Your use of the Payments/"Pay Now" Service of the Software Platform APSmash is subject to the following terms and conditions.
The individual signing up for the APSmash services (including the "Pay Now" service) is doing so on behalf of an entity and registers such entity for the "Pay Now" services. Thus, while signing up for the payment services, you
APSmash provides a technology platform to manage, automate, and reconcile the outbound payment of your Invoices by sending Payments to your vendors/independent contractors as Payment Recipients. You will have access to APSmash software services where you can manage your Invoices and make Payments via ACH transfers.
You will also have a history of your past Invoices and Payments. You will also have full audit log of every invoice from its inception to payment. Each invoice will also show a history of payment process status as it moves through initiation to Funded. Pay-Now submission also includes a multi factor authentication based on your preference (Multi Factor authentication includes a 6 Digit one time use code delivered via SMS and/or E-Mail).
All Payments and transaction Fees are nonrefundable. You can initiate a Payment Cancellation request by subitting it via an email.
Subscription: We will charge you based on a predefined bundle pricing model so that there are no surprises and this includes a monthly subscription fee plus per transaction feedbackas outlined on the website. Any returns, chargebacks and NSF (No Sufficient Funds) etc will be included in the monthly fees. The Subscription will be ongoing unless cancelled or terminated as provided below.
If you enroll in a Subscription, the Term will run through the end of the Subscription Period.
1. Changes to Terms of Services. We may update the Terms of Service from time to time, in our sole discretion. If we do so, we’ll let you know either by posting the updates on our website website or through other communications. If you continue to use the Software and Payment Services after we have posted updates it means that you accept and agree to the changes.
2. Who May Use the Payment Services.
(a) Eligibility. You must be an Eligible User to use the Payments/Pay Now Services.
(b) Our Verification Process. For our compliance purposes, you authorize us to obtain, verify, and record information and
documentation that helps us verify your or the Significant Beneficial Owner’s identity and Bank Account information as defined below.
As part of this authorization, we may at registration and from time to time as part of our ongoing compliance requirements, import certain
information from financial institutions to verify your Bank Account information. In some cases, we will directly access this information. We may also integrate third party service providers to facilitate the Payment Services.
When you register/Sign-up for the Services, we may require you to provide and/or confirm your Verification Information.
(c) Accuracy of Account Information. You agree and acknowledge that you will provide us with accurate,
complete and up-to-date information for your APSmash Account and you agree to update such information,
as needed, to keep it accurate, complete and up-to-date. If you fail to do so,
we have the right to suspend or terminate your APSmash Account, or your access to certain features of the Payments Services.
Unless otherwise provided in this agreement, you are responsible for all activities that occur under your APSmash Account,
whether or not you know about them.
(d) Blocking IDs. In order to protect the integrity of the Payment Services & to mitigate any fraudulent access, we reserve the right, at any time, in our
sole discretion, to block access to the Payments/Pay Now Services from certain IP addresses and unique device identifiers.
3. Privacy Notice. Please review our Privacy Policy, which also governs your use of the Payment Services, for information on
how we collect, use and share your information.
You acknowledge that the information you upload or submit to the Software Services may be provided to third party information.
We will not use or disclose such information, except as set forth in our Privacy Policy.
You will comply with all applicable laws in connection with your use and handling of third-party information
and you will not use the Payment Services to collect, duplicate, store, disseminate or disclose third party information
without any required permissions. If at any time you make unpermitted or malicious use of third-party information
in connection with your use of the Payment Services, or infringe a
third party’s privacy rights, without limiting any remedies available under the law,
we have the right to restrict or terminate your APSmash Account and your use of the Payment Services.
4. Invoice Payments and Refunds.
(a) Payment and Refund Processing.
You agree that we provide the Payments & Pay Now Services and process any Payments to Payment Recipients on your behalf.
You shall provide us with Payment Instruction information. The Payment Instructions shall include:
(i) information required by APSmash;
(ii) additional information necessary to comply with applicable law; and
(iii) any and all corrections or updates to the foregoing.
Any liability arising out of incorrect or incomplete Payment Instructions shall be your sole responsibility.
In accepting appointment as your limited agent for processing Payments, we assume no liability for any of your acts or
omissions or for any incorrect information provided by you.
(b) Payment Cancellations. You may attempt to initiate Payment Cancellation within forty-eight (48) hours of executing a Payment.
