Our service (the “Service”) helps you validate, tokenize and vault credit cards (and other payment types) and then process charges against those payment methods against one or more of the payment gateways that are integrated to the Spreedly platform and/or third party payment method receivers that we support, and, where applicable, automatically update expired or lost credit cards. Spreedly is not a payment gateway or merchant account provider and we do not assume any direct or indirect liability or responsibility for your agreements with payment gateways or merchant account providers supported on our platform. You will be required to register with Spreedly to use the Spreedly Service.
We provide the Spreedly API and other software to enable you to use the Service. We reserve the right to require you install or update any and all software updates to continue using the Service.
i. Merchant Qualification
Merchants designated by Visa as high-risk (High-Risk Acquirer Program with a condition of RED or higher) or on the MasterCard Alert to Control High-risk Merchants (MATCH) system may not participate in Account Updater.
Third party payment portfolios must not contain more than 20 percent High-Risk Merchant activity.Merchant must not be under any special conditions imposed by Visa Corporate Risk Management.Merchants must have been in business a minimum of six months.Over the course of six months, the merchant must have at least 1,000 transactions a month or an average of 5,000 transactions over three months.The merchant must maintain a chargeback ratio of less than 3 percentMerchants must meet the following risk management criteria:Must not be engaged in business categorized by the following merchant category codes: 5962, 5966, 5967, or 7995.Must not have sales transactions that are predominantly Quasi-Cash, Account Funding, or any combination thereof.
ii. Your Responsibilities
Protect the security of the information sent to or received from Account Updater.Use the same standard of care to protect and prevent misappropriation or improper disclosure of the confidential information as is used to protect its own confidential information, but in no event less than reasonable care.Be in compliance with the network operating regulations.Have a valid business need to receive updated account information, including but not limited to:Subscription servicesExpress checkout servicesMembership (club) servicesRecurring payment servicesRestrict access to Account Updater data to business need-to-know.Request an Account Update for every participating cardholder account in merchant’s customer database at least once every 180 calendar days for merchants that bill daily, weekly, monthly, quarterly or bi-annually or at least once every 365 calendar days for merchants that bill annually.Submit inquiries only for those customer accounts with which you have existing customer relationships and have their account information on file.Ensure that information received from Account Updater is properly, completely, and accurately incorporated into your customer database for utilization in future transactions.
iii. Prohibited Activities
You may not: Request authorization on accounts that have returned a response of “Closed Account”Submit inquiries to Account Updater on behalf of any other entity.If you have fraudulently misused the Account Updater program to obtain account updates, you will be removed from the Account Updater Program.
You agree to indemnify and hold Spreedly and its respective directors, officers, agents, and employees, harmless against any and all liability, costs, damages, and actions arising in connection with (a) your use of the Account Updater program, confidential information, and/or any associated written materials, and/or (b) any breach of its obligations as stated herein. You acknowledge and agree with the following:
-The program contains confidential information of Spreedly and others that has been disclosed to the merchant or to which the merchant has been provided access
-The merchant will not misappropriate confidential information of Spreedly
- The program contains Personal Data disclosed to Spreedly by the customer
You acknowledge and agree that any and all Confidential Transaction Data (as defined in the Card Network rules) or other Personal Data that you provide to the Card Networks in connection with the program may be used by them for the purposes described in their respective rules and for purposes of providing the program and other services as requested by you. For purposes of clarity, you represent and warrant that you will be solely responsible for providing notice to and obtaining any necessary consent from cardholders in connection with the processing of personal data by the Card Networks for the above purposes. You also represent and warrant that you will be solely responsible for handling requests from cardholders to access, correct, block or delete their Personal Data in connection with the Program.
SPREEDLY DOES NOT REPRESENT OR WARRANT THAT THE PROGRAM IS FREE OF DEFECT AND/OR MISTAKE; AND IS PROVIDED ON AN “AS IS” BASIS, “WITH ALL FAULTS”. SPREEDLY AND ITS PROGRAM COMPONENT SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO: THE PROGRAM, CONFIDENTIAL INFORMATION AND/OR ANY ASSOCIATED WRITTEN MATERIALS; THEIR USABILITY, CONDITION, OR OPERATION; THEIR MERCHANTABILITY; THEIR FITNESS FOR ANY PARTICULAR PURPOSE; OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL SPREEDLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF INCOME, USE, OR INFORMATION, NOR ANY OTHER COST OR EXPENSE INCURRED BY A MERCHANT OR ANY THIRD PARTY ARISING FROM OR RELATED TO USE OR RECEIPT OF THE PROGRAM, WHETHER IN AN ACTION IN CONTRACT OR IN TORT, AND EVEN IF THE MERCHANT OR THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH MERCHANT ASSUMES THE ENTIRE RISK OF USE OR RECEIPT OF THE PROGRAM OR CONFIDENTIAL INFORMATION.
Only in the event the limitation of liability set forth in the immediately preceding paragraph is deemed by a court of competent jurisdiction to be contrary to applicable law, the total liability, in the aggregate, of Spreedly to a Customer and anyone claiming by or through the Customer, for any claims, losses, costs, or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Program shall not exceed the total compensation received by Spreedly from the Customer for the use of the Program during the six months ending on the date that Spreedly was advised by the Customer of the Program concern. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, to the fullest extent permitted by law, unless otherwise prohibited by law.
