MERCHANT LICENSE AGREEMENT
If Customer has selected that credit card transaction processing will be provided automatically with the Smpl services, Customer agrees to the following contractual provisions:
Customer hereby authorizes Smpl to bind Customer to the end-user license agreement offered by its payment gateway provider(s) for the purpose of establishing Customer as a customer of its payment gateway provider(s).
Customer shall be responsible for the operation and connection of their point of sale equipment with the payment gateway provider(s)’s systems and services.
Customer using Clover devices authorize Clover Network Inc. to handle the processing of payments separately from Smpl Services.
Customer is liable for all fees charged to Smpl by its payment gateway provider(s) for Customer’s use of the payment gateway provider(s)’s systems and services.
Customer shall: (i) secure any credit card transaction data residing on the equipment owned, controlled or operated by Customer from intrusion or unauthorized access, (ii) comply with all provincial, territorial, state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, store, sell or disseminate any credit/debit card-holder information obtained in a credit/debit card transaction processed through Smpl or its payment gateway provider(s), including but not limited to storing private cardholder credit/debit card information such as card numbers, expiration dates and CVV numbers, outside of the payment gateway, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data.
Customer agrees that neither Smpl nor its payment gateway provider(s) shall be liable for any improperly processed transactions, illicit access to Customer’s account with its payment gateway provider(s) or any of Customer’s transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)’s account access information.
Customer agrees to immediately notify Smpl in the event of any security breach or suspected security breach of Customer’s systems or unauthorized or suspected unauthorized access to Customer’s transaction data.
CUSTOMER HEREBY AGREES TO INDEMNIFY AND HOLD SMPL HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE LEGAL FEES INCURRED BY SMPL OR ITS AFFILIATES) BROUGHT AGAINST SMPL OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY CUSTOMER’S USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON.
CUSTOMER AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)’S SYSTEMS OR SERVICES IS AT CUSTOMER’S SOLE AND ABSOLUTE RISK AND THAT NEITHER SMPL, NOR ANY SMPL PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY CUSTOMER ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)’S SYSTEMS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT SMPL IS NOT RESPONSIBLE FOR ITS PAYMENT GATEWAY PROVIDER(S)’S SYSTEMS AND THAT NO WARRANTY OR CONDITION WHATSOEVER, INCLUDING FOR MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER LEGAL, EXPRESS OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, ARISES ON THE PART OF SMPL. CUSTOMER AGREES THAT CUSTOMER’S SOLE RECOURSE IN THE EVENT OF ANY CLAIM IS AGAINST ITS PAYMENT GATEWAY PROVIDER(S) AND CUSTOMER HEREBY IRREVOCABLY RELEASES AND WAIVES ANY CLAIM IT HAS OR MAY HAVE, WHETHER OR NOT INCHOATE, AGAINST SMPL AND THE SMPL PARTIES ARISING FROM USE OF ITS PAYMENT GATEWAY PROVIDER(S)’S SYSTEMS.