Terms of Service.
1. Welcome
1.1 Welcome to Lopay, which is owned and operated by Lopay Corp. (“we”, “Lopay”, “our” or “us”, as applicable) whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801.
1.2 These terms, together with the terms of the applicable end user license made available to you at the time you download the Lopay Merchant App (“Terms”), form the basis of an agreement between Lopay and any user (“User”, “End User”, “you”, or “your”) of the Lopay Merchant Application (the “App”) and EPOS Hardware (“Services”).
1.3 By downloading the App, creating an Account and using our hardware and Services, you agree to be bound by the Terms set out below. Please ensure that prior to creating an Account and using the services, you have read and understood these Terms and that you agree to be bound by them. If you do not agree to these Terms, do not use the Services.
1.4 We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become a part of your agreement with us if you use the applicable Services. If there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control as for that conflict. The following are Supplemental Terms:some text
1.4.1 Digital Wallet Terms. These Digital Wallet Terms apply where you register your Lopay card with a Digital Wallet provider;
1.4.2 Privacy Notice. This Privacy Notice explains how we collect, use, and share information we collect about you when you use our Services.
1.5 We may make changes to these Terms from time to time. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes to the Terms, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Each time you use the App or Services, please check these Terms to ensure you understand the Terms that apply at that time. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.
1.6 THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 21 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
2. Eligibility; Use Restrictions
2.1 Authorization. If you use our Services on behalf of another person or entity: (a) all references to “you” throughout these Terms (other than in this Section 2.1) will include that person or entity; (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.
2.2 Jurisdiction. You may only use our Services in the jurisdictions authorized by Lopay. Use of our Services is currently authorized only in the United States.
2.3 Use and Sharing. Our Services are provided to you only for your internal business use and not for the benefit or use of any third party. Lopay may enable you to designate authorized individuals (“Authorized Users”) to use our Services, and only Authorized Users may use our Services. You will be solely responsible for your Authorized Users and their activity in connection with the Services.
2.4 Our Services enable you to make and receive payments from your End Customers. Lopay is not a party to any agreement you enter into with your End Customers and you acknowledge and agree that you are solely responsible for ensuring that any terms you wish to incorporate in those agreements are communicated to the End Customer, together with the legality of all such terms.
3. Your Information
3.1 You may provide certain information to Lopay in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, SMS or text messages, and other types of communication from Lopay via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Lopay in connection with the Services is accurate, complete, and up-to-date. For information about how we collect, use, share, and otherwise process information about you, please see our Privacy Notice.
3.2 We may also share your personal information with our third-party payment processor, Stripe. Stripe will process that information pursuant to its own terms of service and Stripe’s privacy policy, available at https://stripe.com/privacy. You acknowledge and understand that we have no control or responsibility over how Stripe processes your personal information.
3.3 We will also collect and process personal information about each End User who uses the EPOS hardware to make purchases from you. Information on how we collect and process information about End Users is included in our Privacy Notice. You acknowledge that we have no direct contractual relationship with End Users, and that it is your responsibility to inform End Users about our Privacy Notice and will include a reference to sharing End User personal information with Lopay within your own privacy notice.
4. TCPA disclosure
By using our services and providing your phone number, you consent to receive telemarketing calls and text messages, and prerecorded voice messages from Lopay at the phone number you provided. These communications may be made using automated dialing technology. We may monitor and record phone calls to improve our service. You are not required to consent to receive these communications in order to use our services or make a purchase.
5. SMS Terms of service
By providing your phone number and opting in to receive SMS messages from Lopay, you consent to receive marketing and transactional text messages, including but not limited to updates, promotions, and customer service messages, sent by or on behalf of Lopay to the mobile number you provided. You agree to receive messages periodically at our discretion, subject to your ongoing ability to opt-out at any time. Message frequency will vary. But our SMS program involves recurring mobile messages and additional mobile messages may be sent periodically based on your interaction with us. We reserve the right to alter the frequency of mobile messages sent at any time. Standard message and data rates may apply.
