Welcome to Hante Corp. (DBA HantePay). We have developed our payment services (the “HantePay Payment Services”) to make it easy for the Merchant to accept the most popular Chinese payment methods including the 6.69 billion UnionPay debit and credit cards in circulation, over 1 billion Alipay accounts, and more than 800 million WeChat Pay accounts, so the Merchant can focus on Merchant’s own product or service. We will respect and protect the privacy, data and personal information of both merchant and merchant’s customers.
Terms of Service
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the Merchant Applicant, Hante Corp. (“HantePay”), and HantePay partnered bank (“HantePay Partnered Bank”, collectively with HantePay referred as “we”, “our” or “us”).
- “Merchant” refers to the Merchant Applicant. The Merchant can be an individual (sole proprietor) or a business organization. If the Merchant Applicant a business organization, Merchant Applicant must also provide information about the owner or principal of the business and the person who register the account must be authorized to act on behalf of the business and must have the authority to bind the business to this Agreement. If the Merchant Applicant is an individual doing business as a sole proprietor, the term “Merchant” will mean merchant, the natural person, as well as the business that merchant represent.
- “HantePay Payment Processing Services” or “HantePay Payment Services” refers to the payment services provided by HantePay.
- “Networks” refers to the payment which currently includes HantePay, UnionPay, Alipay, and WeChat Pay.
- “IP Rights” refers to all patent rights; copyright, including rights in derivative works; 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, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
- “Chargeback” refers to a request that the Merchant’s customer files directly with an issuing bank to reverse or invalidate a processed payment. A Chargeback is typically caused when a customer disputes a charge that appears on their bill.
- “Refund” refers to a reversal of a charge, in whole or in part, that the Merchant initiate.
- “Claim” refers to a challenge to a payment that the Merchant or a paying customer files directly with HantePay.
- “Reversal” refers to HantePay reverses the settlement of funds from a processed transaction that the Merchant received because (a) the transaction is invalidated by the Network for any reason, (b) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her), (c) the Merchant received the payment for activities that violated this Agreement or any other agreement merchant have with HantePay, or (d) HantePay decided a Claim against the Merchant.
- “Payment Schedule” refers to the time it takes for HantePay to initiate a transfer to the Merchant’s designated Bank Account of settlement funds arising from transactions processed through HantePay Payment Services.
- “Disclaiming Entity” refers to HantePay, HantePay Partnered Bank, and their respective employees, directors, agents, and affiliates.
- HantePay Obligations and Rights
- HantePay Payment Services helps Merchant accept and process payments through HantePay Payment Processing Service from the Merchant’s customers who want to pay the Merchant for products or services. HantePay will disburse funds to the Merchant according to this contract.
- HantePay Payment Service currently supports China-issued UnionPay cards and China issued co-branded cards, for instance, with a Visa, MasterCard, or American Express logo (collectively “the Card Networks”) including credit, debit. HantePay Payment Service also processes payments through Alipay and WeChatPay.
- HantePay will provide an API and other software and hardware to enable the Merchant to use HantePay Payment Services. HantePay reserves the right to require the Merchant to install or update any and all software/hardware updates to continue using HantePay Payment Services.
- HantePay will provide the Merchant with customer service to resolve issues relating to the Merchant’s HantePay Account, using of the HantePay Payment Services, and the distribution of funds to the Merchant’s designated bank settlement account.
- HantePay may use the Merchant’s information to apply for the Merchant acquiring accounts on the Merchant’s behalf with certain Networks, and the Merchant hereby authorizes HantePay to do so. If HantePay or Networks requests that the Merchant do so, the Merchant will also be required to enter into a direct agreement with UnionPay, Alipay or WeChatPay in addition to this Agreement. In that case, unless the Merchant expressly informs HantePay in writing otherwise, the Merchant hereby authorizes HantePay to continue managing the Merchant’s account on the Merchant’s behalf. The Merchant will be legally bind by all the rules, regulations, agreement, guidelines of the Network or HantePay Partnered Bank.
- HantePay is authorized to retrieve information about the Merchant by using third parties, including credit bureaus and other information providers. The Merchant acknowledges that such information retrieved may include Merchant’s name, address history, credit history, and other data about the Merchant. HantePay may periodically update this information to determine whether the Merchant continues to meet HantePay’s eligibility requirements.
- HantePay is authorized to contact and share information about the Merchant and the Merchant’s application (including whether the Merchant is approved or declined), and the Merchant’s use of HantePay Payment Services with the financial services providers HantePay works with, including but not limited to HantePay Partnered Bank. This includes sharing information (a) about the Merchant’s transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about the Merchant and to assist them in better serving the Merchant, and (d) to conduct HantePay’s risk management process.
- Merchant Obligations and Rights
- The Merchant shall only use the HantePay Payment Services to operate a business selling products or services. The Merchant shall not use the HantePay Payment Services to accept payments for personal, family, or household purposes.
- The Merchant shall use HantePay Payment Services only for legitimate Transactions with Customers. HantePay provides Services to the Merchant but HantePay has no way of knowing if any particular purchase, sale, order, or other transaction (each a “Transaction”) is accurate or complete, or typical for the Merchant’s business. The Merchant is responsible for knowing whether a Transaction initiated by the Merchant’s customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for the delivery to a foreign country where this typically does not occur). If the Merchant is unsure if a Transaction is erroneous or suspicious, the Merchant agrees to research the transaction and, if necessary, contact the customer before fulfilling or completing the transaction. The Merchant is solely responsible for any losses the Merchant incurs due to erroneous or fraudulent transactions in connection with the Merchant’s use of the HantePay Payment Services.
