Payment processor end user agreement
Last Updated on August 4th, 2017
1. Payment Processing Services
The Platform that You are using ("Customer") has contracted with Assembly
Payments Pty. Ltd., (together with our affiliates, subsidiaries and divisions,
collectively "Assembly" or "We" or "Us") to facilitate the payment process
for Goods, Assets or Services Purchased and Sold via Customer's online platform
If you are a Subscriber, you hereby authorise and instruct Assembly in
accordance with the terms and conditions of this Agreement, to collect
and make payment of your Subscription Transaction to the Customer;
If you are a Platform Seller, you hereby authorise and instruct Assembly
in accordance with the terms and conditions of this Agreement, to act
as your payment facilitator and agent in connection with the sale of
Goods, Assets or Services by you as Platform Seller to Platform Buyers,
who are introduced to you as Platform Seller via the Platform; or
If you are a Platform Buyer, who intends to buy Goods, Assets or Services
on the Platform from a Platform Seller, you hereby agree that the terms
of this Agreement will apply to your use of the Payment Processing Services
provided by Assembly.
For the avoidance of doubt, Customer is not a party to this End User Agreement
("Agreement") for the provision and/or use of the Payment Processing Services
by You. This Agreement is entered into directly between either the Subscriber
and Assembly, Platform Buyer and Assembly, or the Platform Seller and Assembly,
as the case may be. The contractual relationship between You and Customer shall
be governed by the separate Platform User Agreement.
- "Account" means a depository account with a financial institution designated by You for the payment or receipt of monies pursuant to this Agreement.
- "Cardholder" refers to the Buyer using a credit card or a debit card for payment.
- "Card Network/Card Brand" means the network that powers credit card transactions. This includes, without limitation, Visa, MasterCard, American Express and Discover.
- "Custodian Account" means funds received on behalf of Buyers, which will be co-mingled and held with funds belonging to other persons in one or more For Benefit Of (FBO) accounts at NAB Trustees (or successor Trustee as Assembly may determine) on Customer's behalf and or Platform Sellers behalf and for the benefit of the Customer and or platform seller.
- "Customers." Online marketplace entities or Platforms that contract Assembly as their point of sale payment processor.
- "Goods, Assets and/or Services" means any goods, services or other property of any kind whatsoever (real, tangible or intangible) or any rights with respect thereto.
- "Losses" means any and all actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise.
- "Payment Processing Services" means the internet based Payment Processing Services provided by Assembly, acting as a payments facilitator and/or escrow agent, which services are intended to facilitate the completion of a Transaction.
- "Platform Buyer" means a third party end user of Customer who Purchases, or offers, attempts or agrees to Purchase, any Goods, Assets or Services from You via the Platform.
- "Platform Seller" means a third-party end user of Customer who Sells, or offers, attempts or agrees to Sell, any Goods, Assets and/or Services via the Platform. Without limiting the generality of the foregoing, the term Platform Seller shall include, but shall not be limited to, any service provider, seller of products, lessor, licensor, landlord, retailer, vendor, supplier, dealer, direct payment payee, biller, contractor or merchant.
- "Platform Transaction"means any Transaction involving the Purchase and Sale of Goods, Assets or Services by Platform Buyer to Platform Seller(s) using the Platform.
- "Purchase" shall be interpreted broadly to mean purchase, buy, obtain, lease, license or otherwise acquire or assume.
- "Representatives" means a person's affiliates, and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns.
- "Sell" shall be interpreted broadly to mean to sell, transfer, lease, license, hypothecate or otherwise assign or dispose of.
- "Subscriber" means a person who Purchases, or offers, attempts or agrees to Purchase any Goods, Assets or Services, directly from Customer or its affiliates.
- "Subscriber Fee" means individually the fee payable by the Subscriber to the Customer under a Subscription Transaction.
- "Subscription Transaction" means a transaction between Customer, on the one hand, and Subscriber on the other hand, whereby Customer allows the Subscriber the opportunity to become a Platform Seller, and pursuant thereto access to the Platform for the purposes of selling, or offering, attempting or agreeing to Sell, any Goods, Assets and/or Services via the Platform to a Platform Buyer.
- "Third Party Service Provider" means a separate business working with Assembly to facilitate payment processing as well as preventing fraud and non-compliance with applicable laws.
