PRODUCT-SPECIFIC TERMS FOR NEON PAY
Last Updated: December 10, 2021
These Product-Specific Terms for Neon Pay (these “Neon Pay 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 any of its affiliated companies including, without limitation, Neon CRM, Neon Fundraise, Arts People, Neon Giving Days, and Neon CCM (“Neon One”, “we” or “us”) offers you, our end-users (“Customer”, “you” or “your”), access to Neon One’s Neon Pay proprietary cloud-based software-as-a-service solution made available through the Site and/or any Neon One mobile application (the “Neon Pay Service”). Except to the extent that access to Neon Pay is offered by Neon One to Customers through Neon One’s Neon Raise Product (in which case such access shall be subject to the Neon Raise Terms of Service made available at https://neonone.com/productterms/neon-raise/), access to Neon Pay is provided solely in accordance with, and subject to these Neon Pay Terms, the Terms of Service, the Sales Order, and any other Additional Terms. Capitalized terms used in these Neon Pay 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 Neon Pay, you agree to be bound by these Neon Pay 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 Neon Pay.
From time to time, Neon One may modify these Neon Pay Terms in the same manner in which the Term of Service may be modified in accordance with the terms thereof.
1. SUMMARY OF NEON PAY SERVICE
1.1 Overview. Neon Pay allows you to accept payments via credit card, debit card, ACH, and a variety of other payment applications including processing cards bearing the trademarks of Visa®, MasterCard®, Discover®, and American Express® and utilizing the payment applications from Apple Pay®, Google Pay® and other payment applications (collectively, the “Networks”). Neon Pay 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”) customer and online financial transactions data (“Transaction Data“) only in the provisioning of Neon Pay; 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.
1.2 Processing Agreement. Neon One processes payments you receive from your Constituents via Neon Pay. In order to serve in this role, we must enter into agreements with Networks, Payment Processors, Payment Gateways, and banks. These third parties require customers of Neon Pay to enter into a Sub-Merchant Agreement with the Payment Processor(s) of record (each, a “Sub-Merchant Agreement”) and use of Neon Pay requires your acceptance of these relevant Sub-Merchant Agreements. As of the date of these Neon Pay Terms, Neon One uses Payrix Solutions, as a Payment Processor and its Sub-Merchant Agreement is located at (https://portal.payrix.com/terms). Neon One also uses Apple Pay® Google Pay® as payment methods, and their terms and conditions can be found at https://payments.developers.google.com/terms/sellertos and https://developer.apple.com/apple-pay/terms/apple-pay-web/ .By accepting these Neon Pay Terms and using Neon Pay, you acknowledge and agree that you have read and accepted, and agree to be bound by and comply with, such applicable Sub-Merchant Agreement and payment method terms, as may be amended from time to time without prior notice to you. 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, or the addition of a payment method, you understand and agree that you may be required to execute additional terms and conditions associated with such a replacement. You acknowledge and agree that your continued use of Neon Pay constitutes your agreement to such additional terms and conditions and you will be subject to such revised terms. You further understand and agree that any breach by you of any Sub-Merchant Agreement or any agreement with any Payment Gateway, Payment Processor, payment method or the like shall be deemed to be a breach by you of these Neon Pay Terms.
2. NEON PAY SERVICE GENERAL TERMS
2.1 Background Checks. Use of Neon Pay 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.
2.2 Payouts. Funds processed through Neon Pay will be disbursed to you interest free, less any refunds, chargebacks, and any applicable fees including Neon Pay Processing Fees (as defined below). Funds processed through Neon Pay shall be disbursed on a weekly basis at the close of each week (unless you have selected a daily or monthly payout pursuant to your Sales Order or otherwise through Neon Pay). 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.
2.3 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 Neon Pay until you provide a completed Authorization Agreement to Neon One and Neon One has successfully verified your depository bank account used in connection with Neon Pay.
2.4 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.
2.5 Reconciliation and Chargebacks; Debit of Your Account. Neon One shall perform daily internal reconciliations and provide chargeback management services via the Neon Pay 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 Neon Pay 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.
2.6 Transaction Limits. Unless otherwise pre-approved in writing by Neon One, the per transaction limit for transactions processed in connection with Neon Pay will be $25,000.
2.7 Reserve. You acknowledge and agree that in addition to other rights afforded to Neon One under these Neon Pay Terms, Neon One may establish a reserve account to satisfy any of your actual or potential delinquent obligations under these Neon Pay 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.
2.8 Taxes. You acknowledge and agree that, if payments processed through your Neon Pay account in a given calendar year exceed either (a) $20,000 in gross sales or (b) 200 transactions, Neon One is required to report those transactions to the Internal Revenue Service, along with your name, address and Tax Identification Number.
2.9 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 Neon Pay; 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 Services (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.
2.10 Nondiscrimination Policy. Unless exempt from applicable laws that otherwise prohibit such discrimination, you represent and warrant that your organization does not discriminate against any person or group of people in its hiring and employment practices, codes of conduct, programs, services or in any other aspect of its operations or activities on the basis of that person or group of people’s personal characteristics or attributes. For clarity, discrimination, as defined includes, but is not limited to; hiring and employment policies or practices that discriminate against a person or group of people on the basis of their sexual orientation or gender identity, even if such policies and practices are permitted under applicable law.
3. CUSTOMER RESPONSIBILITIES
3.1 Use Restrictions. Without limitation of the terms of the Terms of Service, in connection with your access to and use of Neon Pay, you shall:
3.1.1 Administer security within the Customer’s technical systems and environments used in connection with Neon Pay (the “Customer Solution”) (e.g., granting of rights to a user with the Customer Solution).
3.1.2 Maintain your authorized users’ desktops and provide authorized users with network access to Neon Pay.
3.1.3 Use reasonable precautions to ensure security for integration between your Customer Solution and Neon Pay.
3.1.4 Maintain compliance with the PCI DSS.
3.1.5 Maintain and observe all reasonable security measures to protect your Customer Solution from unauthorized control, tampering, or other unauthorized access.
3.1.6 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 the applicable Networks, including American Express®, MasterCard®, Discover® Apple Pay®, Google Pay® and Visa®, as well as the General Data Protection Regulation (https://gdpr-info.eu/ )as related to consumer information of constituents within the European Union.
3.1.7 Provide all disclosures to and obtain all consents from each end user, in each case as required by the Networks and applicable law, prior to transmitting information relating to such end user to Neon Pay or relevant Payment Gateway.
3.2 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 Neon Pay 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.
4.1 Neon Pay Processing Fees. Processing fees shall apply to all financial transactions with or through the Networks conducted by you through the use of Neon Pay. Processing fees applicable to Neon Pay (“Neon Pay Processing Fees”) are identified in the Sales Order. These fees may be amended from time to time by Neon One in accordance with its rights under the Terms of Service.
4.2 Platform Fees. Neon One applications may pass their own software service fees through Neon Pay. If applicable, these fees (“Platform Fees”) shall apply to all financial transactions conducted by you through the use of the Neon One application in conjunction with Neon Pay and are identified in the Sales Order. These fees may be amended from time to time by Neon One in accordance with its rights under the Terms of Service.
4.3 External Gateway Support Fees. If you choose to use a third party Payment Processor, applicable external Gateway support fees will apply. These fees (“Gateway Support Fees”) are identified in the Sales Order. These fees may be amended from time to time by Neon One in accordance with its rights under the Terms of Service.