- The Merchant shall obtain customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and the Network payment rules.
- The Merchant, and the Merchant alone, is responsible for providing service to the Merchant’s customers for any issues related to the Merchant’s products and services, including but not limited to issues arising from the processing of customers’ cards through HantePay Payment Services.
- The Merchant is solely responsible for providing support to customers regarding order receipts, product or service delivery, support, returns, refunds, and any other issues related to the Merchant’s products and services and business activities. HantePay is not responsible for providing support for the services to the Merchant’s customers unless HantePay agrees to do so in a separate written agreement with the Merchant or one of the Merchant’s customers.
- The Merchant authorizes HantePay to hold, receive, and disburse funds on the Merchant’s behalf when such funds from the Merchant’s transactions settle from the Networks. The Merchant further authorizes HantePay to instruct HantePay partnered bank on how the Merchant’s transaction settlement funds should be disbursed to the Merchant (e.g. by ACH credit transaction or wire transaction) and the timing of such disbursements. Settlement funds will be held in a deposit account at HantePay partnered bank pending disbursement of the funds to the Merchant in accordance with the terms of this contract. The Merchant agrees that the Merchant is not entitled to any interest or other compensation associated with the settlement funds held by HantePay partnered bank pending settlement to the Merchant’s designated bank settlement account, that the Merchant has no right to direct that deposit account, and that the Merchant may not assign any interest in the deposit account at HantePay Partnered Bank. HantePay may make information available to the Merchant in the HantePay management dashboard regarding anticipated settlement amounts received on the Merchant’s behalf from the Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of HantePay or HantePay partnered bank to the Merchant. This settlement information reflected in the HantePay management dashboard is for informational purposes only, and the Merchant is not entitled to, and has no ownership or other rights in settlement funds, until such funds are credited to the Merchant’s designated bank settlement account. The Merchant’s authorizations set forth herein will remain in full force and effect until the Merchant’s HantePay Account is closed or terminated.
- The Merchant shall determine what, if any, taxes apply to the sale of the Merchant’s products and services and/or the payments the Merchant receives in connection with the Merchant’s use of HantePay Payment Services (“Taxes”). HantePay’s fee is exclusive of any applicable Taxes, except as expressly stated to the contrary. The Merchant shall have sole responsibility and liability for: (i) determining what, if any, taxes apply to the sale of products and services, or payments the Merchant receives in connection with use of the Services; and (ii) assessing, collecting, reporting, and remitting taxes for business to the appropriate tax and revenue authorities. The Merchant shall have sole responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. HantePay is not obligated to and will not determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction.
- The Merchant acknowledges that HantePay may make certain reports to tax authorities regarding transactions that HantePay process. Specifically, pursuant to applicable Law (including the Internal Revenue Code), HantePay may be required to file a periodic informational return with taxing authorities in relation to the Merchant’s use of the HantePay Payment Processing Services. If the Merchant uses Hante Payment Processing Services, the Merchant acknowledges that HantePay will report the total amount of payments the Merchant receives each calendar year as required by the Internal Revenue Service. HantePay also may but are not obliged to, electronically send the Merchant tax-related information.
- The Merchant agrees that, from the time the Merchant begins processing the payment with HantePay until the Merchant terminates account with HantePay, HantePay may identify the Merchant as a customer of HantePay. Neither the Merchant nor HantePay will imply any untrue sponsorship, endorsement or affiliation between the Merchant and HantePay.
- For online Merchants, as part of the Merchant’s registration, the Merchant must provide the URL for the Merchant’s business and the name under which the Merchant does business, which may be the business’s legal name or a DBA. These two fields may appear in the Merchant’s customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, the Merchant must enter a description that clearly identifies the Merchant’s business as well as an accurate URL.
- The Merchant agrees that the Merchant will honor all eligible payments by the Merchant’s customers for the Merchant’s products and services in accordance with the Network Rules, this Agreement and any operating guides that HantePay may provide to the Merchant from time to time. The Merchant agrees that the Merchant will obtain an authorization for each transaction, as required under the Network Rules, and will not submit a transaction for settlement where the Merchant knows there is a negative authorization, or the card is otherwise expired or invalid. The Merchant acknowledges that the existence of an affirmative authorization from HantePay or the Networks does not mean that a particular transaction won’t result in a Chargeback, Reversal or Claim at some later date.
- The Merchant will maintain appropriate records of all payment transactions for at least 2 years from the date of the transaction.
- The Merchant will display all Network marks in accordance with the rules and procedures of the Networks and will use such marks only to indicate that the Merchant accepts these methods of payment.
- Change of Business
The Merchant shall give HantePay at least 30 days prior notification of the Merchant’s intent to change the Merchant’s current product or services types, the Merchant’s trade name, the Merchant’s website URL, the Merchant’s mailing and physical address, the Merchant’s contact information, or the manner or types of payments the Merchant accept. The Merchant agrees to provide HantePay with prompt notification if the Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. The Merchant also agrees to promptly notify HantePay of any adverse change in the Merchant’s financial condition, any planned or anticipated liquidation or substantial change in the basic nature of the Merchant’s business, any transfer or sale of 25% or more of the Merchant’s total assets or any change in the control or ownership of the Merchant or the Merchant’s parent entity. The Merchant shall also notify HantePay of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of the Merchant’s total assets not later than 3 days after the Merchant is aware of it.
