Last update: June 5, 2013
These Terms of Service are a legal agreement (this “Agreement”) between you (“User,” “you” or “your”) and WePay, Inc. ("WePay," "we," "our" or "us"). As used in this Agreement, “Service” refers to WePay's payment processing services, as well as our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by WePay. To use the Service, you must agree to all the terms of this Agreement.
This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.wepay.com (the “Website”).
Each WePay User must agree to everything on this page and the Website.
WePay provides hosting and processing services to Users (“Merchants”) to facilitate receipt of payments by payment card and bank transfer. These transactions are between Merchants and persons who pay them (“Purchasers”).
Merchants must register with WePay. To register, a User provides information, including email address and a self-selected password, in order to create an account (“Account”). You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them.
WePay will ask Merchants for additional information, such as street address, telephone number, tax identification number (such as Social Security Number), and date of birth. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license). You authorize WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize WePay to request a consumer report that contains your name and address.
You must provide accurate and complete information. If we cannot verify that this information is complete and accurate, we may deny your use of our Service, or close your Account.
WePay allows individuals, businesses, and non-profit organizations to register for WePay. You must be either a United States citizen, a legal permanent resident of the United States, or a United States business or nonprofit organization having a physical presence in the United States and authorized to conduct business by the state in which it operates. You must be eighteen (18) years of age or older. You may open an Account for a business or nonprofit organization only if it is legitimate and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by the business.
Each Account must be linked to a verified U.S. bank account.
In order to use WePay as a Merchant, you must register with accurate and complete information. You must be at least 18 years old and based in the US.
Purchasers may register with WePay. Whether or not Purchasers register, however, their use of the Service is governed by the terms of this Agreement.
Purchasers don't have to register with WePay, but they have to comply with this Agreement.
WePay offers an application programming interface (“API”) to retrieve information from or submit requests to WePay. Developers who use the WePay API, the applications that they develop, and the users that these applications serve, are subject to the terms of this Agreement.
As a developer, you must use the OAuth 2.0 flow to receive permission from and open WePay Accounts for individual Merchants. You may not use the WePay API to facilitate use of a WePay Account to process payments for goods and services provided by anyone other than the Merchant who owns the WePay Account. In the event a Merchant receives a chargeback for a payment facilitated by your API application, WePay will collect or attempt to collect those funds from the Merchant in accordance with the “Chargebacks” section below. In some cases (such as where you violate this Agreement or cause Merchants who use your API Application to violate this Agreement), you may also be held liable for chargebacks associated with payments facilitated through your API application. You agree never to ask for Users' WePay Account passwords under any circumstances, nor any sensitive personal information (such as Social Security Numbers) in connection with your API application or use of the Service. You may charge a fee in addition to WePay's processing fees for the value-add services that you provide ("App Fee"). Your App Fee will be sent to you, and the payment (net of WePay's fees and your App Fee) will be sent to the Merchant for whom you are facilitating the payment.
WePay will issue you an access token for each user of your API application who creates a WePay Account. You agree that access tokens are the property of WePay, and that misuse of access tokens by you or your users could cause substantial loss and damage to WePay. If your API application uses WePay's Tokenization API to facilitate payments for Merchants, the credit card tokens will be associated with the API application, not the individual Merchant. Consequently, as the developer of the API application, you will be responsible for complying with the Payment Card Industry Data Security Standard (“PCI DSS”) with respect to the primary account number and other protected information you collect from users of the API application. You will implement appropriate measures to protect the security of the access tokens and credit card tokens, and you will notify WePay promptly if you suspect they have been misappropriated or misused.
Developers can use the WePay API to integrate their applications with the WePay Service, subject to important conditions.
WePay makes no representations or guarantees regarding Merchants or Purchasers utilizing our Service. Use of our Service in no way represents any endorsement by WePay of a User's existence, legitimacy, ability, policies, practices, or beliefs. WePay does not have control of, or liability for, goods or services that are paid for with the Service.
A charitable organization may use WePay to accept payments as a Merchant. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Charitable organizations are responsible for correctly classifying themselves and their transactions, issuing any required reports and receipts, and making any required tax or other filings. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. WePay specifically disclaims any liability in this regard.
WePay is not responsible for the behavior of its Users. It's up to you to decide whether you want to do business with a Merchant, Purchaser, or charitable organization using WePay.
WePay charges fees to Merchants using the Service. WePay withholds these fees from payments received by the Merchant. WePay also charges fees for exceptions processing, such as when a Merchant receives a chargeback. These fees are debited from the balance in the Merchant’s Account or from the Merchant's bank account. The Merchant agrees to pay the fees posted by WePay from time to time (the “Fees”).
