Arts People Merchant Account Product Terms

PRODUCT SPECIFIC TERMS FOR APMA-CANADA  

Last Updated:  February 1, 2021

Introduction and Applicability:

These Neon One Product-Specific Terms for Arts People Merchant Account – Canada (these “APMA-Canada Terms“), which are Additional Terms subject to the Neon One General Terms of Service made available at https://neonone.com/termsofservice/  (the “Terms of Service”), set forth the terms and conditions upon which Neon One, LLC, directly or through Arts People (“Neon One“, “we” or “us”) offers you, our end-users (“Customer“, “you” or “your”), access to an Arts People Merchant Account in Canada (the “APMA-Canada Service”).  Access to the APMA-Canada Service is provided solely in accordance with, and subject to these APMA-Canada Terms, the Terms of Service, the Sales Order, and any other Additional Terms.  Capitalized terms used in these APMA-Canada Terms and not otherwise defined herein shall have the meanings provided in the Terms of Service.  

This is a legally enforceable contract.  By submitting or otherwise agreeing to a Sales Order, clicking “I Agree” to the Terms of Service or by accessing or otherwise using the APMA-Canada Service, you agree to be bound by these APMA-Canada Terms, the Terms of Service, the Sales Order, and any other applicable Additional Terms.  If you do not agree to all such terms, do not access or use the APMA-Canada Service.  

From time to time, subject to any specific limitations set forth in these APMA-Canada Terms, Neon One may modify these APMA-Canada Terms in the same manner in which the Term of Service may be modified in accordance with the terms thereof.  

Required Regulatory Disclosures:

According to the regulations provided by the Financial Consumer Agency of Canada in the Code of Conduct for Credit and Debit Card Industry in Canada, we are required by law to provide the following information and fee disclosures at the beginning of these APMA-Canada Terms.  

Information Summary:

Date of Contract	Per section 10.1 of the Terms of Service, this contract is effective upon the effective date indicated in the Sales Order and continues for the initial the term of access to APMA-Canada Service as specified in the applicable Sales Order, unless the APMA-Canada Service is canceled by you or by Neon One as described in the “Cancellation of Contract” row below. At the conclusion of that initial term, unless a renewal term is inapplicable or a shorter renewal term is specified each as explicitly stated in the Sales Order, this contract will automatically renew for additional contract extensions of six (6) months, unless the APMA-Canada Service is canceled by you or by Neon One as described in the “Cancellation of Contract” row below.
Acquirer Information	Acquirer Name: People’s Trust Company Acquirer Email: [email protected] Acquirer Website: https://www.peoplestrust.com/en/peoples-payment-solutions/merchant- acquiring-services/resolving-your-concerns/
Cancellation of Contract	You may terminate this contract as follows: Per section 10.1 of the Terms of Service, you may terminate this contract without penalty at the end of the then-current term by providing written notice 90 days prior to the end of the then-current term. Per Section 1.2 of these APMA-Canada Terms, you may terminate this contract without penalty in the event of any fee increases or introduction of new fees, or in the event that Neon One do not pass-through the full savings from any reduction to payment card networks’ posted interchange rates that are applicable to your services, by providing written notice within 90 days of receiving notice of the fee increase or introduction of a new fee. In each case, you can contact Neon One in writing by sending an email to [email protected]  In addition, you or Neon One may terminate this contract for cause as a result of an uncured breach as provided in Section 10.3 of the Terms of Service. Neon One may terminate this contract at any time for any reason by providing 90 days written notice as provided in Section 10.3 of the Terms of Service. As outlined in sections 5.5 and 10.6 of the Terms of Service, termination of this contract does not dismiss or terminate your liability for transactions processed through your APMA account and you are liable for all fees associated with transactions processed through your APMA account including, but not limited to, refunds, chargebacks and negative account balances.
Complaint handling procedures	Our merchant complaint handling process can be reviewed at https://www2.neonone.com/canada_merchant. Merchant complaints can be submitted through that site or by emailing [email protected]
Transaction Return Policy	For support information on how to refund a transaction, please email [email protected]
Code of Conduct	The Code of Conduct for the Credit and Debit Card Industry in Canada is available at https://www.canada.ca/en/financial-consumer-agency.html
Monthly Statements	If you have questions about your monthly statements, please contact Neon One support by emailing [email protected]