- Merchant Billing and Deposit
- Receiving Merchant’s Funds from Card Transactions
Funds from the Merchant’s transactions (minus fees) are paid to the Merchant on a schedule communicated to the Merchant once the Merchant’s HantePay Account is approved. Payments for transactions through the HantePay Payment system are typically deposited in the Merchant’s bank account within 7 days or scheduled payment date. A certain amount of the Merchant’s funds may be subject to an additional hold period with terms determined by the Merchant’s perceived risk (legal enforcement, compliance of the Network, etc.) and transaction history. The Merchant is responsible for refunds, returns, and liable for customer disputes (chargebacks).
HantePay reserves the right to not authorize or settle any transaction the Merchant submits which HantePay believes: (i) may violate this Agreement or other agreements the Merchant may have with HantePay; (ii) is unauthorized, fraudulent or illegal; or (iii) or exposes the Merchant, other HantePay users, financial services providers, or HantePay to risks unacceptable to HantePay. The Merchant grants HantePay authorization to share information with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with HantePay’s legal obligations about the Merchant, the Merchant’s HantePay Account, the Merchant’s customers, and the Merchant’s transactions if HantePay believes that the Merchant is using or have used the HantePay Payment Services for unauthorized, fraudulent, or illegal purposes.
- Multicurrency Processing
HantePay may offer the Merchant the ability to have funds settled to the Merchant’s bank account in different currencies (“MultiCurrency Processing”). To use this service, the Merchant must provide HantePay with a valid bank account for each currency the Merchant requests settlement, based on HantePay’s list of available settlement currencies. HantePay may add or remove currencies from the list of available settlement currencies at any time. If the Merchant uses Multi-Currency Processing, HantePay will identify the conversion rate at the time of charge (through an API response). If the Merchant Refund a charge, the currency exchange rate will be either in effect at the time of the Refund, or at the time of charge depending on the Networks rule. By submitting a charge or refund for processing the Merchant will be deemed to have accepted the currency exchange rate. The Merchant may choose not to use the Multi-Currency Processing service at any time. The Merchant may change the bank account information or other settings associated with the Merchant’s use of Multi-Currency Processing, but any such changes will only affect subsequent charges.
- Payment and Transaction History
HantePay will pay out funds settling from the Networks to the Merchant’s designated bank or settlement account (“Bank Account”) the Merchant provides. Funds will be settled in the Bank Account in the amounts received (less all the fees charged by HantePay, HantePay partnered banks and Network) for transactions processed by HantePay Payment Services. The Merchant’s Bank Account must be held in the name of the Merchant’s business. The Merchant is responsible for the accuracy and correctness of the information regarding the Merchant’s Bank Account, including providing the correct information as part of applying or updating the Merchant’s Bank Account. After transfer of funds is initiated to the Merchant’s Bank Account, HantePay will update information in the Merchant’s HantePay Account to reflect the settlement. Information regarding the Merchant’s transactions that are processed and settled using HantePay Payment Services (“Transaction History”) will be available to the Merchant’s HantePay account.
- Transaction History
HantePay will provide a “Transaction History” in the Merchant’s HantePay Account, but it is for informational only and HantePay does not guarantee the accuracy of the history. The Merchant is solely responsible for compiling and retaining permanent records of all transactions and other data associated with the merchant’s HantePay Account as may be required for the Merchant’s business. HantePay is not responsible for maintaining Transaction History or other records in a manner consistent with the Merchant’s record retention obligations.
- Payment Schedule
- Receiving Merchant’s Funds from Card Transactions
HantePay will initiate a transfer of settlement funds by the Payment Schedule, the terms of which will be made available to the Merchant when the Merchant apply to HantePay Payment Services. The settlement funds should normally be credited to the Merchant’s Bank Account within 1-2 business days of us initiating the payment. The initial transfer to the Merchant’s account may be delayed due to the pending review of the Merchant’s account. HantePay is not responsible for any action taken by the financial institution holding the Merchant’s Bank Account that may result in some or all of the funds not being credited to the Merchant’s Bank Account or not being made available to the Merchant.
HantePay reserves the right to change the Payment Schedule, suspend payments to the Merchant’s Bank Account, or initiate a Reversal should HantePay determines it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or Refunds, or other suspicious activity associated with the Merchant’s use of HantePay Payment Services, or if required by law/court order or the Networks.
- Reconciliations and Errors
Transaction History will be available to the Merchant when the Merchant logs into the HantePay Transaction Management System. The Merchant is responsible for reconciling the Merchant’s Transaction History with the Merchant’s actual transactions and agrees to notify HantePay of any errors or discrepancies in the Merchant’s Transaction History (each an “Error”) arising from such reconciliation and verification. HantePay will investigate reported Errors and attempt to rectify any Errors that the Merchant or HantePay discovers. In the event the Merchant is owed money as a result of an Error, HantePay will transfer funds to the Merchant’s Bank Account in the next scheduled payment. While HantePay may still work with the Merchant to reconcile Errors, the Merchant’s failure to notify HantePay such Errors within 60 days of when it first appears on the Merchant’s Transaction History will be deemed a waiver of any right to amounts that may be owed to the Merchant in connection with any such Error, including any related charges. If the Merchant submits or causes HantePay to process transactions erroneously, the Merchant shall contact HantePay immediately. HantePay will investigate any erroneously reported transactions and attempt to rectify them as appropriate.