APSmash will attempt, but does not guarantee, to stop any outbound Payments if APSmash receives your Payment Cancellation during such
forty-right (48) hour period.
(c) Returns. If a Payment is rejected or returned by the Payment Recipient or a financial institution,
then the Payment balance shall be either returned to you, returned to your APSmash Account, or used as otherwise
authorized by you under the Pay Now Services.
(d) Currency. All Payments will be in U.S. dollars.
(e) Chargebacks, Payment Holdbacks, and Reversals.
We reserve the right to suspend, hold, or return future Payments from your APSmash Account in certain cases
including without limitation:
(i) where your APSmash Account is subject to excessive chargebacks resulting in additional costs or fees;
(ii) where we directly or indirectly must withhold a percentage of a Payment as a reserve, for example,
as a result of actual or suspected fraudulent activity; or
(iii) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a Payment.
We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or
information related to the relevant payment(s) and corresponding Invoice(s).
If you do not provide such supporting evidence within the requested timeframe,
we reserve the right to refuse processing Payments take any action we feel is reasonably necessary to comply with our
compliance standards, including those imposed by any relevant third party service provider.
(f) Reconciliations and Errors. Your Payments and Invoice history is available in your APSmash Account under Paymnet Logs.
While APSmash regularly reviews activity on your APSmash Account, you are responsible for reconciling Payments and
Invoices with your Payment Instructions (and with your Bank Statements), notifying APSmash of any errors or
discrepancies ("Errors") arising from APSmash failing to comply with your Payment Instructions in Payments arising from such
reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you discover.
If you are owed money as a result of an Error, we will transfer the amounts owed back to your Account. Your failure to notify us of any
suspected Errors within thirty (30) days of when an Error first appears on your Payment Details will be deemed a waiver of any right to
amounts that may be owed to you in connection with any such Error, including any related charges.
5. Disputes with Payment Recipients. APSmash is not a party to any relationship between you and any of invoice Payment Recipients, or in the delivery or completion of underlying contractual obligations. In the event that you have a dispute with any Payment Recipients, you agree to address such dispute directly with the invoice Payment Recipients. You release APSmash (and APSmash's officers, directors, agents, investors, subsidiaries, and employees) (collectively "Releasees") from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
6. Fees.
(a) Fee Changes. We reserve the right to make any changes in the APSmash Fee at our sole discretion.
Any increase in the Fee will be communicated to you at least fourteen (14) days before it comes into effect or by updating our website.
The APSmash Fee is separate from any fees that may be owned by you to the Payment Recipient.
(b) Authorization. When you initiate a Payment, you authorize us to provide your Payment Information to
third parties so we can complete your Payment and to charge your payment method for the type of Payment you have selected
(plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before
completing your Payment (such information is included within the definition of Payment Information).
By initiating a Payment, you agree to the pricing, payment and billing policies applicable to such fees and charges,
as posted or otherwise communicated to you. All payments for Payments are non-refundable and non-transferable except as
expressly provided in this Terms & Conditions agreement.
(c) Subscription. If you sign up for a Subscription, you will be charged a non-refundable Subscription Fee.
We will automatically charge you each month following the commencement of your Subscription,
using the Payment Information you have provided until you cancel your Subscription.
(d) Tax Records and Reporting. We reserve the right to report any activity occurring using the
Payments ervices to relevant tax authorities including the Internal Revenue Service ("IRS") as required under applicable law.
You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as
related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any
tax authority including any information derived from the Payments Services.
7. Late Subscription Fees. If you do not pay APSmash all subscription and transaction Fees and any other amounts due under this Payments
agreement within thirty (30) days of the date on which they are due, then APSmash may, in its sole discretion,
charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of:
(i) the per annum rate equal to the then current Wall Street Journal published prime rate of interest plus two percent (2%),
based on a 360 day year, or
(ii) the maximum rate permitted by applicable law.
8. Communications. As part of the Payment Services, you may (if enabled) receive notifications, alerts or other types of messages (such as 2 Factor or Multi Factor authentication codes) via text message, email or the messaging functionality provided by t he Payment Services ("Messages"). You have control over the Messages settings but you may need to enable this using your user profile to enable or disable certain settings. Please be aware that third party messaging fees may occur for some of the Messages depending on the plan you have with your wireless & mobile carrier.