- "Transaction" means the Purchase and Sale of Goods, Assets or Services via the Platform, and can either be a Platform Transaction or a Subscription Transaction.
- "Transaction Funds Reversals" are payment reversals that can refund to a Platform Buyer or Subscriber up to the full amount of the Transaction Funds. This term includes "chargebacks"‚Äîclaims that Platform Buyers or Subscribers may file to dispute a payment or identify any unauthorized transactions made directly with the Platform Buyer's or Subscriber's issuing bank. This term also includes transactions disputed or reversed by a Card Network, Assembly's processor, or a Customer's financial institution. This term also includes payment reversals due to an unauthorized, unlawful, suspicious, contractually Prohibited Transaction.
- "You" or "Your" is a reference to a Platform Seller, Platform Buyer, and/or a Subscriber, as the context may require.
3. Required Information
Platform Sellers. In order to provide Payment Processing Services
to the Platform Seller, Assembly is required to validate Platform Seller's
identity with Third Party Service Providers. This is not a hard credit
check (i.e. a credit check that might impact Your credit score negatively).
Platform Seller consents to Assembly carrying out such a validation and
will, at minimum, supply the following information to Assembly:
If You are operating a registered business (Partnership, Corporation,
Pty Ltd, Pty Lte, Partnership, Trust, Sole Trader, LLC, S Corp, C Corp,
LLP, LP, etc.), You will also need to provide Your:
Full legal name;
Month and year of birth;
Social security number or tax number;
Bank account details;
Government Issued ID.
By accepting this Agreement, Platform Seller authorizes Assembly to share,
retrieve and verify information about Platform Seller through properly
accredited Third Party Service Providers, but only to the extent required
to provide Payment Processing Services to Platform Seller. Platform Seller
acknowledges that this may include history of past addresses and other
personal data (e.g. IP addresses). Platform Seller acknowledges that
Assembly and its Third Party Service Provider(s) are situated internationally,
and consent to the transfer of Platform Seller's personal information
to them for the purposes of providing the Payment Processing Services.
Assembly may require that Platform Seller's information be updated from
time to time.
Full business name;
Business EIN or ABN.
Buyers/Subscribers. In order for Buyers or Subscribers to utilize
the Payment Processing Services, they will need to provide the following
information to Assembly:
Any additional information as required from time to time by Assembly
or Customer from time to time for the purposes of the Payment Processing
Services (for example, identity verification or payment verification in
Full legal name;
Payment/Bank account details.
Protection of Legitimate Interests. We will take appropriate measures
to ensure that Subscriber's, Platform Buyer's and Platform Seller's legitimate
interests during the validation process set out in this Section 3 are
protected, in that:
You will be provided with an opportunity to make representations
about the outcome of the validation process; and
Assembly will provide You with sufficient information about the
underlying logic of the processing of the information relating
to You, in order to enable You to make such representations.
available at https://assemblypayments.com/privacy and is incorporated by
reference into this Agreement as if it were set forth here in its entirety
course of Assembly handling Your payments shall be handled with due care
By entering Your payment information and making use of the Payment Processing
Services You authorize Assembly:
If You are a Platform Seller: to initiate credit entries to Your
Account to receive payment in full or in part of the purchase price
of any Goods, Assets or Services purchased from You by Platform Buyer
via the Platform (the "Purchase Price");
If You are a Subscriber: to initiate credit entries to Customer's
Account in order for Customer to receive payment of the Verification
Fee and/or the Subscription Fee;
If You are a Platform Buyer: to release any Transaction Funds
held by Assembly on Your behalf to the Platform Seller, upon
Your instruction to Assembly to do so;
To debit Your Account to discharge Your obligations pursuant
to this Agreement and/or the Customer's Platform User Agreement,
which obligations may include transaction fees payable to Assembly
and/or Customer as provided for in Section 7 below (a "Transaction
To make such payments by direct debit.
Such payments may be made by direct debit or ACH via the respective
Direct Debit/ACH Agreement attached as an exhibit hereto or otherwise
as provided by Assembly.
If a Platform Buyer authorizes the release funds to a Platform Seller
to complete a Transaction, the Platform Buyer explicitly agrees that
the Goods, Assets and/or Services relating to the Transaction are as
described and/or have been provided. For the avoidance of doubt, once
this occurs, Platform Buyer waives any rights to file a Payment Claim,
as defined below, for that Transaction.
