS OR GENERATE ANY REVENUE; (II) THE USE OR OPERATION OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, (III) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (IV) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR WILL NOT BE LOST, DAMAGE OR CORRUPTED, (V) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR COMPANY OR PAAY WILL DETECT EVERY BUG IN THE SERVICES, OR (VI) THIRD PARTY DISRUPTIONS AND SECURITY BREACHES OF THE SERVICES WILL BE PREVENTED.

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4) LIABILITY OF COMPANY; LIMITATION OF LIABILITY.

To the maximum extent by the applicable law and regardless of whether any remedy fails of its essential purpose, in no event shall Company or its agents, officers, directors, employees, successors or assigns, or affiliates be liable for any loss or damages. Company will not be liable for any special, indirect, incidental, consequential, or punitive damages including but not limited, any lost profits, lost time, lost data, lost confidential or other information, or for business interruption, for any matter arising from or relating to this Third Party Terms , the Services including without limitation, Client’s use, misuse, or inability to use PAAY’s Services, or any third party software available in conjunction with or through the Services including any changes to or inaccessibility of the Services, delay, failure, unauthorized access to, or alteration of any transmission or data sent or received or not sent or received. Company shall not be liable for any non-authorized access to the Services or for the non-authorized access to network including any trespass thereupon. Company shall not be liable for the interruption or slowdown of the Services or network that may be potentially caused by Client or any third-party user. Without limiting the generality of the foregoing, Company shall be excused from failing to act or delay in acting if such delay is caused by legal constraint, interruption of transmission or communication facilitates, equipment failure, or other circumstance in or beyond Company’s control.

Client agrees to indemnify, hold harmless and defend Company, PAAY, its agents, officers, directors, employees, successors, assigns, and affiliates, from and against any action, cause, claim, damage, debt, demand, losses or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to the breach of this Third Party Terms ; Client’s misuse of the Services; the unauthorized use of the Services; and any acts or omissions of Client, or any third party acting on Client’s behalf, in Client’s use of the Services.

Either party may terminate the Services at any time upon sixty (60) days’ written notice to the other party. The parties agree that al notices required under this Third Party Terms and may be given by facsimile transmission or by registered, first class mail or certified mail and shall become effective on the next business day following receipt of the notice by the recipient party. Company reserves the right to terminate this Third Party Terms and Services immediately without notice to Client if Client fails to comply with any of terms of this Third Party Terms or Company’s Merchant Program Guide, or when Company closes Client’s Merchant Account. In the event of termination either caused by Merchant, Company or any party, Company shall be entitled to payment due or will be due for the Services.

Any amounts payable by Client which remain unpaid after the due date shall be subject to the payment of interest in an amount equal to one and one-half percent (1.5%) per month (or the highest amount permitted by law, if less), accruing form the due date until the amounts due and payable hereunder are paid to Company in full.

All Fees for the Services rendered by PAAY will be subject to Section 7- Interest, and shall be billed either monthly or daily collected by and at Company’s sole discretion. Client acknowledges and agrees to authorizes Company to ACH its account to debit for the Services fees, any applicable fees, and in the event of inaccuracy or dispute of Billing caused by either Company or PAAY or any party. Merchant is obligated update their current banking information with Company within seven (7) days of the change. Company reserves the right to hold all funds in Merchant Account until all Fees due and will be due are paid in full.

Client expressly consents and grants Company, PAAY, and ours Affiliates permission to access data exchange between Client and Company or PAAY or ours Affiliates for the purposes of using the Services, which data may include personal identifiable information (including, without limitation, cardholder data). Client understands that it must direct all customer service and other inquiries regarding the Services to Company or PAAY. Neither Company nor PAAY shall have any liability to Client for any reversals, refunds, fraud losses, or chargebacks related to the Services.

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5) INTELECTUALLY PROPERTY

Client agrees and acknowledges that all of Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Company or PAAY and that no proprietary rights are being transferred to Client in such materials or in any of the information contained therein.

Other than immediate termination by Company all notices, demands, and requests required or permitted to be given under this Third Party Terms must be in writing and sent to Company at:

Quantum Electronic Payments LLC Attn: Jerry Lai 8185 E Kaiser Blvd Anaheim, CA 92808

and to Client at the most recent address for Client on file with Company. Client shall notify Company of any changes to its address for receipt of all notices, demands, and request and communication sent by Company to Client at the most recent address for Client on file with Company shall be effective regardless of whether Client’s actual address or addresses have changed.

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6) CHOICE OF LAW

Client agrees that this Third-Party Terms for all purposes shall be governed by and construed in accordance with the laws of the State of California. Further, the Client agrees to submit to the jurisdiction of the courts of California, and any action based on this Third-Party Terms and its attachment shall be brought in Orange County, California.