You may opt out of receiving SMS messages at any time by replying STOP to the same number you received the SMS from or by contacting us at [email protected]. You can also log in to your account to opt-out and update/change the phone number associated with your account. You may receive an additional mobile message confirming your decision to opt out. You may also email us at [email protected] to opt-out. Please note that the use of this email address is an acceptable method of opting out. We will accept opting out by verbally requesting to be opted out while on the phone with a customer support agent, however, we will need it in writing as well sent to [email protected]. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP keyword command, such as the use of different spellings or the addition of other words or phrases to the command, and agree that LoPay and its service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than STOP or verbally requesting one of our employees to remove you from our list is not a reasonable means of opting out. You can also email [email protected] for questions or support.
You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions. We will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
5. Accounts; Services
5.1 Through your Account and use of the Services, you will be able to make and receive payments from End Customers.
5.2 Authorized Users must create Accounts in order to use some or all of our Services. You will ensure that your Authorized Users: (a) do not share their Account credentials; (b) provide accurate Account information and promptly update this information if it changes; and (c) use a strong password for their Account that is unique to our Services and not used by that Authorized User in any other website or online service. If you discover or suspect that someone has access the Account of one of your Authorized Users without permission, you will promptly notify Lopay. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.
5.3 The Services can be accessed once you have installed the App and have registered an Account by completing the onboarding process within the App powered by our third-party payment processor Stripe, through whom payments are processed using the App. We will collect details relating to you and your business and conduct verification checks as part of our fraud monitoring, Anti-Money Laundering (“AML”) and Know-Your-Customer (“KYC”) obligations. We use Stripe to assist us with this verification process. By submitting your information and requesting an Account, you confirm that we may verify your information in this manner.
5.4 We reserve the right in our absolute discretion to refuse to register an Account without providing a reason.
5.5 Stripe will have a direct contractual relationship with you to enable your acceptance of payments through Stripe’s Connect service via the App. Stripe’s terms of service can be found at https://stripe.com/legal/connect-account. By becoming a registered User, you give us the authorization to provide the Services to you and to communicate account and transaction data we collect from you to Stripe to enable Stripe to process your customer payments on your behalf.
5.6 You shall comply with any terms and conditions applicable to the use of any payment processor you register with or use in connection with the App (including where applicable those relating to Stripe, currently located at https://stripe.com/connect/account-terms, for which we provide you with an opportunity to review when registering with Stripe using the App). You are solely responsible for maintaining your relationship with Stripe, including for providing accurate, complete, and up-to-date information to Stripe.
5.7 You acknowledge that you will not use the App or the Services in connection with any of the restricted activities described on our restricted businesses page and https://stripe.com/legal/restricted-businesses, as may be updated from time to time.
5.8 You acknowledge and understand that we, or our payment processor, have the right to decline any transactions you seek to initiate through our Services in our absolute discretion.
6. Purchase and Use of EPOS
6.1 Lopay makes available a range of EPOS hardware to enable you to take payment from your End Users. Services can be accessed once you have registered an Account and ordered a card reader from within the App. Card readers are provided by Stripe and as a result, Stripe will have a direct contractual relationship with you to enable your use of the card reader. By ordering a card reader you agree to comply with Stripe’s terms located at https://stripe.com/legal/terminal-device-eula.
6.2 For certain EPOS hardware, we may offer you the ability to lease the hardware from us, subject to Supplemental Terms. If you elect to lease EPOS hardware, you acknowledge and understand that you will not own the hardware and are fully liable for any damaged or unreturned hardware.
6.3 Replacement hardware can be ordered either within the App or on our e-commerce store, at the prices displayed from time to time.
7. Fees and Fines
7.1 Lopay will provide the Services to you at the rates and fees (“Fees”) described in the App and on the Fee Schedule located at http://us.support.lopay.com/en/articles/9771771-us-fee-schedule. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least thirty (30) days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
7.2 In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Account resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Card Network’s rules and regulations.
7.3 You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value-added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement.