Fee Disclosure: All applicable payment processing fees are listed in a Fee Disclosure box in your APMA-Canada Agreement 

Terms and Conditions:  

1. SUMMARY OF APMA-CANADA SERVICE
   1. Overview. The APMA-Canada Service allows you to accept payments via credit card, debit card, and ACH transactions including processing cards bearing the trademarks of Visa®, MasterCard®, Discover®, and American Express® (collectively, the “Networks”). The APMA-Canada Service will collect, transmit, and store data for payment processing with third-party payment gateway services providers (“Payment Gateways”) and payment processors (“Payment Processors”). We will use your constituents’ and/or customers’ (“Constituents”) cardholder and online financial transactions data (“Transaction Data“) only in the provisioning of the APMA-Canada Service; provided, however, we may use the Transaction Data in an aggregate form combined with the data of other Neon One clients for statistical analysis and reporting. Neon One is not a depository institution and does not offer banking services or Money Service Business services as these terms are defined by the United States Department of Treasury.  You are not a third party beneficiary under, nor do you have any rights under, our contracts with third parties including Payment Gateways, Payment Processors, Networks, or banks.
   2. Processing Agreement.  Neon One processes payments you receive from your Constituents via the APMA-Canada Service. In order to serve in this role, you must enter into an agreement with Neon One to allow you to qualify as a sub-merchant as required by our Networks, Payment Processors, Payment Gateways and/or banks, as applicable. By accepting these APMA-Canada Terms and using the APMA-Canada Service, you acknowledge and agree to be bound by and comply with, these APMA-Canada Terms, as may be amended from time to time without prior notice to you, except that notice of any fee increases or introduction of new fees, or any reduction to payment card networks’ posted interchange rates that are applicable to your APMA-Canada Services that are not being fully passed-through to you in full (collectively, “Fee Changes”) will be provided at least 90 days before such changes are implemented. For all amended terms that do not involve Fee Changes, you acknowledge and agree that your continued use of the APMA-Canada Service constitutes your agreement to such additional terms and conditions and you will be subject to such revised terms. In the event of any Fee Changes, notwithstanding anything to the contrary in the Terms of Service, you will have the right to terminate your account and the APMA-Canada Services under your Sales Order, without penalty, by providing written notice within 90 days of receiving notice of the Fee Change. Subject to the foregoing, you acknowledge and agree that your continued use of the APMA-Canada Service after such 90 day period constitutes your agreement to such Fee Changes and you will be subject to such Fee Changes. We may change, replace, or terminate the services of any Payment Gateway and/or Payment Processor upon notice to you. In the event of replacement of a Payment Gateway and/or Payment Processor, you understand and agree that you may be required to execute additional terms and conditions associated with such a replacement. You further understand and agree that any breach by you of any Sub-Merchant Agreement or any agreement with any Payment Gateway, Payment Processor, or the like shall be deemed to be a breach by you of these APMA-Canada Terms.
2. APMA-CANADA SERVICE GENERAL TERMS
   1. Background Checks. Use of the APMA-Canada Service requires you to provide information about you necessary to enable Neon One to verify your identity, including (a) personal information (full legal name, resident address, date of birth, and Social Security Number (or other government ID, if not a U.S. citizen) for your beneficial ownership (25% or more equity ownership) and/or your principal officer (having control over your organization, such as CEO or CFO) and (b) verification of your ownership of your bank account(s) that may be used for payment purposes including deposit of processed funds as required from time to time by anti-money laundering laws, other applicable laws and Neon One’s internal underwriting, risk, anti-money laundering and Know Your Customer (KYC) policies and procedures as well as creditworthiness background checks. 
   2. Payouts.  Funds processed through the APMA-Canada Service will be disbursed to you interest free, less any refunds, chargebacks, and any applicable fees including APMA Processing Fees (as defined below). Funds processed through the APMA-Canada Service shall be disbursed on a weekly basis at the close of each week (unless you have selected daily or monthly payout pursuant to your Sales Order). Notwithstanding anything to the contrary herein, you acknowledge and agree that Neon One may withhold, suspend or delay disbursement of funds to you if Neon One is required to withhold such amounts by Applicable Law, if you are delinquent in any amount owed to Neon One under the Agreement, or otherwise in order to protect Neon One against the risk of, among other things, existing, potential or anticipated chargebacks, fraud or your failure to fulfill your responsibilities under the Agreement. Such withholding, suspension or delay may be temporary or permanent as determined by Neon One in its discretion.