9. Regulatory and Compliance Suspensions or Terminations. We may suspend or terminate your access to the APSmash Payment Services at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating this agreement, APSmash Terms or the terms of any third party service provider. Such suspension or termination shall not constitute a breach of this agreement. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on your ability or the ability of any beneficiary to utilize the Payment Services. Such limitations may include rejecting Payment requests, freezing funds, or otherwise restricting you from using the Payment Services.
10. Your Representations and Warranties.
You hereby represent, warrant and covenant to us that you have obtained and
will obtain all necessary consents, permissions and licenses with respect to any and all Payments to the extent necessary to
use the Payment Services:
(i) for you and APSmash to comply with all applicable laws, rules and regulations including all applicable data
protection and privacy laws.
11. Access and Use.
(a) Provision of Access. Subject to your compliance with the terms and conditions of this Payment agreement,
APSmash hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right to Use the Payment Services for your
internal business purpose during the Term.
(b) Authorized Users. You will not permit any other person to access, use or operate the Payment Services, except Authorized Users.
You are responsible that all Authorized Users comply with all applicable terms and conditions of the Payments agreement. You are further
fully and directly responsible to APSmash for any act or omission by each such Authorized User in connection with their use of the Payment Services.
12. Links to Third Party Websites or Resources. Certain features and functionalities within the Payment Services as APSmash determines in its reasonable discretion may require you to interface or interact with, access and/or use compatible third party services, products, technology and content through the Payment Services. You hereby acknowledge and agree that APSmash is not the provider of the such services and is not responsible for any compatibility issues, errors, disruptions, or bugs in the Payment Services.
13. Term and Termination.
(a) Term. The term of this agreement begins on the effective date you sign-up for APSmash services. This agreement shall
remain in effect until you cancel your use of the Payment Services or the termination of the Subscription Period, if applicable, or we
terminate your use of the Payment Services, whichever is sooner ("Term").
(b) Effect of Termination. We may suspend or terminate your access to and use of the Payment Services, including
suspending access to or terminating your APSmash Account, at our sole discretion, at any time and without notice to you.
You may cancel your APSmash Account at any time by sending an email to us at admin@apsmash.com . Upon any termination,
discontinuation or cancellation of Payment Services, Sections 2 through 22 (inclusive) of this agreement shall
survive termination as well as any other sections in order to comply with applicable law and as reasonably expected.
In the event of a termination of this agreement, all APSmash Fees owed to APSmash for the balance of the current Term shall be
payable to APSmash within thirty (30) calendar days of the date of the termination, or the date the APSmash Fees are due, whichever is sooner.
14. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the agreement ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
15. Support. APSmash will provide support in connection with the Payment Services in accordance with the support terms set forth in the Subscription Agreement or contact support via email at admin@apsmash.com.
16. Warranty Disclaimers.
(a) THE PAYMENT and PAY NOW SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND.
WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
We make no warranty that the Payment Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the
Payment Services.
(b) Your use of the Payment Services and content on the Payment Services, and your engagement with any Payment Recipients is at
your sole risk and discretion and APSmash hereby disclaims any and all liability to you, any APSmash Users, or any third party relating thereto.
(c) APSmash UNDERTAKES NO OBLIGATION UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. APSmash DOES NOT MAKE ANY ASSURANCES OR
GUARANTEES OF ANY REVENUE OR OTHER BENEFITS TO You.
17. Indemnity. You will defend, indemnify and hold harmless APSmash and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Payment Services, (ii) your relationship with any Payment Recipients or any other third party involved in the performance of your services, or (iii) your violation of this agreement.
18. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER APSmash NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING,
PRODUCING, OR DELIVERING THE PAYMENT SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PAYMENT SERVICES, WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT APSmash OR ITS SERVICE PROVIDERS
HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL APSmash's TOTAL LIABILITY ARISING
OUT OF OR IN CONNECTION WITH THIS DIRECT PAY ADDENDUM OR FROM THE USE OF OR INABILITY TO USE THE PAYMENT SERVICES EXCEED THE AMOUNTS YOU HAVE
PAID OR ARE PAYABLE BY YOU TO APSmash FOR USE OF THE PAYMENT SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS
TO APSmash, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN APSmash AND YOU.
19. Electronic Signatures. When provided to you for execution in electronic form, this agreement and all related electronic documents,
shall be governed by the provisions of the Electronic Signatures in Global and National Commerce Act ("E-Sign").