7.4 Where you are registered with the Lopay Rewards Scheme (see below), you may earn rewards in the form of reduced Fees. Rewards may be reclaimed against future (but not previous) Fees and be applied in the form of a reduction.
8. Ownership; Limited License; Intellectual Property Rights; Feedback
8.1 The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Lopay or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.
8.2 Subject to your compliance with these Terms, you are hereby granted a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use our Services for your commercial use, and solely with respect to any applications included in the Services, install and use such application on a mobile device that you own or control. Any such use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and is a violation of our intellectual property rights. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the application and remove (that is, uninstall or delete) the applicable application from your mobile device.
8.3 We reserve all rights not expressly granted to you by these Terms and except as permitted through the Services or as otherwise permitted by us in writing, your license does not include the right to:some text
8.3.1 license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services, or any content made available through the Services;
8.3.2 modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services (except to the extent that this may not be prohibited by law); or
8.3.3 access the Services or any content made available through them (including via our website) in order to build a similar or competing website, product, or service, unless otherwise agreed or licensed by us.
8.4 All data you provide to us through your use of the App and Services (“Customer Data”) shall remain owned by you but you grant to Lopay and its affiliates a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the App and Services.
8.5 Lopay may use Derived Data for purposes of operating, analyzing, improving, or marketing its Services. “Derived Data” means data that is collected, generated, or derived by Lopay as a result of your use of the App and Services, including but not limited to usage statistics, analytics, and performance data.
8.6 You may voluntarily submit or otherwise communicate to us any questions, comments, suggested, ideas, original or creative materials, or other information about Lopay or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including the develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services or the Services in Lopay’s sole discretion. Lopay will exclusively own all improvements to, or new services, or Services based on any Feedback. You understand that Lopay may treat Feedback as nonconfidential. For any Feedback that you provide to us, you acknowledge and agree that we have the right to display such Feedback across our own or partner media channels. To the extent that such Feedback is protected by intellectual property rights, you grant us a perpetual, worldwide, royalty-free license to use, copy, modify, distribute, sell and disclose or sub-license to third parties any such Feedback for any purpose related to our business or that of any of our licensors.
9. Trademarks
LoPay, Lopay, and our logos, product and service names, slogans, and the look and feel of the Services are trademarks of Lopay and may not be copied, imitated, or used, in whole or in part, without our prior written permission. These, together with the names and logos of any payment processor providers and all other trademarks and brands appearing on the App are owned by us or our licensors, and are the property of their respective owners. Reference to any product, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
10. Loyalty Rewards Scheme
10.1 Where you have registered your Lopay Account with the Lopay Rewards Scheme you may be eligible to earn rewards in respect of qualifying purchases you make using your Lopay Card.
10.2 Where you have a Lopay Card linked to your Account you understand and agree that you are automatically opted-in to the Lopay Rewards Scheme.
10.3 Rewards can be earned by using your Lopay Card to make qualifying purchases across our various retailers and partners. We reserve the right to add or remove qualifying partners at any time as well as to vary the level of reward earned.
10.4 Rewards can be redeemed in the form of reduced Fees. For the avoidance of doubt, rewards effectively constitute a reduction in the Fee charged and do not have monetary value or apply as an offset to Fees charged.
10.5 All Rewards accrued via the Lopay Rewards Scheme expire within 2 years of Account inactivity. We reserve the right to reduce this period at our discretion but will provide advance notice to you if we do.
10.6 We reserve the right to withhold or cancel accrued Rewards if we determine your Account and/or your Rewards account to be in breach of our terms and acceptable use policy.
10.7 We may offer rewards, introductory offers and referral incentives in addition to the Lopay Reward Scheme. You acknowledge and understand that such rewards are discretionary and may be withdrawn by us at any time.
11. Availability of the App and Services
11.1 We try to ensure that our App is available at all times, but, of course, due to the inherent nature of internet-based services, we cannot guarantee this.