- Refunds and Returns
- The Merchant agrees to submit all refunds for returns of the Merchant’s products and services that used HantePay Payment Services to receive payment to the Merchant’s customers in accordance with this Agreement and Network Rules. Network Rules require that the Merchant will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose the Merchant’s return or cancellation policy to customers at the time of purchase; (iii) not give cash Refunds to a customer in connection with a sale, unless required by law; and (iv) not accept cash or any other item of value for a Refund.
- Full Refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. The Merchant will use best efforts to process all Refunds within certain days varied by the Networks rule (AliPay 90 days, UnionPay 180 days, WeChatPay 1 year) after the original transaction date, and the Merchant acknowledges that Refunds processed after that time may not be capable of being processed.
- HantePay will deduct the Refund amount (including any applicable Fees) from settlement funds owed to the Merchant from the processing of other transactions. Where these funds are not sufficient, the Merchant agrees to pay all funds owed to HantePay immediately upon demand to credit the Merchant’s HantePay account and to process the refund.
A Chargeback may result in the reversal of a transaction where the Merchant is immediately liable for the amount of the transaction. The Merchant can be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by our processor, or the acquiring or issuing banks.
When a Chargeback is issued, the Merchant is immediately liable to HantePay for the full amount of the transaction related to the Chargeback plus any associated fees, fines, expenses or penalties (including those assessed by the Networks or the banks). The Merchant agrees that HantePay may recover these amounts by directly debiting the Merchant’s HantePay Account, or if HantePay is unable to recover funds related to a Chargeback for which the Merchant is liable, the Merchant shall pay HantePay the full amount of the Chargeback immediately upon demand. Where such amounts are not immediately paid to HantePay, the Merchant agrees to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of HantePay in connection with the collection of any unpaid Chargebacks unpaid by the Merchant. If HantePay reasonably believes that a Chargeback is likely with respect to any transaction, HantePay may withhold the amount of the potential Chargeback from payments otherwise due to the Merchant under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case HantePay will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) HantePay determines that a Chargeback on the transaction will not occur.
- Contesting Merchant’s Chargebacks
The Merchant or HantePay may elect to contest Chargebacks assessed against the Merchant. HantePay may provide the Merchant with assistance including notifications and support to help contest the Merchant’s Chargebacks, but HantePay does not assume any liability for HantePay’s role or assistance in contesting Chargebacks. The Merchant agrees to provide HantePay with the necessary information promptly and at the Merchant’s expense, to investigate or help resolve any Chargeback. The Merchant also grants HantePay permission to share records or other information required with financial institutions and Networks to help resolve any disputes. The Merchant acknowledges that the Merchant’s failure to provide HantePay with complete and accurate information promptly may result in an irreversible Chargeback being assessed. If the Chargeback is not resolved in the Merchant’s favor, HantePay may recover the Chargeback amount and any associated fees from the Merchant. HantePay reserves the right, upon notice to the Merchant, to charge a fee for mediating or investigating Chargeback disputes.
- Excessive Chargebacks
At any point, HantePay, the Networks, or HantePay Partnered Bank, may determine that the Merchant is incurring excessive Chargebacks. Networks typically consider Chargeback volume approaching 1% of merchant’s total processing volume to be excessive, although the level at which the Merchant is considered to have excessive Chargebacks may be more or less than that. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (i) additional controls and restrictions put on the Merchant’s use of HantePay Payment Services, including without limitation, (ii) increases to merchant’s applicable Fees, or (iii) delays in the Merchant’s Payment Schedule; or (b) possible suspension or termination of the Merchant’s HantePay Account and access to the HantePay Payment Services. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
- HantePay Fees
The Merchant agrees to pay all fees assessed by HantePay to the Merchant for providing the HantePay Payment Services described in this Agreement (“Fees”). Except as otherwise stated in writing by HantePay, these fees will be calculated Pursuant to the attached Fee Schedule. HantePay reserves the right to revise the Fee Schedule with 30 days’ notice to the Merchant. The Merchant acknowledges that the Merchant is also responsible for any penalties or fines imposed on HantePay or by any Network or financial institution as a result of the Merchant’s use of the HantePay Payment Services.
- HantePay’s Collection Rights
To the extent permitted by law, HantePay may collect any obligations the Merchant owe HantePay under this Agreement by deducting the corresponding amounts from the funds payable to the Merchant arising from the settlement of transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amount is not sufficient to meet the Merchant’s obligations to HantePay, the Merchant shall pay HantePay the amounts owed to HantePay. The Merchant’s failure to fully pay amounts that the Merchant owes HantePay on demand is a material breach of this Agreement and the Merchant will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
- Refunds and Returns
- Service Term
- Documents Required
The Merchant shall provide HantePay with the business or trade name, address, email, phone number, tax identification number, URL, the nature of the business or activities, and certain other information. HantePay may also collect personal information (including name, birthdate, Social Security Number and government-issued identification number) about the beneficial owners, principals, and HantePay Account administrator. HantePay may also ask for additional information to help verify the Merchant’s identity and assess the Merchant’s business risk including but not limited to financial statements, physical inspection at the Merchant’s place of business and to examine books and records.
- Personal Guarantee
HantePay may require a personal guarantee from a principal of the Merchant’s business as a condition of continuing to provide HantePay Payment Services to the Merchant. If a personal guarantee is necessary, HantePay will specifically inform the Merchant in advance.
