ProviPay Addendum

ProviPay Addendum

ProviPay Addendum Effective Date: September 1, 2023


This ProviPay Addendum (the “ProviPay Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in this ProviPay Addendum or in the Terms of Service between the Parties.

  1. Access and Restrictions.  Provi provides certain payment services known as ProviPay (the “Payment Services”). If you wish to partner with Provi to use the Payment Services you agree to the following terms described herein.

In order to use ProviPay, you represent and warrant that (a) you are a U.S. company or other legally-organized entity in good standing with a U.S. physical address and (b) you will only use ProviPay for lawful and legitimate purposes in compliance with all applicable federal, state, and local laws. Provi will facilitate the exchange of funds between you and your customers and end users for transactions made on  Provi's Platform and display and/or provide access to the status of transactions or the payment for transactions by your customers and end users based solely upon information received from you. Provi may use third-party Payment Processors to process certain transactions in the Services and exchange funds with you through a payment account linked to your Billing Account. At no point does Provi perform fund transfers, take control of any exchanged funds, or guarantee funds, and Provi is not responsible for ensuring that funds are deposited or settled into the Billing Account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payments Platforms, in addition to the terms of this Agreement. Any funds held in a Billing Account will be held by Payment Processor’s financial institution partners as set out in the Payment Platform’s terms. You have the right to access and use the Payments Platforms through ProviPay solely to process transactions on behalf of your customers and end users. You are prohibited from reverse engineering, disassembling, or modifying the Payments Platforms or using the Payments Platforms in violation of any applicable law.  Provi is not responsible for Payment Processor errors. You agree that payments will be processed and made available at a settlement speed that is compliant with all applicable laws.  

  1. Payment and Billing.  You agree to provide current, complete, and accurate information for your Billing Account and to promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date). You agree to promptly notify Provi or Provi’s Payment Processors if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. If you fail to provide any of the foregoing information, you agree that Provi may continue charging Company for any use of paid services under Company’s Billing Account unless Company has terminated Company’s paid services as set forth above.

By choosing to use any Payment Services or purchase products, you agree to pay Provi or the provider (where applicable) all charges at the prices then in effect for any use of such Payment Services in accordance with the applicable payment terms, and you authorize Provi, through the Payment Processors, to charge your chosen payment method (your “Payment Method”). You agree to make payment using that selected Payment Method. Provi reserves the right to correct any errors or mistakes that may be made even after payment has been requested or received. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If Provi, through the Payment Processors, does not receive payment from you for any reason, you agree to pay all amounts due upon demand. Company shall be liable to Provi for all fees and expenses (including reasonable attorneys’ fees) that Provi reasonably incurs in collecting, or attempting to collect fees, expenses, or amounts Company owes to Provi to the full extent permitted by law.

You agree that you are responsible for compliance with any laws or regulations related to your Payment Services activities, including (i) taxes and fees associated with such activities and remitting such taxes or fees to the appropriate authority and, (ii) fulfilling and delivering all orders made by your customers or end users in connection with Payment Services activities and orders. You understand and agree that Provi may, in its sole discretion, impose limits on the transactions that Company or Company’s customers or end users may submit, including but not limited to, limits on the maximum dollar value of one or more transactions and/or limits on the volume of transactions over a period of time. Any such limits will be communicated to you in writing by Provi prior to being imposed. Nothing in this provision will be deemed to limit Provi’s right to decline any transaction in accordance with Provi’s other rights.

Your continued use of the Payment Services reaffirms that Provi is authorized to charge your payment method for the Payment Services. Provi may submit those charges for payment, and you will be responsible for such charges. Charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Payment Services.

  1. Term and Termination. This ProviPay Addendum may be terminated pursuant to the terms of the Terms of Service.