11.2 We do not guarantee that the Services will always be available or uninterrupted.
12. Acceptable use
12.1 You may use our Services and App for lawful purposes only.
12.2 You may not use our Service if you are not eligible to use our Services in accordance with Section 2 of these Terms and will not use our Services other than for their intended purposes. Further, you will not, in connection with your use of our Services: some text
12.2.1 Violate any applicable law, contract, intellectual property right, or other third-party right, or commit a tort;
12.2.2 Send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in these Terms;
12.2.3 Use or attempt to use another user’s Account of information without authorization from that user and Lopay;
12.2.4. Impersonate or otherwise misrepresent your affiliation with a person or entity; 11.2.5. Sell or resell our Services;
12.2.6. Modify our Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services;
12.2.7. Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from full enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
12.2.8. Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
12.2.9. Develop or use any applications or software that interact with our Services without our prior written consent;
12.2.10. Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
12.3 It is the Merchant’s responsibility to distribute any gratuities received via our App or Services to their staff.
12.4 It is the Merchant’s responsibility to transfer any donations received via our App or Services to their specified charity and we reserve the right to request proof that they have made the correct transfers at any point.
12.5 Enforcement of this Section 11 is solely at Lopay’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.
13. Suspension and Termination
13.1 Failure to comply with the Acceptable Use section in these Terms constitutes a material breach of the Terms, and may result in us taking all or any of the following actions:some text
13.1.1 immediate, temporary or permanent withdrawal of your right to use our App and Services;
13.1.2 issuing a warning to you;
13.1.2 legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
13.1.3 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
13.1.4 The actions that we may take following your breach of such Terms are not limited to those described in the paragraph above and we may take any other action we reasonably deem appropriate.
14. Updates to the App and Services
14.1 We aim to update our App and Services regularly and may change the content at any time.
14.2 If the need arises, we may suspend access to our App and Services, or close them indefinitely.
14.3 Any of the material on our App may be out of date at any given time, and we are under no obligation to update such material. This does not apply to any personal information that we hold about you.
15. Payment Processors
15.1 We have no control over the actions or omissions of any third-party payment processor you register with or use in connection with the App, including Stripe, and make no promises in relation to the availability, quality or suitability of their services. For clarity, where a third-party payment processor restricts, suspends, or terminates your use of their payment processing services or restricts your access to any funds held with the third-party payment processor, Lopay is not liable. Such dispute is to be resolved directly between you and third-party payment processor and not between you and Lopay.
15.2 Nothing in these Terms affects your legal rights in relation to any third-party payment processor that you use in connection with the App.
16. Lopay Spend Card Program
Services, including the Lopay Spend Card Program may be provided by one of our financial and payments institution partners, such as each issuing bank that is a member of a Card Network and is responsible for issuing Cards to you (“Financial Institution Partner”). References to Financial Institution Partner shall be deemed to include Stripe, Inc. and Celtic Bank in their capacity as issuers and program managers for the Lopay Spend Card Program
17. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Lopay and our subsidiaries and affiliates and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Lopay Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to: (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. you will promptly notify Lopay Parties of any third-party Claims, cooperate with Lopay Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including reasonable attorneys' fees). The Lopay Parties will have control of the defense or settlement, at Lopay’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in written agreement between you and Lopay, or other Lopay Parties.
18. Disclaimers
Your use of our Services and any content or materials provided therein or therewith is at your sole risk, including but not limited to EPOS hardware or services relied on by users to read the QR codes from the App. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith are provided “as is” and “as available” without warranties of any kind, either express or implied. Lopay disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Lopay does not represent or warrant that our Services or any content provided therein or therewith are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith will be uninterrupted. While Lopay attempts to make your use of our Services and any content provided therein or therewith safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith. All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Lopay, Lopay Parties, and Lopay’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
19. Limitation of Liability
19.1 To the fullest extent permitted by applicable law, Lopay and the other Lopay Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Lopay or the other Lopay Parties have been advised of the possibility of such damages.