   3. Direct Deposit ACH Form. You shall provide Neon One with a completed Authorization Agreement for Direct Deposits (ACH Credits) with your Taxpayer Identification Number (TIN) to permit Neon One to make deposits to your bank account in accordance with your disbursement instructions. Neon One reserves the right to hold on your behalf any funds collected using the APMA-Canada Service until you provide a completed Authorization Agreement to Neon One and Neon One has successfully verified your depository bank account used in connection with the APMA-Canada Service. 
   4. Refunds.  It is your responsibility to communicate your refund policy to Constituents. You shall ensure that your refund policy is consistent with the Agreement. All refunds will be charged to you along with any applicable Fees. All communications or disputes regarding refunds are between you and your Constituents. Neon One may force a refund of any charges that Neon One reasonably believes are fraudulent or if Neon One receives complaints from a substantial number (as determined by Neon One in its discretion) of Constituents with respect to your events or offerings. You are still responsible for ticketing and associated fees with respect to refunded amounts.
   5. Reconciliation and Charge Backs; Debit of Your Account. Neon One shall perform daily internal reconciliations and provide chargeback management services via the APMA-Canada merchant portal in connection with delivering statements and payment disbursements to you. You are solely responsible for your individual transaction reconciliations for each disbursement. You are solely responsible for communications or disputes regarding chargebacks. You are solely responsible for payment of all chargebacks and ticketing and associated fees of any kind whatsoever against any merchant account established by Neon One for the purpose of consummating financial transactions conducted on your behalf. For any negative transactions including any refunds and/or chargebacks, Neon One reserves the right to offset such negative transactions against disbursements to you, or, if any disbursement is less than such offset, debit your bank account the balance of such offset. You agree that Neon One may, without prior notice to you, debit your bank account for the full amount of any negative or debit balance including chargebacks and reversals if at the end of any disbursement there is a negative or debit balance in your APMA-Canada account. If Neon One is unable to collect on any refunds and/or chargebacks using offset of your disbursement or debit of your bank account, Neon One shall have the right to invoice you any unpaid balance which shall be subject to interest that Neon One is entitled to charge pursuant to the Terms of Service. 
   6. Transaction Limits.  Unless otherwise pre-approved in writing by Neon One, the per transaction limit for transactions processed in connection with the APMA-Canada Service will be $25,000. 
   7. Reserve. You acknowledge and agree that in addition to other rights afforded to Neon One under these APMA-Canada Terms, Neon One may establish a reserve account to satisfy any of your actual or potential delinquent obligations under these APMA-Canada Terms, including any Additional Terms, or any other agreement between you and Neon One (the “Reserve Account”). Neon One may (but is not required to) apply funds in the Reserve Account toward and may set off any funds that would otherwise be payable to you against the satisfaction of any amounts which are due from you. The Reserve Account will not bear interest, and you will have no right or interest in the funds in the Reserve Account. Upon satisfaction of all your obligations under such agreements, Neon One will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds and need not be maintained in a separate account. The parties’ rights and obligations under this Section shall survive the termination of the Agreement. 