By pressing "Submit", "Accept" or "I Agree", you agree
(i) that the Agreement and related documents shall be effective by electronic
means,
(ii) to be bound by the terms and conditions of this Agreement and related documents,
(iii) you have the ability to print or otherwise store the agreement and related documents, and
(iv) to authorize APSmash to conduct an investigation of your credit history and that of its principals with
various credit reporting and credit bureau agencies for the sole purpose of determining acceptance of the
agreement and ongoing performance hereunder.
20. ACH Authorization and Conditions. The following disclosures are made in accordance with the f
ederal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your APSmash Account.
There may be limitations on account activity that restrict your ability to make electronic fund transfers.
Any such limits are disclosed in the appropriate agreements governing your account.
(a) ACH Authorization. By agreeing to this Agreement and using the Payment/Pay Now Services, you agree to be bound by the
NACHA Operating Rules. You further authorize APSmash or its third party provider to electronically debit and credit your bank account
identified in your APSmash Account via automated clearinghouse ("ACH") and, if ever applicable, to correct erroneous debits and credits via
ACH as follows:
Range of Acceptable Debit Amounts: APSmash will in its sole and absolute discretion determine the range of acceptable debit amounts for any Payment
based on its internal compliance standards and any restrictions imposed by its third party service provider. These include if we believe you are using
the Payment Services for fraudulent or illegal purposes, in violation of law or regulation, this agreement, any other agreement you may have with us,
or if you otherwise present undue risk to us or our third party service providers. We are not responsible to you for any damages you may suffer
as a result of any limitations on the acceptable debit amounts.
Frequency of Debits: multiple times per Business Day (however, debits and credits may not necessarily occur every Business Day). You also acknowledge
that the amount and frequency of the foregoing debits and credits may vary. You represent that you have permission to initiate each debit and credit.
You acknowledge that the electronic authorization contained in this Section represents your written authorization for ACH Payments as provided herein
and will remain in full force and effect until you notify APSmash that you wish to revoke this authorization by emailing admin@apsmash.com.
You must notify APSmash at least five (5) Business Days before the scheduled debit date of any ACH Payment from your bank account in order to
cancel this authorization. If we do not receive notice at least five (5) Business Days before the scheduled debit date, we may attempt, in our
sole discretion, to cancel the debit Payment. However, we assume no responsibility for our failure to do so. If you withdraw your electronic
authorization contained in this Section, we will close your APSmash Account, and you will no longer be able to use your APSmash Account or
the Payment Services, except as expressly provided in this Agreement. Please note that withdrawal of your electronic authorization
contained in this Section will not apply to ACH Payments performed before the withdrawal of your authorization becomes effective.
In addition to any of your other representations and warranties in this Agreement, you represent that:
(i) your browser is equipped with at least 128-bit security encryption;
(ii) you are capable of printing, storing, or otherwise saving a copy of this electronic authorization for your records; and
(iii) the ACH Payments you hereby authorize comply with applicable law.
For purposes of this Payment Agreement, "Business Day" means Monday through Friday, excluding federal banking holidays.
21. General Terms.
(a) Reservation of Rights. APSmash and its licensors exclusively own all right, title and interest in and to the Payment Services,
including all associated intellectual property rights. You acknowledge that the Payment Services are protected by copyright, trademark, and
other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or
other proprietary rights notices incorporated in or accompanying the Payment Services.
(b) Entire Agreement. This Agreement constitute the entire and exclusive understanding and agreement between APSmash and you
regarding the Payment Services, and this Agreement supersede and replace any and all prior oral or written understandings or agreements
between APSmash and you regarding the Payment Services. If any provision of this Agreement is held invalid or unenforceable by an
arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions
of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise,
without APSmash's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null.
APSmash may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the
benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by APSmash under this Agreement, including those regarding
modifications to this Agreement, will be given by : (i) via email; or (ii) by posting to the APSmash website.
For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. APSmash's failure to enforce any right or provision of this Agreement will not be considered a waiver of such
right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of
APSmash. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without
prejudice to its other remedies under this Agreement or otherwise.
(e) Contact Information. If you have any questions about this Agreement or the Payment Services, please contact APSmash at admin@apsmash.com.
22. General Terms.
"Authorized User" means any natural person you permit to use your APSmash Account and Payment Services as provided to APSmash during registration process.
"Eligible Users" means you:
Are a Subscriber as defined by the APSmash Terms;
Are In compliance with the Payments Agreement;
Are not in an industry prohibited from using APSmash Payment Services including;