19.2 The limitations set forth in this Section 18 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct or Lopay or other Lopay Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation or incidental or consequential damages, so the above limitations or exclusions may not apply to you.
19.3 Except as set out in the paragraphs above, we are not responsible for any loss or damage that you suffer as a result of your own breach of these Terms, or as a result of any IT hardware or software failure.
19.4 Except as expressly set out above in this Section 18, our maximum aggregate liability to you under or in connection with these Terms, the App or the Services, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to five dollars ($5.00).
20. Release
To the fullest extent permitted by applicable law, you release Lopay and the other Lopay Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between Users and the acts or omissions of third parties.
21. Complaints and Requests for Additional Information
If you have any general complaints or wish to request further information about the App or the Services, please contact us using the contact details in these Terms and we will reply to your communication within five (5) business days.
22. Governing Law; Arbitration
These Terms are governed by the law of the United States (including federal arbitration law and the Commonwealth of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. The Commercial Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer_Rules_Web_2.pdf. Any in-person appearances will be held in New Castle County, Delaware, U.S.A. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
23. General
23.1 Severability. If any part of these Terms is found to be unenforceable as a matter of law, all other parts of these Terms will not be affected and shall remain in force. For the avoidance of doubt, should these Terms or any part of them be deemed void or voidable, this shall not affect the validity of any license provided under these Terms.
23.2 Force Majeure. If we are prevented or delayed from complying with our obligations under these Terms by anything you (or anyone acting on your behalf) does or fails to do or due to events or circumstances beyond our reasonable control then our inability or delay in performing our obligations will not be deemed to be in breach of contract. Such circumstances include fire, flood and other acts of God, strikes, trade disputes, lockouts, restrictions of imports or exports, riots, accidents, disruption to energy supplies, civil commotion, pandemics and other public health crises, acts of terrorism or war,
23.3 Assignment. You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
23.4 Waiver. If you breach these Terms and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms again.
23.5 Exclusion of Third-Party Rights. These Terms do not create any right enforceable by any person who is not a party to them (or any contract made under them).
23.6 Language. These Terms may be presented to you in more than one language. However, the English language version of these Terms shall prevail. The contract between us will be concluded in English.
23.7 Consent to Electronic Signature. By submitting your application to open a Lopay Account or otherwise agree to these Terms of Service, you are providing your electronic signature, and you thereby accept and enter into the Terms with Lopay. By clicking “Submit Application,” you further agree to the Card Terms, including the Stripe Connected Account Agreement, the Stripe Issuing Accountholder Terms, and the Celtic Bank Issuing Bank Terms, and you consent to electronic signatures as set forth in the Celtic Bank Issuing Bank Terms.
23.8 Commercial Financing Disclosure: For Stripe Connected Accounts belonging to users with a main business address in: (i) California; (ii) New York; or (iii) Utah, you must also review, accept, and execute the following Offer Summary located at https://stripe.com/legal/issuing-offer-document.
24. Contact us
If you have a question or complaint regarding the Lopay Services, you may contact us by email at [email protected] or by using the web form on our website at https://lopay.com. Please note that email communications will not necessarily be secure; accordingly, you should not include bank account information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Addendums:
- Lopay Spend Card Addendum
- Card Terms Addendum
- Apple Payment Addendum
Lopay Spend Card Addendum
Last Updated: November, 2024
This Lopay Spend Card Addendum (this “Addendum”) is incorporated into and made a part of the Lopay Terms of Service agreement between you (“User”, “End User”, “you”, or “your”) and Lopay Ltd. (“we”, “Lopay“, “our” or “us”, as applicable) governing your use of the Spend Card. Capitalized terms used herein that are not otherwise defined herein shall have the meaning provided in such Lopay Terms of Service (the “Terms”). The Terms as supplemented by this Addendum governs your use of the Spend Card feature of your Lopay Account.