Merchants may increase their prices to include the cost of the Fees and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the “Operating Rules,” defined following. "Operating Rules" refer to the regulations and processes established and defined by MasterCard, Visa, American Express, Discover, and other payment card networks, associations, or companies (“Networks”). The Operating Rules address transaction processing between the cardholder, merchant, acquiring bank, and financial institution.
Subject to the terms of this Agreement, we reserve the right to change our Fees. By continuing to use the Service, you consent to the change in Fees. To withdraw your consent, you must close your Account.
WePay charges fees to use our Service. We reserve the right to change our fees at any time.
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your WePay Account and your use of the Service. Communications include but are not limited to:
We will provide these Communications to you by emailing them to you at the primary email address listed in your WePay Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
In order to access and retain electronic Communications, you will need the following computer hardware and software:
By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your WePay Account at a later date.
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at “WePay, Inc., 380 Portage Avenue, Palo Alto, CA 94306.” If you withdraw your consent to receive Communications electronically, WePay may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.
After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-K electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099-Ks to you by U.S. mail.
If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your WePay Account. You understand and agree that WePay may charge you an exceptions fee for each paper copy of a Communication. WePay will not charge a fee if you request a Form 1099-K in paper form.
It is your responsibility to keep your primary email address up to date. You understand and agree that if WePay sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WePay will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WePay to your email address book so that you will be able to receive the Communications we send to you.
You can update your primary email address or street address at any time by logging into your WePay Account, selecting “My Settings” from the dropdown menu that appears when you click the down arrow next to your name at the top right of the screen, and entering your new primary email address. If your email address becomes invalid such that electronic Communications sent to you by WePay are returned, WePay may close your account, and you will not be able to transact any activity using your WePay Account until we receive a valid, functioning primary email address from you.
WePay will communicate with you electronically, unless you opt out. Be sure to keep the email address in your WePay Account current.
By registering for WePay as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services:
In addition, you may not use the Service for:
If WePay determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen or seized.
In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the WePay services, and any of your transactions with law enforcement.
You can't use WePay for anything illegal, inappropriate, or risky. Just be honest and responsible, and we'll get along just fine.
WePay facilitates payments, including card-based payments, for merchants. WePay is a Payment Service Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB"), and we do not offer banking or MSB services as defined by the United States Department of Treasury.
As a PSP, WePay facilitates payments between Merchants and their Purchasers. This means that we collect, analyze and relay information generated in connection with these payments.
In order to serve in this role, WePay must enter into agreements with the Networks, processors and banks. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.
Furthermore, you must abide by the Operating Rules. You agree to fully comply with any and all programs or requirements that may be published and/or mandated by the Networks. For example, where you accept payment cards on your website, you will display each card’s logo with equal size and prominence, and you shall not display a preference for, or discriminate against, one card brand over another. If you are using the subscriptions feature, you agree that it is your responsibility to comply with applicable laws, including the Electronic Funds Transfer Act (Reg E), including by capturing your customers’ agreement to be billed on a recurring basis.
Notwithstanding WePay's assistance in understanding the Operating Rules, you expressly acknowledge and agree that you are assuming the risk of compliance with all provisions of the Operating Rules, regardless of whether you have possession of those provisions. The Networks make excerpts of their respective Operating Rules available on their websites (including usa.visa.com, www.mastercard.com, www.americanexpress.com and www.discover.com).
WePay is a payment service provider, not a money services business. We may require you to enter into a separate agreement with one or more of our partners. You're also required to abide by the rules of the payment card associations.
You authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize WePay to debit or credit any payment card or other payment method we accept.
You authorize WePay to initiate electronic Automated Clearinghouse (“ACH”) entries to each bank account for which you input routing number and account number on the Website, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the Operating Rules of the National Automated Clearing House Association, a governing organization for financial transactions in the United States (“NACHA”), and you agree that all ACH transactions that you initiate will comply with all applicable law. Your authorization will remain in full force and effect until you notify us that you revoke it by contacting Customer Support in accordance with instructions on our Website or by closing your Account. You understand that WePay requires a reasonable time to act on your revocation, not to exceed five (5) business days.
By accepting the terms of this Agreement, you authorize us to process payments on your behalf.
WePay supports most domestic credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. In addition, WePay supports most international cards with these logos. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive an authorization from the applicable issuer.
WePay also supports payments via ACH from U.S.-based Purchasers with a U.S. bank account. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.
We support most U.S. credit cards and U.S. bank accounts.
We may share some or all of the information you provide with our processor and other partners. At any time, WePay, its processor or its other partners may conclude that you will not be permitted to use WePay.