6. Funds Held for Benefit of Seller
Assembly maintains a ledger that properly delineates the Seller for whom
the funds are earmarked. Assembly has sole discretion over the establishment
and maintenance of any Custodian Accounts. Assembly will hold such funds
separate from Assembly's corporate funds and will not (i) use the funds for
corporate purposes, (ii) make the funds available to creditors in the event
of Assembly's bankruptcy or for any other purpose, and (iii) knowingly permit
Assembly's creditors to seize said funds. You will not receive interest or
any other earnings on funds in Custodial Accounts. You irrevocably assign
to Us all rights and legal interests to any interest or other earnings that
accrue or are attributable to any of Your funds in a Custodian Account.
Assembly charges a Transaction Fee for each Transaction. The Transaction
Fee will be paid by Customer on Your behalf out of the brokerage fee
payable by You to Customer pursuant to the Customer's Platform User Agreement
(the "Brokerage Fee"). You hereby authorize and direct Assembly to deduct
the Brokerage Fee from the Purchase Price and remit such amount to Customer.
Once paid, Transaction Fees are non-refundable.
Assembly is not responsible for withholding or payment of any sales, use,
personal property or other governmental tax or levy imposed on any Goods,
Assets or Services purchased or sold through the Platform or otherwise
arising from any Transaction.
8. Prohibited Transactions
You agree You will not use the Payment Processing Services for, or otherwise
accept payments in connection with the following businesses, business activities
or business practices ("Prohibited Transactions"): (1) embassies, foreign
consulates or other foreign governments, (2) door-to-door sales, (3) offering
substantial rebates or special incentives to the Cardholder subsequent to
the original purchase, (4) negative response marketing, (5) engaging in deceptive
marketing practices, (6) sharing Cardholder's data with another merchant for
payment of up-sell or cross-sell product or service, (7) evading Card Network's
chargeback monitoring programs, (8) engaging in any form of licensed or unlicensed
aggregation or factoring, (9) airlines, (10) age restricted products or services,
(11) bail bonds, (12) bankruptcy lawyers, (13) bidding fee auctions, (14)
collection agencies, (15) chain letters, (16) check cashing, wire transfers
or money orders, (17) counterfeit goods (e.g. knock-offs, imitations, bootlegs)
(18) currency exchanges or dealers, (19) firms selling business opportunities,
investment opportunities, mortgage consulting or reduction, credit counselling,
repair or protection or real estate purchases with no money down, (20) credit
card and identity theft protection, (21) cruise lines, (22) essay mills, (23)
flea markets (firms/individuals operating from a booth, on a part time basis
with no lease or telephone availability; whether indoors or outdoors), (24)
drug paraphernalia, (25) extended warranties, (26) fortune tellers, (27) "get
rich quick" schemes; (28) gambling (including but not limited to lotteries,
Internet gaming, contests, sweepstakes, or offering of prizes as an inducement
to purchase goods or services), (29) sports forecasting or odds making, (30)
illegal products or services, (31) mail-order brides, (32) marijuana dispensaries
and related businesses, (33) money transmitters or money service businesses,
(34) multi-level marketing or pyramid schemes, (35) online, mail, or telephone
order pharmacies or pharmacy referral services, (36) prepaid phone cards, phone
services or cell phones, (37) pseudo pharmaceuticals, (38) quasi-cash or stored
value, (39) securities brokers, (40) sexually-oriented or pornographic products
or services, (41) shipping or forwarding brokers, (42) substances designed to
mimic illegal drugs, (43) telemarketing, (44) timeshares, (45) online, mail,
or telephone order tobacco or e-cigarette sales, (46) weapons and munitions
(47) virtual currency or credits that can be monetized, re-sold or converted
to physical or digital goods or services or otherwise exit the virtual world,
or (48) products/services intended to inflict or promote revenge, harassment,
and other forms of abuse, humiliation and intimidation. Assembly may update
this list from time to time, as necessary, without notice to You.
9. Right to Reject a Transaction
Assembly reserves the absolute right, in its sole discretion, to reject, refuse
to complete, or unwind any Transaction that Assembly has any reason to believe
is unauthorized or made by someone other than the Buyer, may violate any law,
rule or regulation, or if Assembly has reasonable cause not to honor it.