1. Spend Card Terms
Spend Cards are managed by Stripe, Inc. and issued by Celtic Bank (each an “Issuer”). The Terms of Service, this Addendum, and the Spend Card Terms govern your use of the Spend Cards. You may only use the Spend Cards if you, your Authorized Users, and your Users consent to the Terms of Service, this Addendum, and the Spend Card Terms, and any conditions imposed by Lopay. Issuers may update the Spend Cards Terms at any time by providing notice to you through Lopay and, notwithstanding any other provision hereof or of the Terms of Service, your continued use of the Spend Cards after such notice constitutes your acceptance of the updated Spend Card Terms.
2. Spending Limits
2.1 You may not make a payment for goods or services to a merchant using a Spend Card (“Charge”) to a merchant that would cause you to violate any of the limits set forth in this Section 2. You may view these limits through your Account App.
2.2 When you create a Lopay Account, Issuer and Lopay will establish a “Total Spending Limit” for such Lopay Account, which will be the maximum aggregate amount available for Charges across all Spend Cards associated with such Lopay Account. The initial Total Spending Limit will be set by Issuer and Lopay in their sole discretion, based on the amount of funds contained in your Lopay Account. Afterward, your Total Spending Limit for your Lopay Account and associated Spend Cards will be based on the amount of funds available in your Lopay Account. Lopay and Issuer may increase or decrease the Total Spending Limit at any time based on risk or compliance considerations.
2.3 Subject to the Total Spending Limit, Issuer and Lopay may set and adjust from time to time spending limits for particular Spend Cards (“Card Spending Limit”), as well as overall daily spending limits (“Daily Spending Limit”).
2.4 The aggregate amount available for Charges on Spend Cards associated with your Lopay Account at any given time (“Available Spend”) will be the lesser of: (i) the amount presented by us to you in your Lopay Account); or (ii) the Total Spending Limit. The amount available for Charges on a particular Spend Card will be subject to the Card Spending Limit and/or Daily Spending Limit (if any) for such Spend Card.
3. Requesting Cards
You may request Spend Cards for Authorized Users through your Lopay Account but will only request Spend Cards for and provide Spend Cards to individuals (whether or not they are your employees) who are authorized by you. Spend Cards may be denied or canceled due to changes in Issuers' policies, as required by law, or for other reasons we determine are appropriate under the circumstances. Spend Cards may be issued to Users and Authorized Users as virtual Spend Cards (i.e., Spend Cards issued without an associated physical card) or physical Spend Cards. You will be able to view transactions and manage your Spend Cards through the Lopay Account.
4. Using Cards
You may only use Spend Cards for bona fide business-related Charges. You are responsible for selecting who in your organization should have access to Spend Cards. You agree to establish and maintain controls designed to ensure that the Spend Cards are only used for bona fide business purposes and in compliance with Card Network rules. You are solely responsible for Charges made by any individuals given access to Spend Cards even if they are not the person associated with or named on the Spend Card. Lopay, Issuers, Card Networks, or other intermediaries (including merchant acquirers) may deny or reverse Charges for any reason. Lopay is not responsible for any losses, damages, or other harms caused by Charges that are denied or reversed.
5. Disputed Charges
If you have a dispute with a merchant or seller regarding the product or service that is the subject of a Charge, you should contact the merchant or seller to resolve the dispute. If a Charge is not appropriately addressed with the merchant or seller, then you may submit a chargeback of the Charge by contacting Lopay via your Account or using Lopay's support form. You acknowledge that Issuer and Lopay are subject to the Card Network Rules with respect to chargebacks and may not be able to successfully charge back the Charge. If you believe a Charge was unauthorized, or if you believe your statement contains any errors, you should contact Lopay immediately through your Lopay Account or using Lopay's support form. You must report any disputed Charge or error no more than sixty (60) days after the disputed Charge posted to your Account. Notices for disputed Charges must specify your details, details about the User, details about the disputed Charge, and an explanation of your belief that the disputed Charge was made in error or was unauthorized. Lopay will review the information submitted in a commercially reasonable manner. To avoid late fees and sustained reduction to Available Spend, you should pay the disputed Charge while Lopay determines the validity of the dispute, except where a provisional credit has been issued. If the dispute is deemed valid, Issuer and Lopay will credit the disputed Charge amount back to your Lopay Account. You hereby assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant or seller for any disputed Charge fully or partially credited to your Lopay Account.