You agree that WePay is permitted to contact and share information about you and your WePay Account with banks and other financial institutions. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct WePay's risk management process.
WePay may request and share information about you with our processor, banks and other financial institutions, and government agencies.
Transactions are indicated as Pending, Complete, Failed or Cancelled.
"Pending" indicates that a transaction is currently undergoing review by WePay and may not be completed or settled, at WePay's sole discretion. "Pending" may also indicate that the transaction is awaiting account confirmation or settlement from a third party.
"Completed" indicates that a transaction has cleared and the funds are available in the Merchant’s WePay Account. If WePay determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, WePay may reverse or refund the transaction at any time.
"Cancelled" indicates that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another proprietary reason. You may contact WePay Support for more information. Although payments are cancelled, the removal of an authorization on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and WePay cannot guarantee availability within a specific timeframe.
"Failed" indicates that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.
Upon the release of transaction information by WePay, a Purchaser will be debited or charged. The Merchant agrees that the Purchaser's obligation to the Merchant is treated as paid at the time of (i) the release of this transaction information when a transaction enters the "Completed" state; and (ii) the related initiation of processing by WePay. After the initiation of processing by WePay, Merchant agrees not to attempt to collect or otherwise seek payment from the Purchaser, because Merchant agrees Purchaser's obligation to the Merchant has been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may stay in a "Pending" state before "Completed" if WePay is reviewing a transaction for risk purposes. Transactions in this state should not be treated as paid until they are "Completed".
Transactions may be disputed at anytime up to 90 days from the date of transaction, regardless of state, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of state.
WePay reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact Customer Support. Upon receiving this request, WePay will conduct a review of your Account, and decide whether to lift or remove these limits. WePay will consider a variety of factors in making this decision and will make this determination at its sole discretion.
WePay payment transactions have various states. They can be reversed or cancelled at any time due to fraud or chargebacks. WePay may impose transaction limits at any time.
WePay will transfer funds from a Merchant's WePay Account to the Merchant's bank account according to the schedule the Merchant selects (daily, weekly, or monthly). Merchants may request ad-hoc settlement at anytime.
Settlements from a WePay Account to a bank account may be limited or delayed based on your perceived risk and history with WePay. If you would like to request an increase to this limit, please contact WePay Support. Upon receiving this request, WePay will conduct a review of your account. WePay will consider a variety of factors in making this decision and will make this determination at its sole discretion.
Should WePay need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes us to do so. We may also defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.
Furthermore, if WePay suspects future chargebacks or disputes as a result of transactions to your Account, WePay may defer payout and/or restrict access to your funds until WePay reasonably believes, in its sole discretion, that the risk of receiving a chargeback or dispute has passed.
All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at WePay's sole discretion.
We want to send you your money as soon as possible, but a certain amount of your funds may be subject to an additional hold period depending on your perceived risk and transaction history. You can request that these limitations be reviewed at any time by contacting Customer Support.
At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Account ("Reserve") to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.
The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by WePay, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in WePay's favor, or otherwise as WePay or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, or from any other WePay Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) held as a balance in your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.
You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your WePay Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.
We may require a Reserve to ensure that you can cover chargebacks, returns, reversals, and other obligations under this Agreement.
You are not required to hold a positive balance in your WePay Account in order to use the Service. When you have a positive balance, your funds will be co-mingled and held by us with other Merchants' funds in one or more pooled accounts at one or more FDIC-insured banks for the benefit of you and other Users holding balances. Amounts held in the pooled account are eligible for FDIC pass-through insurance, meaning that your balance may be insured up to the FDIC maximum, which is currently $250,000. We have sole discretion over the establishment and maintenance of any pooled account.
We will hold funds associated with your WePay Account separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we hold for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to our holding of your balance in a pooled account.
If the balance in your WePay Account is negative for an extended period of time (as defined by WePay in its sole discretion), WePay may close your Account and pursue legal action or other collection efforts.
We protect any balance in your WePay Account prior to transferring the funds to your bank account.
“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. WePay is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.
If you handle, transmit, or store any Cardholder Data in connection with your use of the WePay Service or the WePay API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with Operating Rules, or when asked by WePay to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.
You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.
Unless you receive the express consent of your customer, you may not retain, track, monitor, store, disclose or otherwise use data except for the transaction for which it was given.
In most cases, we take care of PCI Compliance for you. If, however, you handle or transmit Cardholder Data, you are required to be PCI compliant.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting correct any taxes to the appropriate tax authority. WePay is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
WePay may have tax reporting responsibilities in connection with the Service. For example, WePay will report to the Internal Revenue Service ("IRS") on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.