10. Transaction Funds Reversals and Disputes
"Transaction Funds Reversals" are payment reversals that can refund to a Platform
Buyer or Subscriber up to the full amount of the Transaction Funds. This term
includes "chargebacks"‚ claims that Platform Buyers or Subscribers may file
to dispute a payment or identify any unauthorized transactions made directly
with the Platform Buyer's or Subscriber's issuing bank. This term also includes
transactions disputed or reversed by a Card Network, Assembly's processor, or
a Customer's financial institution. This term also includes payment reversals
due to an unauthorized, unlawful, suspicious, or contractually Prohibited
Transaction in violation of Section 8 (Prohibited Transactions). These complaints
are made directly with the Buyer's issuing bank and may result in a reversal
that refunds up to the full Purchase Price of the Transaction back to the Buyer.
If a Transaction is disputed or reversed by a Card Network, Assembly's processor,
or a Seller's financial institution, or the Transaction was not authorized,
unlawful, suspicious, or in violation of Section 8 (Prohibited Transactions),
the Seller associated with the Transaction Funds Reversal shall be fully liable
for the Transaction Funds Reversal amount. For any Transaction resulting in
a Transaction Funds Reversal, Assembly may take any action reasonably necessary
to recover the funds, including withholding the Transaction Funds Reversal in
a reserve or deducting the amount of the Transaction Funds Reversal (and any
associated fees or fines from Seller's Account or other funding source registered
with Assembly), including without limitation by direct debit or ACH. Assembly
assumes no liability for Transaction Funds Reversals or for any tooling or
assistance Assembly provides to prevent or fight Transaction Funds Reversals.
11. Fraud or Excessive Chargebacks
Seller agrees to work with Assembly to immediately address any fraud or chargeback
issue. Seller also understands and agrees that Assembly may delay or reject
Transactions that Assembly deems potentially fraudulent. Seller also agrees
to allow Assembly to share information about a Chargeback with the payer and
the payer's Sellers, or the financial institution where Seller's Account is
held, to investigate or otherwise resolve a chargeback.
12. Set Off/Security Interest
To the extent allowed by applicable law, Seller grants to Assembly a security
interest and right of set-off in any account created through Seller's use of
the Platform including any reserve or any pending payouts that Assembly has
received for processing pursuant to this Agreement. Seller agrees to execute
and deliver any documents necessary to perfect and enforce this interest.
Additionally, without prior notice, Seller agrees that Assembly may defer
payout/restrict access to funds related to a disputed Transaction, or if
payout has already occurred, directly debit Seller's Account for the amount
Assembly reserves the right to immediately terminate this Agreement at
any time for any reason.
You may terminate this Agreement at any time by halting Your use of the
Platform or Payment Processing Services and notifying the Customer. Any
pending Transactions will be cancelled and all remaining profits from
completed sales shall be paid out according to the Transaction instructions.
Upon termination, Your account will be flagged as dormant and You will
no longer have the ability to use Assembly. Should this occur, You agree
to discontinue use of Assembly and any Assembly trademarks. Assembly
will not be liable for any damages or responsible for any compensation
in connection with the termination or suspension of the Payment Processing
14. Survival of Termination
Section 10 (Chargebacks and Disputes), Section 11 (Fraud and Excessive Chargebacks),
Section 12 (Set Off/Security Interest), Section 15 (Buyer/Seller Dispute Resolution),
Section 16 (Disputes Involving Assembly), Section 17 (Liability), and Section
18 (Disclaimer) of this Agreement as well as any other of Your remaining
obligations and any other terms necessary to enforce or address such obligations
shall survive the termination of this Agreement for any reason.
15. Buyer/Seller Dispute Resolution
The following provisions apply to any payment dispute or other claim, controversy
or dispute between You and another Party regarding a Transaction (collectively,
a "Payment Claim"). In the event of any Payment Claim, You and the other
party shall attempt, in good faith, to resolve any such Payment
Claim by negotiations among the applicable parties. No further mediation or arbitration
services will be provided to resolve Payment Claims.