- After HantePay has collected and verified all the Merchant’s information, HantePay will review the Merchant’s registration and determine if the Merchant is eligible to use the HantePay Payment Services. HantePay may also share the Merchant’s information with the Networks and HantePay’s partnered bank, each of which may also decide regarding the Merchant’s eligibility. HantePay will notify the Merchant once the Merchant’s registration has been either approved or deemed ineligible for the use of the HantePay Payment Services.
- After HantePay has reviewed and approved, all required information, the Merchant’s HantePay Account will be available to Merchant on a preliminary basis only, and HantePay may terminate it at any time and for any reason. The Merchant may not apply for another account with HantePay if HantePay has already rejected an application for the Merchant’s business. If the Merchant believes the Merchant’s original application was rejected in error, please contact HantePay’s application team to review the Merchant’s account.
- The Agreement is binding on HantePay only when HantePay approves the Merchant’s application.
- Documents Required
- The Agreement remains effective so long as the Merchant uses the HantePay Payment Services until terminated by the Merchant, HantePay, the Networks or HantePay Partnered Bank.
- Termination At Will
HantePay reserves the right to terminate this agreement at any time. The Merchant can also terminate anytime. Termination is effective immediately. Termination does not alter the Merchant’s liability for processed payments or related chargebacks.
- The Merchant may terminate this Agreement by closing the Merchant’s HantePay Account at any time by sending HantePay the written consent.
- HantePay may terminate this Agreement and close the Merchant’s HantePay Account at any time for any reason effective upon providing merchant notice in accordance with this agreement.
- HantePay may suspend the Merchant’s HantePay Account and the Merchant’s access to the HantePay Payment Services and any funds in the Merchant’s HantePay Account, or terminate this Agreement, if (i) HantePay determines in sole discretion that the Merchant is ineligible for the HantePay Payment Services because of the risk associated with merchant’s HantePay Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) the Merchant does not comply with any of the provisions of this Agreement; or (iii) requested by a Network or financial institution.
- Termination At Will
- Effects of Termination
Upon termination and closing of the Merchant’s HantePay Account, HantePay will immediately discontinue the Merchant’s access to the HantePay Payment Services. Any funds in HantePay’s custody will be paid out to the Merchant subject to the terms of this Agreement and Payment Schedule.
Upon termination and closing of the Merchant’s HantePay Account, The Merchant agrees to (i) immediately stop using any of the HantePay Payment Services, (ii) immediately stop using of any HantePay Marks or IP Rights licensed under this Agreement, and (iii) immediately remove any HantePay references and all Network logos from the Merchant’s site or in the Merchant’s app. (unless otherwise permitted to do so under a separate license from the Networks).
Upon termination and closing of the Merchant’s HantePay Account, all the licenses granted under this Agreement will end. HantePay reserves the right (but have no obligation) to delete all of the Merchant’s information and account data stored on our servers. HantePay will not be liable to the Merchant for compensation, reimbursement, or damages in connection with the Merchant’s use of the HantePay Payment Services, or any termination or suspension of the HantePay Payment Services or deletion of merchant’s information or account data, and the Merchant are still liable to us for any Chargebacks, Fees, Refunds, or other amounts incurred by merchant or through the Merchant’s use of HantePay Payment Services prior to termination. Termination does not relieve merchant of merchant’s obligations as defined in this Agreement and HantePay may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.
- Transfer of Service
Within 30 days after the termination of merchant’s HantePay Account, the Merchant may request in writing that HantePay provides to an alternative payment services provider the Payment Account Details regarding Transactions between the Merchant and the Merchant’s Customers that the Merchant is entitled to receive. HantePay may require the Merchant to provide evidence that the alternative payment services provider has appropriate systems and controls as a precondition to the receiving of any Payment Account Details. In addition, for Payment Account Details regarding payment card transactions, the payment services provider must be a PCI-DSS Level 1-certified. HantePay’s obligation to comply with a request under this section is limited to the extent commercially reasonable, and HantePay may delay or refuse any request if HantePay believes the alternative payment services provider the Merchant has identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or if laws or payment method rules prohibit HantePay from providing the Payment Account Details.
- The Network and HantePay Partnered Bank rules
Networks and HantePay Partnered Bank have established guidelines, bylaws, rules, and regulations (“Network Rules”). The Merchant is required to comply with all applicable Network Rules and Partnerred Bank rules and agrees to the fees charged by the Network and HantePay Partnered Bank in addition to the fee charged by HantePay. The Merchant shall review the guideline, bylaws, rules and regulations at their respective websites. The Merchant can ask HantePay to provide certain rule if the Merchant is unable to find it. Failure to ask for the rules will be deemed as the Merchant has fully read the rules. The Network and HantePay Partnered Bank reserve the right to amend the rules. HantePay also reserves the right to amend the Agreement at any time with notice to the Merchant as necessary to comply with Network Rules or otherwise address changes to the HantePay Payment Services.
- Laws and Regulations
The Merchant is required to obey all laws, rules, and regulations applicable to the Merchant’s use of the HantePay Payment Services (for example, those governing financial services, consumer protection, unfair competition, anti-discrimination, or false advertising).
- Prohibited Businesses
- The Network and HantePay Partnered Bank rules
There are certain categories of businesses and business practices for which the HantePay Payment Services cannot be used (“Prohibited Businesses”). The Prohibited Businesses include but not limited to: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any transaction for processing that does not arise from the Merchant’s sale of products or services to a buyer customer; (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party; (iv) send what the Merchant believes to be potentially fraudulent authorizations or fraudulent transaction; or (v) use HantePay in a manner that UnionPay, AliPay, and WeChatPay might reasonably believe to be an abuse of such network or a violation of its applicable rules. If the Merchant is uncertain as to whether a business is a Prohibited Business or have questions about how these requirements apply to the Merchant’s business, please contact HantePay.