You are responsible for collecting and paying your taxes, not WePay.
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from WePay. As between you and us, we are solely responsible for customer service issues relating to a WePay Account, payment card processing, debiting or crediting.
Merchants are responsible for providing an acceptable level of customer service to their Purchasers.
You agree to process returns of, and provide refunds and adjustments for goods or services through your WePay Account in accordance with this Agreement and the Operating Rules. The Operating Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.
You're responsible for disclosing your refund policy and providing refunds for goods or services purchased through WePay.
The amount of a payment may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all chargebacks, whether or not the chargeback complies with the Operating Rules. If you use Virtual Terminal, you acknowledge that WePay will process transactions as remote (card not present) payments, even if you accept a card that is physically presented to you at the point of sale, which may limit the scope of your protection from chargebacks.
You are liable for any chargebacks of payments you receive.
You owe us and will immediately pay us the amount of any chargeback and any associated Fees, fines, or penalties assessed by our processor or the Networks. If you do not have sufficient funds in your WePay Account, we will have the remedies set forth in “Our Set-off and Collection Rights” below. If you have pending chargebacks, we may delay payouts from your WePay Account.
Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you under this Agreement until such time that: (a) a chargeback is assessed due to a Purchaser’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Purchaser may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.
If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your WePay Account, including without limitation, by (a) assessing additional Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service or closing your Account.
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a chargeback with the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We will request necessary information from you to contest the chargeback. If the chargeback is contested successfully, we will release the reserved funds to you. If a chargeback dispute is not resolved in your favor by the Association or issuing bank or you choose not to contest the chargeback, we may recover the chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating chargeback disputes.
If you receive a chargeback, we'll debit your Account balance or bank account for the amount of the chargeback plus any applicable fees. We may also place a Reserve on your Account to fund potential future chargebacks associated with your Account.
To the extent permitted by law, we may set off any obligation you owe us under this Agreement (including chargebacks) against the balance in your Account or against any amounts due to you. All Fees are deducted first from the transferred or collected funds and thereafter from the balance in your WePay Account. If you do not have sufficient funds in your WePay Account, we may collect from any funding source associated with your Account, or from any other WePay Account under your control, or from any funding source associated with such other Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. Your failure to pay in full amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and any applicable interest.
If your WePay Account balance is negative or if you owe us money, we may deduct that money from your incoming payments or debit your bank account or credit card on file.
If there is no activity in your WePay Account (including access or payment transactions) for the period of time set forth in the applicable unclaimed property laws, and you have a positive balance, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your WePay Account open and maintaining the balance, withdrawing the balance, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your WePay Account and escheat your funds in accordance with applicable law.
If there is no activity in your WePay Account for a long time, we will notify you of your options.
When you receive a payment, we will update your Account and provide a transaction confirmation on our Website. This confirmation will serve as your receipt. Summaries of your Account activity are available on our Website. You should make archival copies of your WePay Account data regularly. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data, and (b) reconciling all transaction information that is associated with your WePay Account. If you believe that there is an error or unauthorized transaction activity associated with your WePay Account, please contact Customer Support immediately.
If you make a subscription payment, you will receive an email confirmation with a link that enables you to terminate future payments, if you wish. Alternatively, if you have an Account, you may log in at any time to terminate subscription payments.
We will attempt to correct processing errors that we discover by debiting or crediting your WePay Account. WePay will only correct transactions that are processed incorrectly if and when you notify us of such an error in a timely fashion.
You can see your full transaction history by logging into WePay at any time. If you notice an error, you must notify us within 30 days, or you waive your right to have that error rectified.
When using the Service, Users may upload photos, input text, or publish or share other materials ("User Content"). You agree that you will not upload User Content to the Service unless you have created that content yourself, or you have permission from the owners of all intellectual property rights in your User Content to do so.
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, transferable, and sublicensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your User Content throughout the world in any media in order provide and promote the Service and WePay's business. You retain all rights to your User Content, subject to the rights granted to WePay in this Agreement. You may modify or remove your User Content via your WePay Account or by terminating your WePay Account.
WePay reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Content at any time and for any reason without notice. You understand that by using the Service, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
Don’t provide content on the Service unless you own it. WePay may remove, screen, edit, or disable any content that you upload.
WePay respects the intellectual property rights of others, and asks you to do the same. If you believe that User Content posted on the Service infringes copyright, trademark, or other intellectual property rights owned by you (or a person on whose behalf you are authorized to act), send WePay an Infringement Notice containing the following:
WePay respects the intellectual property rights of others, and asks you to do the same.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If you discover a security-related issue, you agree to inform us of the issue immediately by contacting the WePay Security Team at firstname.lastname@example.org. You also agree not to disclose the issue until WePay has addressed it.