16. Disputes Involving Assembly
Agreement to Arbitrate. Notwithstanding anything herein to the contrary,
all disputes, claims and controversies between (x) Assembly on the one hand,
and (y) You, on the other hand, shall be resolved exclusively through final
and binding arbitration, rather than in court, pursuant to this Section 16.
This agreement to arbitrate is intended to be broadly interpreted.
Procedure. The choice of law set forth in Section 22 shall apply
to any arbitration proceeding under Section 15(c) and this Section 16. The
arbitration shall be conducted in English and shall be finally settled
in accordance with the American Arbitration Association (AAA) by:
if the amount in controversy is less than USD $100,000, a single
arbitrator to be mutually agreed by the parties to such dispute,
provided, that, if the parties cannot come to an agreement in
respect of the selection of the arbitrator within seven (7) days
of delivery of the notice to arbitrate, such arbitrator shall,
at the request of either party, be nominated by AAA, who shall
serve as the "appointing authority" as such term is defined in
the Commercial Arbitration Rules of the AAA.
If the amount in controversy is equal to or greater than USD $100,000,
then such dispute shall be decided by a panel of three (3) arbitrators,
with Assembly and the other party to the dispute each selecting
an arbitrator and the two arbitrators so selected appointing a
The decision of the arbitrator(s) shall be final and binding upon the
parties, and may be enforced in any court of competent jurisdiction,
and no party shall seek redress against the other in any court or
tribunal, except solely for the purpose of obtaining execution of
the arbitral award or of obtaining a judgment consistent with the
award. The arbitrator shall be guided by the terms and conditions
of this Agreement which shall be binding upon them.
Each party shall bear its own costs and expenses associated with
the arbitration and shall each pay an equal share of the arbitrators‚
and administrative fees of arbitration; provided, that the arbitrator
may provide for a different allocation of cost, expenses and attorney's
fees in the final award.
Prohibition of Class and Representative Actions and Non-Individualized
Relief. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST ASSEMBLY ONLY ON
AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS ASSEMBLY AGREES
OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE
PERSON's OR PARTY's CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM
OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR(S)
MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF)
ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT
NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY's INDIVIDUAL CLAIM(S).
ANY RELIEF AWARDED CANNOT AFFECT OTHER ASSEMBLY USERS.
In no event shall Assembly or any of its Representatives be liable to you
for any Losses, of any kind whatsoever, arising out or relating to their
respective use of, or inability to use, the Payment Processing services,
regardless of the legal theory under which such Losses are sought. IN THE
EVENT THE FOREGOING IS NOT ENFORCEABLE FOR ANY REASON, THEN ASSEMBLY's MAXIMUM
AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY CLAIM (OR SERIES OF RELATED
CLAIMS), BY YOU ARISING FROM OR RELATING TO THE Payment Processing service SHALL
NOT EXCEED THE AGGREGATE PURCHASE PRICE PAID OR PAYABLE FOR THE GOODS, ASSETS
OR SERVICES WHICH ARE THE SUBJECT OF THE TRANSACTION(S) GIVING RISE TO THE
PAYMENT CLAIM. In no event shall Assembly be liable (under any theory or
circumstance) for any lost profits, data, or any indirect, punitive, incidental,
special, consequential, or exemplary damages arising out of, in connection with,
or relating to the Payment Processing services.
18. Disclaimer of Warranty
THE PAYMENT PROCESSING SERVICES ARE PROVIDED "AS IS" OR "AS AVAILABLE" AND
ASSEMBLY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO YOU
REGARDING THE PAYMENT PROCESSING SERVICES, INCLUDING, WITHOUT LIMITATION,
THAT THE PAYMENT PROCESSING SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT
THE PAYMENT PROCESSING SERVICES OR THE ASSEMBLY SYSTEMS WILL BE UNINTERRUPTED,
TIMELY, OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ASSEMBLY DOES NOT WARRANT IN ANY WAY THE LEGALITY OF THE TRANSACTION, TITLE
OR CONDITION OF ANY GOODS, ASSETS OR SERVICES WHETHER THE AGREEMENTS BETWEEN
THE PARTIES PROPERLY AND LEGALLY TRANSFER OWNERSHIP, OR ANY OTHER ASPECT OF
ANY OR ALL OF THE AGREEMENTS BETWEEN THE PARTIES.