- The Merchant further agrees not to, nor to permit any third party to, do any of the following with the HantePay Payment Services: (i) access or attempt to access HantePay systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from HantePay, HantePay’s website, or HantePay Payment Services; (iii) permit any third party to use HantePay Payment Services via a rental, lease, timesharing, service bureau, or other arrangements; (iv) transfer any rights granted to merchant under this Agreement; (v) work around any of the technical limitations, use any tool to enable features or functionalities that are otherwise disabled – or decompile, disassemble, or otherwise reverse engineer – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation, or prevent access to or use by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) use in a manner that is not expressly permitted in this Agreement.
- HantePay reserves the right to periodically verify the Merchant’s identity and assess the Merchant’s business risk including reviewing financial statements, physical inspection at the Merchant’s place of business and to examine books and records that pertain to the Merchant’s compliance with this Agreement. The Merchant’s failure to comply with any of these requests within five (5) days may result in suspension or decline of the Merchant’s HantePay Registration.
- Liability and Indemnification
- The Merchant is responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to the Merchant’s use of the HantePay Payment Services and the Merchant’s breach of this Agreement. The Merchant is responsible for the use of lost or stolen cards to purchase products or services from the Merchant’s business and selected and implementing security controls that are appropriate for the Merchant’s business. The Merchant agrees to reimburse the Merchant’s customer, HantePay, HantePay Partnered Bank, and any third party designated by HantePay or HantePay partnered bank for any such liability.
- HantePay will have the final decision-making authority concerning Claims. The Merchant will be required to reimburse HantePay for any liability HantePay incurs due to fulfillment or failure to fulfill obligations to the Merchant’s customers, including the delivery of products or services. The Merchant’s liability will include the full purchase price of the item plus the original shipping cost (and in some cases, the Merchant may not receive the item back). The Merchant will not receive a refund of any Fees paid to HantePay. Without limiting the foregoing, the Merchant agrees to defend, indemnify, and hold harmless Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) the Merchant’s breach of any provision of this Agreement; (ii) the Merchant’s use of the HantePay Payment Services with the Merchant’s site or app; (iii) the Merchant’s obligations to pay amounts owed under this Agreement, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iv) negligence or willful misconduct of the Merchant’s employees, contractors, or agents; and (v) all third-party indemnity obligations HantePay incurs as a direct or indirect result of the Merchant’s acts or omissions (including indemnification of any Network or card issuer). HantePay may immediately request the full amounts from the Merchant owed for such liability to HantePay.
- The Merchant understands and agrees that In No Event Shall the Disclaiming Entity be liable for the following
- 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 HantePay Payment Services;
- Any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or the Merchant’s HantePay Account Or the information contained therein, or the Merchant’s failure to use or implement Security Controls that are Appropriate for the Merchant’s Business;
- Any personal injury or property damage, of any nature whatsoever, resulting from the Merchant’s access to or use of the HantePay Payment Services;
- Any unauthorized access to or use of servers used in connection with the HantePay Payment Services or any personal information stored therein;
- Any interruption or cessation of transmission to or from the HantePay Payment Services;
- Any software bugs, viruses, Trojan horses, or other harmful code that may be transmitted to or through the HantePay Payment Services;
- Any errors, inaccuracies or omissions in any content or information, and 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 HantePay Payment Services;
- User content contains the defamatory and offensive material;
- Illegal conduct of any third party;
- Without Limiting Anything To The Contrary, the Disclaiming Entity’s cumulative liability to the Merchant shall be limited to direct damages and in all events shall not exceed in the aggregate the amount of fees paid by the Merchant to HantePay Payment Services during the One (1) 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 but not limited to: breach of contract, tort (including negligence), strict liability, or any other basis. The limitations apply even if HantePay Or HantePay Partnered Bank have been advised of the possibility of such damage. The foregoing will apply to the fullest extent permitted by law in the applicable jurisdiction.
- The Merchant acknowledges that HantePay is required to provide the Merchant’s business name and limited information to the Network, financial services providers, etc. as part of HantePay Payment Services. In the event of a default under this agreement or misuse of applicable financial networks, HantePay may also report the Merchant’s business name and the name of the Merchant’s principals to the UnionPay, Alipay and WeChatPay. The Merchant specifically consents to the fulfillment of the obligations related to the listing by HantePay or the Networks and to the listing itself and the Merchant waives and holds harmless to HantePay or the Networks from all claims and liabilities the Merchant may have as a result of such reporting.
- The Merchant is fully responsible for the security of data on the Merchant’s site, through the Merchant’s app, or otherwise in the Merchant’s possession. The Merchant agrees to comply with all applicable state and federal laws and rules in connection with the Merchant’s collection, security and dissemination of any personal, financial, Card, or transaction information (defined as “Payment Data”) on the Merchant’s site or through the Merchant’s app. While HantePay helps to make compliance easier, the Merchant is solely responsible for compliance with any laws, regulations, or rules applicable to the Merchant’s business. The Merchant agrees to comply with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS) as applicable, depending on the Merchant’s implementation of using HantePay Payment Services.