6. Lost or Stolen Cards
You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Spend Card is lost, stolen, breached, or needs to be replaced. In such cases, you may request the issuance of replacement Spend Cards by Issuers through your Lopay Account. Replacement Spend Cards may have new account numbers that will require you to update the Spend Card on file for any scheduled or recurring payments. If you do not update the Spend Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Spend Cards stored with merchants where account numbers have been changed. You will keep your Lopay Account secure and only provide access to individuals that you have authorized. You will immediately disable User or Authorized User access to the Spend Cards if you know or believe your Lopay Account or Spend Cards have or may have been compromised or stolen or have been or may be misused, and you will promptly lock the Spend Card via your Lopay Account and notify us of any known or reasonably suspected unauthorized access or use. You are ultimately responsible for financial loss caused by you, Users, Authorized Users, or other persons given access to the Services, your Lopay Account, or Spend Cards, except as provided by Card Network rules. We may suspend access to your Lopay Account or Spend Cards if we believe your Lopay Account or Spend Cards have been compromised or that not doing so may pose a risk to you, Lopay, Issuers, or any third parties.
7. Foreign Exchange
All Charges and associated fees for Spend Cards issued by an Issuer located in the United States must be paid in USD (“Settlement Currency”). Some international Charges may clear in another currency other than your Settlement Currency and will undergo a currency conversion. For those transactions, we typically include a margin on the exchange rate selected by the Issuer or Card Network. Our margin is a currency conversion fee paid by you that will not exceed three percent (3%) of the rate applied to the local currency amount. On your statement, we will show the local currency amount prior to conversion and the amount you owe in the Settlement Currency. The exchange rate applied to your transactions may vary from time to time or among customers depending on a variety of factors, such as your relationship with us, the terms and policies of the Issuer or Card Network, the local currency, the type of transaction being conducted, the transaction amount, and the date and time of the currency exchange.
Card Terms Addendum
Last Updated: November, 2024
The Financial Institution Partners listed below issue Cards in the associated locations pursuant to the applicable Card Terms:
- Stripe Issuing Accountholder Terms (https://stripe.com/legal/issuing-accountholder)
- Issuing Bank Terms - Spend Card (Celtic Bank) (https://stripe.com/legal/celtic-spend-card)
By using the Spend Card Services, you also consent to the following customer terms and conditions:
- Stripe Connected Account Agreement (https://stripe.com/legal/connect-account)
- Stripe E-Sign Disclosure (https://stripe.com/issuing/e-sign-disclosure/legal)
- Celtic Bank Authorized User Terms (https://stripe.com/legal/issuing/celtic-authorized-user-terms)
At any time, you may contact Lopay with questions or concerns regarding the Issuer of your Lopay Spend Cards. We may modify this schedule from time to time as our product and partnerships evolve. Please check back for updates.
Apple Payment Addendum
Last Updated: November, 2024
If you accept payments via the Apple Payment Platform, you agree to the following Apple Pay-specific terms (“Apple Payment Terms”):
1. Definitions
1.1 All capitalized terms not defined herein shall have the meanings ascribed to them in the Terms of Service. some text
1.1.1 "Affiliates” shall mean any person that controls, is controlled by, or is under common control with a party. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies on a person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, but not by way of limitation, the direct and indirect ownership of more than fifty percent (50%) of (a) the voting securities or (b) an interest in the assets, profits, or earnings of a person shall be deemed to constitute “control” of the person.
1.1.2 "Apple” shall mean Apple, Inc.
1.1.3 “Apple Confidential Information” shall mean: (i) product plans and roadmaps of Apple and its Affiliates; (ii) this Apple Pay Addendum; (iii) any and all information related to customers or potential customers of Apple or its Affiliates that is obtained, generated or created by or on behalf of Apple or its Affiliates, including any and all information related to the Apple Payment Platform and the Program; and (iv) any other information that could reasonably be determined to be confidential, whether or not identified in writing as confidential.