ASSEMBLY DOES NOT ENDORSE THE PLATFORM OR ANY THIRD PARTY WEBSITE, OR ASSUME
RESPONSIBILITY OR LIABILITY FOR THE ACCURACY OF ANY MATERIAL CONTAINED THEREIN,
OR ANY INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARISING THEREFROM,
OR ANY FRAUD OR OTHER CRIME FACILITATED THEREBY. IN NO EVENT WILL ASSEMBLY BE
LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED
TO, THE CUSTOMER OR YOUR FINANCIAL INSTITUTION, ANY PAYMENT SYSTEM, ANY THIRD
PARTY SERVICE PROVIDER, ANY PROVIDER OF TELECOMMUNICATIONS SERVICES, INTERNET
ACCESS OR COMPUTER EQUIPMENT OR SOFTWARE, ANY MAIL OR DELIVERY SERVICE OR ANY
PAYMENT OR CLEARING HOUSE SYSTEM OR FOR ANY CIRCUMSTANCES BEYOND ASSEMBLY
CONTROL (INCLUDING BUT NOT LIMITED TO, FIRE, FLOOD OR OTHER NATURAL DISASTER,
WAR, RIOT, STRIKE, TERRORISM, ACT OF CIVIL OR MILITARY AUTHORITY, EQUIPMENT
FAILURE, COMPUTER VIRUS, INFILTRATION OR HACKING BY A THIRD PARTY, OR FAILURE
OR INTERRUPTION OF ELECTRICAL, TELECOMMUNICATIONS OR OTHER UTILITY SERVICES).
19. Representations of User
You agree, and hereby represent and warrant, that:
You are at least 18 years of age, OR You are at least 13 years of age
and have the consent of a parent or guardian to use the Platform (or of
the applicable age of majority in your applicable jurisdiction). Assembly
may request a copy of applicable government identification to provide
You have the authority to enter into and perform according to this Agreement.
You are authorized to conduct business in the United States (i.e. You
are an American citizen, legal resident, or business entity with the
authorization to conduct business in Your respective state.
The information You provide pursuant to this Agreement is complete and
correct as to the best of Your knowledge.
You shall fulfil the obligations of any sale or Transaction You incur
on the Platform or through the use of Assembly.
Your use of the Platform and Assembly as well as Your Transactions all
comply with the laws and regulations applicable to You and Your business.
20. Commercial Entity
In the event i) You process over $100,000 in annual sales, or ii) Assembly's
bank partner otherwise requires it, You agree to be bound by the terms and
conditions of the Commercial Entity Agreement, provided to You by Assembly.
This does not change any transaction arrangements, fees, or fulfilment structures
between You, Assembly, and the Customer.
21. Payment Card Industry Standards
Seller represents and warrants that it shall implement and maintain certification
of Payment Card Industry Data Security Standard, as the same may be amended,
updated, replaced or augmented (the "PCI Standard"). If during the term of
the Agreement, Seller undergoes, or has reason to believe that it will undergo,
an adverse change in its certification or compliance status with the PCI
Standard and/or other material payment card industry standards, it will promptly
notify Assembly of such circumstances. Seller shall maintain and protect in
accordance with all applicable laws and PCI Standard the security of all cardholder
data within its possession or control. Seller will provide reasonable care
and efforts to detect fraudulent credit card activity in connection with
Modifications to the Agreement. Assembly reserves the right to
update or modify this Agreement at any time with notice that Assembly
deems reasonable according to the extent of the changes. Notice may include
notice on our website or the Platform. Any use of our Payment Processing
Services after publication of such notice shall constitute Your acceptance
of the modifications.
Governing Law. This Agreement will be construed in accordanc
e with and governed by the laws of US – the State of California, without
reference to their rules regarding conflicts of law.
Waiver. If one party waives any term or provision of this Agreement
at any time, that waiver will only be effective for the specific instance
and specific purpose for which the waiver was given. If either party fails
to exercise or delays exercising any of its rights or remedies under this
Agreement, that party retains the right to enforce that term or provision
at a later time.
Severability. If any court determines that any provision of this
Agreement is invalid or unenforceable, any invalidity or unenforceability
will affect only that provision and will not make any other provision of
this Agreement invalid or unenforceable and such provision shall be modified,
amended, or limited only to the extent necessary to render it valid and