   8. Information Security.  Neon One will implement and maintain information security controls, policies and procedures that include administrative, technical and physical safeguards consistent with all applicable laws, rules, and regulations and generally accepted industry standards applicable in its industry, including without limitation, as applicable, the then-current Payment Card Industry Data Security Standard (as made available at https://www.pcisecuritystandards.org/pci_security/ (PCI DSS), that are designed to: (a) maintain the security and integrity of Transaction Data in Neon One’s possession or control; (b) protect against anticipated threats or hazards to the security or integrity of the APMA-Canada Service; and (c) protect against unauthorized access or use of such Transaction Data.  Except to the extent prohibited by applicable laws, rules or regulations or Neon One’s contractual obligations to third parties, Neon One shall promptly notify you upon becoming aware of any unauthorized access to or disclosure of Transaction Data (i) residing on any Neon One system, (ii) under the control of Neon One, or (iii) for which Neon One is responsible for managing in connection with the APMA-Canada Service (a “Security Event”) and shall take action as reasonably determined by Neon One to remediate, mitigate and respond to any such Security Event. You acknowledge and agree to comply with all of your responsibilities set forth herein and in any Additional Terms with respect to PCI DSS compliance.
3. CUSTOMER RESPONSIBILITIES
   1. Use Restrictions.  Without limitation of the terms of the Terms of Service, in connection with your access to and use of the APMA-Canada Service, you shall:
      1.  Administer security within the Customer’s technical systems and environments used in connection with the APMA-Canada Service (the “Customer Solution”) (e.g., granting of rights to a user with the Customer Solution). 
      2. Maintain your authorized users’ desktops and provide authorized users with network access to the APMA-Canada Service. 
      3. Use reasonable precautions to ensure security for integration between your Customer Solution and the APMA-Canada Service. 
      4. Maintain compliance with the PCI DSS.
      5. Maintain and observe all reasonable security measures to protect your Customer Solution from unauthorized control, tampering, or other unauthorized access. 
      6. Comply with all applicable laws, rules, and regulations including laws regarding privacy and protection of consumer data and comply with the Visa Cardholder Information Security Program (www.visa.com/cisp), the Mastercard Site Data Protection Program (https://www.mastercard.us/en-us/merchants/safety-security/security-recommendations/site-data-protection-PCI.html) and all other applicable rules of card associations, including American Express®, MasterCard®, Discover® and Visa®, as well as the General Data Protection Regulation (https://gdpr-info.eu/ )as related to Cardholder Information of constituents within the European Union. 
      7. Provide all disclosures to and obtain all consents from each end user, in each case as required by the card associations and applicable law, prior to transmitting information relating to such end user to the APMA-Canada Service or relevant Payment Gateway. 
   2. Appointment of Neon One and/or the applicable Payment Processor as “Payee Agent”.  You hereby appoint Neon One and/or the applicable Payment Processor as your agent for the sole and limited purpose of receiving, holding and settling payment to you.  You agree that a payment received by Neon One and/or the applicable Payment Processor, on your behalf, completes your Constituent’s payment to you, regardless of whether such payment actually settles to you.  In the event that Neon One or the applicable Payment Processor does not make any such payment to you as described in these APMA-Canada Terms, you will have recourse against only Neon One and not such Constituent, as such payment is deemed made by such Constituent to you upon receipt by Neon One and/or the applicable Payment Processor.
4. FEES
   1. APMA Processing Fees.  Processing fees shall apply to all financial transactions conducted by you through the use of the APMA-Canada Service (including without limitation credit card, debit card, and ACH transactions).  Processing fees applicable to the APMA-Canada Service (“APMA-Canada Processing Fees”) are identified in the Sales Order. These fees may be amended from time to time by Neon One with 90 days’ notice to you in accordance with Section 1.2 of these APMA-Canada Terms. 
5. RENEWAL TERMS FOR APMA-CANADA SERVICE
   1. Notwithstanding Section 10.1 of the Terms of Service, at the conclusion of the Initial Sales Order Term of a Sales Order for the APMA-Canada Service, unless a renewal term is inapplicable or a shorter renewal term is specified each as explicitly stated in the Sales Order, the Renewal Sales Order Term(s) applicable to the APMA-Canada Service pursuant to Section 10.1 of the Terms of Service shall be six (6) months.  The terms of Section 10.1 of the Terms of Service shall otherwise apply with respect to any Renewal Sales Order Term(s), including the ability of either party to provide notice of termination up to ninety (90) days prior to the expiration of the Initial Sales Order Term or the then-current Renewal Sales Order Term, as applicable. For clarity, any renewal term longer than six (6) months that is identified in a Sales Order shall not apply to the APMA-Canada Service, and this Section shall take precedent over any such longer renewal term notwithstanding the Sales Order.