- Security and Fraud Controls
HantePay is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding the Merchant and the Merchant’s customers that is stored in our servers from unauthorized access and accidental loss or modification. However, HantePay cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. The Merchant acknowledges that the Merchant provide this personal information regarding the Merchant and the Merchant’s customers at the Merchant’s own risk. HantePay may provide or suggest security procedures and controls intended to reduce the risk to the Merchant of fraud. These security controls may include processes or applications that are developed by HantePay or by third parties, including but not limited to providing two-factor authentication for logging into the Merchant’s HantePay Account. The Merchant agrees to review all security controls and choose those that are appropriate for the Merchant’s business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use security controls will increase the Merchant’s exposure to unauthorized transactions. The Merchant is solely responsible for the use of lost or stolen data that is used to purchase products or services from the Merchant’s business. HantePay is not liable for and do not insure against losses to merchant or merchant’s customers resulting from use of lost or stolen data with HantePay Payment Services (including but not limited to losses arising from the use of lost or stolen credit cards to make purchases from merchant’s site or app, or those caused by a compromise of merchant’s login credentials).
- Security Audit Right
If HantePay believes that a security breach or compromise of data has occurred, HantePay may require the Merchant to have a third-party auditor that is approved by HantePay to conduct a security audit of the Merchant’s systems and facilities and issue a report to be provided to HantePay, HantePay’s banking partners, and the Networks.
- The Merchant represents to HantePay that the Merchant is and will continue to comply with all applicable privacy laws. The Merchant further represents that the Merchant has obtained all necessary rights and consents under applicable law to disclose to HantePay – or allow HantePay to collect, use, retain, and disclose – any data that the Merchant provides to HantePay or authorize HantePay to collect. As between the Merchant and HantePay, the Merchant is solely responsible for disclosing to the Merchant’s customers, as applicable, that the Merchant is utilizing HantePay Payment Services and providing customer data to HantePay.
- If the Merchant receives information about others, including cardholders, through the use of the HantePay Payment Services, the Merchant must keep such information confidential and may only use it in connection with the HantePay Payment Services. The Merchant may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless the Merchant receives the express consent of the user to do so. The Merchant may not disclose payment information to any third party, other than in connection with processing a transaction requested by the Merchant’s customer using HantePay Payment Services and, if applied, in a manner consistent with PCI DSS and applicable law.
- General Provisions
- License and Trademarks
- During the time the Merchant is authorized to use HantePay Payment Services, HantePay grants the Merchant a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the HantePay Payment Services solely to (a) accept and receive payments, (b) manage the funds merchant so receive, and (c) build applications utilizing the HantePay Payment Services in a manner consistent with this Agreement and the documentation available to merchant on our website.
- This license granted under this agreement includes use of the APIs, documentation, images, support pages, and any updates thereto provided to the Merchant by HantePay. Where updates are subject to new or additional terms, HantePay will update this agreement or provide notice to the Merchant. Each of the foregoing is licensed and not sold, and HantePay reserves all rights not expressly granted to the Merchant in this Agreement. The HantePay Payment Services are protected by copyright, trade secret and other intellectual property laws. HantePay owns all interest, title, and other worldwide IP Rights (as defined below) in the HantePay Payment Services and all copies of the HantePay Payment Services.
- HantePay may terminate this license at any time if the Merchant uses the HantePay Payment Services or content, except as permitted by this Agreement. HantePay may also periodically make available certain HantePay logos, trademarks, or other identifiers for the Merchant’s use (“HantePay Marks”). HantePay may limit or revoke the Merchant’s ability to use HantePay Marks at any point. HantePay may change HantePay Marks from time to time. If HantePay Marks is changed, the Merchant shall use the current version of the HantePay Marks.
- The Merchant may choose to or HantePay may invite the merchant to submit comments or ideas about the HantePay Payment Services, including without limitation about how to improve the HantePay Payment Services or our products (“Ideas”). By submitting any Idea, the Merchant agrees that the Merchant’s disclosure is gratuitous, unsolicited and without restriction and will not place HantePay under any fiduciary or other obligation, and that HantePay is free to use the idea without any additional compensation to the Merchant, and/or to discloses the idea on a non-confidential basis or otherwise to anyone. The Merchant further acknowledges that, by acceptance of the Merchant’s submission, HantePay does not waive any rights to use similar or related ideas previously known to HantePay, or developed by its employees, or obtained from sources other than the Merchant.
- Merchant’s Representation and Warranties
The Merchant represents and warrants to HantePay that:
- If the Merchant is a sole proprietor, the Merchant is at least 18 years of age or, if the Merchant is under 18 years of age, the Merchant has obtained and can provide evidenced consent from the Merchant’s parent or legal guardian to the Merchant’s execution of this Agreement and use of the HantePay Payment Services in the manner prescribed by HantePay;
- The Merchant is eligible to apply and use the HantePay Payment Services and has the right, power, and ability to enter into and perform under this Agreement;
- The information the Merchant submits as part of the Merchant’s registration is current, accurate, and complete;
- Any transaction submitted by the Merchant will represent a bona fide transaction for permitted products or services;
- Any transactions submitted by the Merchant will accurately describe the products or services sold and delivered to a purchaser;
- The Merchant will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the HantePay Payment Services;
- The Merchant will fulfill all of the Merchant’s obligations to each customer for which the Merchant submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser;
- The Merchant and all transactions initiated by the Merchant will comply with all federal, state, and local laws, rules, and regulations applicable to the Merchant’s business, including any applicable tax laws and regulations;
- Except in the ordinary course of business, no transaction submitted by the Merchant through the HantePay Payment Services will represent a sale to any principal, partner, proprietor, or owner of the Merchant’s entity;
- The Merchant will not use the HantePay Payment Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the HantePay Payment Services.