We will provide you with customer service to resolve any issues relating to your Spreedly account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services.
Spreedly is responsible for protecting the security of Card Data (defined as a cardholder’s account number, expiration date and CVV2) in our possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.
You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, card, or transaction information (defined as “Data”) on your website. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. The steps you will need to take to comply with PCI-DSS and PA-DSS when using Spreedly will vary based on your implementation. For more information about implementing Spreedly, please refer to our documentation on the Documentation page of our website. If we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Card Data. You must not store CVV2 data at any time. Information on the PCI DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards.
You are required to obey all laws, rules, and regulations applicable to your use of the Service and we reserve the right to restrict access to the Spreedly Service by any entity that is considered in violation of this requirement.
We reserve the right to not store or submit any transaction you submit which we believe is in violation of this Agreement, any other Spreedly agreement, or exposes you or other Spreedly users to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your Spreedly account if we reasonably suspect that your use of Spreedly has been for an unauthorized, illegal, or criminal purpose.
You agree that Spreedly can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Spreedly account, or mailing them to the address listed in your Spreedly account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
You agree that, from the time you activate a paying account with Spreedly until you terminate your account with us, we may identify you as a customer of Spreedly. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Spreedly.
You agree to pay the fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. These Fees will be calculated pursuant to the Pricing Page on our website, which is incorporated into this Agreement by reference, or any other agreement between you and us that is intended to supersede the published pricing. We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Spreedly.
You may terminate this Agreement by closing your Spreedly account at any time by following the instructions on our website. We may terminate this Agreement and close your Spreedly account at any time for any reason effective upon providing you 15 days’ notice. We may suspend your Spreedly account and your access to the Service or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your Spreedly account, including but not limited to significant fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement.
Upon termination and closing of your Spreedly account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions and stop accepting new transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Termination does not relieve you of your obligations as defined in this Agreement. Upon termination you agree: (i) to immediately cease your use of the Service (ii) discontinue use of any Spreedly trademarks and to immediately remove any Spreedly references and logos from your Site (iii) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data. At any time within thirty (30) days after terminating your Spreedly account you may request in writing that we transfer Card Data associated with your account to an alternative PCI-DSS Level 1 certified payment processor that you identify to us. We will use commercially reasonable efforts to complete such transfer within ten (10) business days from receipt of your written request.
Spreedly grants you a personal, limited, non-exclusive, revocable, non- transferable license, without the right to sublicense, to electronically access and use the Service as described in Section 1 of Part A. The Service includes 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 Spreedly. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when Spreedly makes these updates available.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
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 (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Spreedly under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Spreedly does not waive any rights to use similar or related ideas previously known to Spreedly, or developed by its employees, or obtained from sources other than you.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Spreedly and our respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the Service, including without limitation any claims, fines, fees, penalties and attorneys’ fees; and/or (iii) your, or your employees’ or any agent’s, negligence or willful misconduct. Spreedly may engage in collections efforts to recover such amounts from you at your cost and expense.
You represent and warrant that at all times during the term of this Agreement and any renewal thereof:
(i) all representations and statements made by you in this Agreement, or in any other document relating hereto by you or on your behalf, are true, accurate and complete in all material respects; (ii) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age have obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Service in the manner prescribed by Spreedly; (iii) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (iv) the name identified by you when you registered is your name or business name under which you sell goods and services; (v) you are engaged in a lawful business and have all necessary rights and authorizations to sell and distribute your products and/or services; (vi) any sales transaction submitted by you will represent a bona fide sale by you; (vii) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (viii) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (ix) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (x) 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; (xi) you will comply, at your own expense, with all laws, policies, guidelines, regulations, ordinances or rules applicable to you, this Agreement, your customer data and/or any card authorization, credit, ticket only, capture or settlement request, decline transaction, or other related transaction, completed or submitted under your account, including without limitation: (a) the terms of service of the payment gateways, merchant service providers and/or API endpoints you connect with on the Spreedly service; (b) the operating rules, bylaws, schedules, supplements and addenda, manuals, instructions, releases, specifications and other requirements, as may be amended from time to time, of any of the payment networks including Visa, MasterCard, American Express, Discover Financial Services, and any affiliates thereof or any other payment network applicable to this Agreement; (c) PCI-DSS and PA-DSS, as applicable; and (d) any regulatory body or agency having jurisdiction over the subject matter hereof.
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM SPREEDLY OR ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF SPREEDLY WILL CREATE ANY WARRANTY.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE.
IN NO EVENT SHALL SPREEDLY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR SPREEDLY ACCOUNT OR THE INFORMATION CONTAINED THEREIN. SPREEDLY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9, SPREEDLY’S CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SPREEDLY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF SPREEDLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from its facilities in the United States. Spreedly 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, foreign 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.
You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10.
This Agreement is governed by the laws of the State of Delaware (without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Wake County, North Carolina. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our 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.
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 Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section 10, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Spreedly with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Spreedly agreement or policy, this Agreement shall prevail on the subject matter of this Agreement unless such other agreement expressly states otherwise. Except as expressly provided in this Agreement, these terms describe the entire liability of Spreedly and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be 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.