We take great measures to protect your information. However, that's not always possible. You acknowledge that you provide personal information at your own risk.
If your WePay Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (e) that WePay shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.
You should understand the consequences of termination of your WePay Account.
You may terminate this Agreement by closing your WePay Account at any time. When you close your WePay Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your WePay Account as a means of evading your payout schedule). If an investigation is pending at the time you close your WePay Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.
If you close your WePay Account, we'll send you your money, but it may be subject to limitations or hold periods to ensure that you can fulfill your obligations.
We may terminate this Agreement and close your WePay Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and access to your WePay Account (including the funds in your WePay Account) if you (a) have violated the terms of the WePay’s policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
We may terminate this Agreement and close your Account for any reason or no reason at any time, but we'll always keep you informed.
We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
Termination of this Agreement does not relieve you of any obligations to pay any amounts that you owe.
WePay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when WePay makes these updates available.
You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any WePay system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with WePay referencing this section that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from WePay; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Service, work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section. You may not use the Service on a mobile device that is “jail broken” or otherwise modified contrary to the manufacturer’s software or hardware guidelines. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
WePay grants you a license to electronically access and use the Service solely to accept and receive payments and to manage the funds you receive. We want you to enjoy this Service, but there are a few things you can't do or ask others to do.
The Service is licensed and not sold. WePay reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. WePay owns the title, copyright and other worldwide intellectual property rights in the Service and all copies of the Service. This Agreement does not grant you any rights to WePay's trademarks or service marks, nor may you remove, obscure, or alter any of WePay’s trademarks or service marks included in the Service.
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Feedback"). By submitting Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place WePay under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, WePay does not waive any rights to use similar or related ideas previously known to WePay, or developed by its employees, or obtained from sources other than you.
WePay owns all intellectual property rights in the Service, including any comments or ideas submitted by you.
You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) 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 person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Rules; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code.
You agree to pay if your actions cause someone to make a claim against us.
You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.
You promise us that the information you provide is accurate and that you won't misuse the Service.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WEPAY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WEPAY, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WEPAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WEPAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
You agree to use the Service at your own risk.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEPAY, ITS PROCESSORS, SUPPLIERS OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WEPAY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR WEPAY ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEPAY AND ITS PROCESSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WEPAY, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from facilities in the United States. WePay makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
There are limitations to our liability. This section is written in all caps for a reason. Read it thoroughly.
If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact WePay Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.
If a dispute of any kind arises, we do our best to address your concerns quickly. If we cannot resolve your issue, we agree to binding individual arbitration.
You and WePay agree to arbitrate all “Disputes,” defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between you and WePay, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of our relationship, WePay advertising, and any use of WePay software or services. "Disputes" also include any claims that arose before this Agreement and that may arise after termination of this Agreement.
Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST WEPAY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) ("AAA") according to this provision and the applicable arbitration rules. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration hearing will occur within the county or parish where you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or WePay may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and WePay subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you or by WePay, unless the arbitrator requires otherwise. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement. If the value of the relief sought is $10,000 or less, at your request, WePay will pay all filing, administration, and arbitrator fees associated with the arbitration. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, WePay will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration form being cost-prohibitive. In the even the arbitrator determines the claims you assert in the arbitration are frivolous, you agree to reimburse WePay for all fees associated with the arbitration paid by WePay on your behalf that you otherwise would be obligated to pay under the AAA’s rules. For purposes of this arbitration provision, references to you and WePay also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized Users or beneficiaries of the Service.. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the County of Santa Clara, California, or federal court for the Northern District of California. Consumer customers have a right to appeal any decision to a panel of multiple arbitrators if the claim is above $100,000. This stated threshold is based on the amount of the claim, not the amount of the award.
You and WePay agree to arbitrate all Disputes rather than resolve them in court.
This Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
This Agreement and any Dispute will be governed by California law and/or applicable federal law.
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
You've got a full year to commence a dispute.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by WePay without restriction.
This Agreement may only be transferred by WePay, not you.
You agree that WePay is not responsible for services or websites provided by others.
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our Website or any other website maintained or owned by us and identified to you. Any use of our software or Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
WePay has the right to change this Agreement or the Service at any time.
Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and WePay, and they describe the entire liability of WePay and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Service. In the event of a conflict between this Agreement and any other WePay agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings and summaries are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that WePay may have under trade secret, copyright, patent or other laws. WePay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
This Agreement is a complete statement of the agreement between you and WePay.
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.
Upon termination of this Agreement, certain sections of it will remain in effect.