- HantePay Provides Services Provided As Is
The HantePay Payment Services 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. no advice or information, whether oral or written, obtained by merchant from or through the HantePay Payment Services or from (i) HantePay or HantePay partnered bank; (ii) the processors, suppliers or licensors of HantePay or HantePay partnered bank; or (iii) any of the disclaiming entities will create any warranty from any disclaiming entity to the Merchant. The Merchant specifically acknowledges that neither HantePay nor HantePay partnered bank have any control over the products or services that are paid for, whether provided through the Merchant’s site or app or otherwise, with the HantePay payment services, and neither HantePay nor HantePay partnered bank can ensure that the Merchant’s customers will complete a transaction or is authorized to do so. Without limiting the foregoing, the disclaiming entities do not warrant that the information they provide or that is provided through the HantePay payment services is accurate, reliable, or correct; that the HantePay payment services will meet the Merchant’s requirements; that the HantePay payment services will be available at any particular time or location; that the HantePay payment services will function uninterruptedly or be secure; that any defects or errors will be corrected; or that the HantePay payment services are free of viruses or other harmful components. any subject matter downloaded or otherwise obtained through the use of the HantePay payment services is downloaded at the Merchant’s own risk – the Merchant is solely responsible for any damage to the Merchant’s property or loss of data that results from such download. The Disclaiming Entities make no representations or warranties about how long they 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 HantePay payment services or any hyperlinked website or service, or featured in any banner or other advertising, and neither HantePay nor HantePay partnered bank will be a party to or in any way monitor any transaction between the Merchant and third-party providers of products or services.
- Choice of Law, Arbitration and Jurisdiction
The Merchant agrees that any disputes arising out of or relating to this Agreement or the HantePay Payment Services will be resolved in accordance with this section. This Agreement is governed by the laws of the State of California.
- License and Trademarks
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
If for any reason, the arbitration clause is deemed invalid, any dispute or claim arising out of or relating to this terms of service or claim of breach hereof shall be brought exclusively in the Superior Court of Los Angeles, California. By execution of this terms of service, the Merchant and HantePay, and their respective affiliates, consent to the exclusive jurisdiction of such court, and waive any right to challenge jurisdiction or venue in such court with regard to any suit, action, or proceeding under or in connection with the agreement. Each party to this agreement also hereby waives any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this agreement..
Headings are included in this Agreement for convenience only and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that HantePay may have under trade secret, copyright, patent, or other laws.
- Right to Amend
HantePay has 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 HantePay Payment Services or software with notice that HantePay in our sole discretion deem to be reasonable in the circumstances, such as on our website. Any use of the HantePay Payment Services or software after our publication of any such changes will constitute the Merchant’s acceptance of the modified Agreement.
- Notice Delivery and Acceptance to Electronic Signature
- Methods of Delivery/Notice: The Merchant agrees that HantePay will provide electronic disclosures, notices regarding HantePay and updated agreements to the Merchant by posting such disclosures and notices through the HantePay Transaction Management System/dashboard, emailing the Merchant to the email address listed in the Merchant’s HantePay Account, or posting them to our website.
- The Merchant also agrees that electronic disclosures and notices have the same meaning and effect as if HantePay had provided the Merchant with a paper copy. Such disclosures and notices will be considered to be received by the Merchant within 24 hours of the time it is posted to HantePay’s website or emailed to the Merchant unless HantePay receives notice that the email was not delivered.
- Consent to Electronic Disclosures and Notices: By registering for a HantePay Account, the Merchant agrees that such registration constitutes the Merchant’s electronic signature, and the Merchant consents to electronic provision of all disclosures and notices from HantePay (“Notices”), including those required by Law. The Merchant also agrees that the Merchant’s electronic consent will have the same legal effect as a physical signature.
- Due to the nature of the HantePay Payment Services, the Merchant will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, the Merchant may choose to withdraw the Merchant’s consent to receive Notices electronically by terminating the Merchant’s HantePay Account.
This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by the Merchant without HantePay’s prior written consent but may be assigned by HantePay without consent or other restriction upon notice to the Merchant or where substantially all of HantePay’s assets are sold. Any attempt by the Merchant to assign this Agreement, or any rights or licenses granted herein, without HantePay’s express written consent will be null and void.
This Agreement binds the Merchant and the Merchant’s respective representatives and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
- Third-party Services and Links to Other Websites
The Merchant may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-party Services”) that utilize, integrate, or provide services related to the Service. If the Merchant decides to use these Third-party Services, the Merchant will be responsible for reviewing and understanding the terms and conditions associated with these Third-party Services. The Merchant agrees that HantePay is not responsible for the actions of Third-party Services.
- Force Majeure
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 the Merchant’s liabilities and obligations under this agreement, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
- Responding to Legal Process
- Entire Agreement
This Agreement constitutes the entire agreement between the Merchant, HantePay, and HantePay partnered bank concerning the provision of the HantePay Payment Services. In the event of a conflict between this Agreement and any other HantePay agreement or policy relating to the subject matter herein, this Agreement will prevail. These terms and conditions describe the entire liability of HantePay, HantePay Partnered Bank, and our vendors and suppliers (including processors), set forth the Merchant’s exclusive remedies concerning the HantePay Payment Services, and define the Merchant’s access and use of the HantePay Payment Services.
If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will 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.
(End of Agreement)