1.1.4 “Apple Payment Platform” shall mean the payment platform that utilizes Apple Technology to enable users to make payments using credit, debit, and prepaid cards and other physical, digital or virtual payment cards, credentials or account access devices and access other related services using Apple products designated by Apple or its Affiliates (or any successor or substitute thereof).
1.1.5 “Apple Pay Transaction” shall mean a transaction processed between you and a merchant using the Apple Payment Platform.
1.1.6 “Apple Technology” shall mean technology (and all Intellectual Property therein or thereto) that Apple or any Apple Affiliate owned, conceived, reduced to practice, authored, or otherwise created or developed separately and independently of a Stripe customer and its Affiliates.
1.1.7 “Program” shall mean the availability of the Apple Payment Platform in the United States for use by Lopay, Issuer, Stripe, Inc. and Lopay Users with Spend Cards, for the purposes of enabling Lopay Users to make payments in connection with the Lopay Services
2. Apple Payment Terms
2.1 You acknowledge and agree, that to the maximum extent permitted under applicable laws, in no event will Apple be liable to you for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages.
2.2 You acknowledge and agree that Apple shall not be liable for any unauthorized Charges made using a Spend Card.
2.3 You acknowledge and agree that you will not discriminate against the Program, Apple Pay Transactions, and/or the Apple Payment Platform relative to other transactions and/or platforms of similar kind.
2.4 You acknowledge and agree that you will comply with all applicable laws related to the performance of your obligations under the Terms of Service.
2.5 You acknowledge and agree that you are prohibited from passing fees attributable to Apple Pay on to individual Spend Card holders or Authorized Users.
2.6 You acknowledge and agree that you will protect the Apple Confidential Information obtained pursuant to the Terms of Service from unauthorized dissemination and use with the same degree or care that you use to protect your own confidential information. You will not use the Apple Confidential Information for purposes other than those necessary to directly further the purposes of the Terms of Service. You will not disclose to third parties the Apple Confidential Information without the prior written consent of Apple, including the: (i) public disclosure of any metrics related to your use of the Apple Pay Program; and (ii) your planned use of the Apple Pay Program prior to the public launch of your use of the Apple Pay Program.
2.7 You acknowledge and agree, that to the extent you or an Authorized User provide any ideas, requests, feedback, reports, suggestions or recommendations to Apple, in writing orally, by demonstration or otherwise, regarding the Apple Confidential Information, Issuer (Celtic Bank) hereby grants to Apple a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide license to make, use reproduce, incorporate, modify, display, perform, sell, make or have made derivative works of, distribute (directly or indirectly) and sublicense, such feedback in connection with Apple’s products and services.
2.8 You grant a sublicense to Apple and its Affiliates (and their agents and contractors acting on their behalf), during the term of your use of the Services, a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display your marks as follows: (i) in connection with the use and display of the Apple Payment Platform in Apple products, including the right to embed and display your marks with such Apple products; (ii) in the marketing, advertising and promotion of the availability of the Apple Payment Platform in Apple products in any medium, including the right to use screen shares and images of your marks as they may be used in the Apple Payment Platform, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (iii) in a publicly disclosed list of Lopay Users participating in the Program. Any such use of your marks as set forth in items (i) through (iii) will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any of your marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).
2.9 You acknowledge and agree that Apple makes no representations or warranties, express or implied, regarding the Apple Payment Platform or any related products and services, including any implied warranty of merchantability or implied warranty of fitness for a particular purpose, all such warranties being expressly disclaimed. Without limiting the foregoing, Apple does not warrant that the use of the Apple Payment Platform or any related products and services will be error free or uninterrupted.
2.10 You acknowledge and agree that Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality or any other aspect of the Apple Payment Platform (whether software, hardware, or any part of the Apple Payment Platform service) at any time, including suspension of provisioning and transaction usage.
