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 (the "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.

2. Definitions

  • "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.
  • "Platform User Agreement" means terms of use and other agreements between Customer and its end users setting forth the terms and conditions of the access to and use of the Platform, as the same may be amended from time to time.
  • "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

  1. 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:
    1. Full legal name;
    2. Email address;
    3. Current address;
    4. Month and year of birth;
    5. Social security number or tax number;
    6. Bank account details;
    7. Government Issued ID.
    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:
    1. Full business name;
    2. Business address;
    3. Business EIN or ABN.
    4. Business phone;
    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.
  2. Buyers/Subscribers. In order for Buyers or Subscribers to utilize the Payment Processing Services, they will need to provide the following information to Assembly:
    1. Full legal name;
    2. Current address;
    3. Phone number;
    4. Email Address;
    5. Payment/Bank account details.
    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 certain circumstances).
  3. 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:
    1. You will be provided with an opportunity to make representations about the outcome of the validation process; and
    2. 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.

4. Privacy Policy

You agree to be bound by the terms of Assembly's Privacy Policy, which is available at https://assemblypayments.com/privacy and is incorporated by reference into this Agreement as if it were set forth here in its entirety ("Privacy Policy"). Any personal or payment information acquired during the course of Assembly handling Your payments shall be handled with due care and used only according to the terms set forth in Assembly's Privacy Policy.

5. Authorization

  1. 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 Fee"); and
    • To make such payments by direct debit.
  2. 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.
  3. 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.

7. Fees/Taxes

  1. 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.
  2. 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 charged back.

13. Termination

  1. Assembly reserves the right to immediately terminate this Agreement at any time for any reason.
  2. 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.
  3. 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 Services.

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

  1. 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.
  2. 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:
    1. 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.
    2. 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 third arbitrator.

    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.

  3. 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.

17. Liability

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 your identity.
  • 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 any Transactions.

22. General

  1. 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.
  2. 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.
  3. 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.
  4. 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 enforceable.