mPayy Member Agreement

Member Agreement for mPayy Service and Acceptable Use Policy

This Agreement is a contract between you and mPayy and applies to your use of mPayy Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Material Change, we will provide you with 30 Days' prior notice of Material Change by posting notice on the "Policy Updates" page of our website. This Agreement was created on January 19, 2008.

1. mPayy Relationship With You

1.1 mPayy is only a Payment Service Provider.

mPayy helps you make payments to and accept payments from third parties. mPayy is an independent contractor for all purposes, except that mPayy acts as your agent only with respect to the custody of your funds. mPayy does not have control of or liability for the products or services that are paid for with our Service. We do not guarantee the identity of any Member or ensure that a buyer or a seller will complete a transaction.

1.2 Your Privacy.

Protecting your privacy is very important to mPayy. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.

1.3 Privacy of Others.

If you receive Information about another mPayy Member through the Service, you must keep the Information confidential and only use it in connection with the Service. You may not disclose or distribute a mPayy Member's Information to a third party or use the Information for marketing purposes unless you receive the Member's express consent to do so.

1.4 Intellectual Property.

"mPayy.com," "mPayy," and all related logos, products and services described in our website are either trademarks or registered trademarks of mPayy. You may not copy, imitate or use them without mPayy's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of mPayy. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by mPayy as part of accepting our Service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to mPayy or the Service or its Members or display them in any manner that implies mPayy's sponsorship or endorsement.

1.5 Assignment.

You may not transfer or assign any rights or obligations you have under this Agreement without mPayy's prior written consent. mPayy reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

1.6 Notices to You.

You agree that mPayy may provide notice to you by posting it on our website, emailing it to the email address listed in your Account, or mailing it to the street address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three Business Days after it is sent. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting mPayy at [email protected]. mPayy reserves the right to close your Account if you withdraw your consent to receive electronic communications.

1.7 Notices to mPayy.

Except as otherwise stated below, notice to mPayy must be sent by postal mail to: mPayy, Inc., Attention: Legal Department, 101 North Wacker Drive, Chicago, IL 60606.

1.8 Transaction History.

You may access your transaction history and balance by logging into your account.

1.9 Regulation E Disclosures.

Our commitments to you in this Agreement related to liability for unauthorized transactions, stop-payment rights and procedures, error resolution rights and procedures, Fees, contact information, our Business Days, limitations we may impose on transfers, and your rights to statements of your transaction history, constitute disclosures under the Electronic Fund Transfer Act and Federal Reserve Board Regulation E, 12 C.F.R. - 205.1 et seq.

2. Eligibility and Types of Accounts

2.1 Eligibility.

To be eligible for our Services, you must be at least 18 years old and a resident of the United States.

2.2 Personal Standard, Personal Universal, Mobile Merchant Standard and Mobile Merchant Universal.

We offer four different types of Accounts under this Agreement: Personal Standard, Personal Universal, Mobile Merchant Standard and Mobile Merchant Universal. By opening either Mobile Merchant Account and accepting the terms as outlined in this Agreement, you attest that you are not establishing the Account primarily for personal, family, or household purposes.

2.3 Identity Authentication.

You authorize mPayy, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, mobile or cell phone number or financial instruments, ordering a credit report and verifying your Information against third party databases or through other sources. In some circumstances during account opening, mPayy may perform a USA PATRIOT Act compliant identity verification step, review information against the Office of Foreign Asset Control ("OFAC") and conduct other reviews to best ensure the safety and security of our Members.

3. Sending Money

3.1 Sending Limits.

We may, at our discretion, impose limits on the amount of money you can send through our Service by the type of account you hold. You can view your sending limit by reviewing product information on the website. We may, at our discretion, impose or expand limits on a specific account, regardless of account type. In that event, your spending limit may be viewed by clicking on your account "Dashboard".

3.2 Funding Sources.

When you make a purchase, mPayy will fund your transaction as follows:

1. Balances: If you have a Balance in your Account, mPayy will always use your Balance to fund your payment.
2. Transfer: If you do not have sufficient Balances to fund the entire amount of the transaction, funds will be transferred to the Merchant and an ACH Debit initiated from your bank account
3. Credit Card (Optional): If you have chosen to provide a credit card, which is not required, you are providing your credit card as an alternative funding source.

If the above is not clear or you do not wish to follow the above-described funding process, do not choose to become a mPayy Member.

3.3 Funding Source Limitations.

In order to manage risk, mPayy may limit the Funding Sources available for a transaction. If we limit the Funding Sources, this may result in mPayy not being able to authorize the transaction or use all available Funding Sources.

3.4 Transfers.

When a Transfer or ACH Debit is used as your Funding Source or when you move money from you mPayy account to your bank account, you are requesting an ACH transfer. You agree that such requests constitute your authorization to mPayy to make the transfers, and once you have provided your authorization for the transfer, you will not be able cancel the electronic transfer. You give mPayy the right to resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds or other reasons.

4. Receiving Money

4.1 Personal Account Receiving Limit.

If you have a Personal Standard Account or Personal Universal Account, you may receive up to 100 transactions per month. Only Balances or Transfers can fund transactions going into Personal Accounts.

4.2 Mobile Merchant Account Receiving Limit.

If you have a Mobile Merchant Standard Account or Mobile Merchant Universal Account you may receive an unlimited number transactions. Please note that all payments received by either Mobile Merchant Account will be subject to a Fee in accordance with this Agreement.

4.3 Transaction Review.

Transaction Review is a process by which mPayy reviews certain potentially high-risk transactions. If a payment is subject to Transaction Review, mPayy will place a hold on the payment and provide notice to the merchant to delay shipping the item. mPayy will conduct a review and either clear or reverse the payment. If the payment is cleared, mPayy will provide notice to the merchant to ship the item. Otherwise, mPayy will reverse the payment and the funds will be returned to the buyer. mPayy will provide notices to you by email and/or in the Activity section of your mPayy account.

4.4 Risk of Transaction Dispute.

When you receive a payment, you are liable to mPayy for the full amount of the payment plus any Fees if the payment is later invalidated for any reason. This means that you will be responsible for the amount of the payment, plus the applicable Fees listed in this Agreement if you lose a Dispute from another Member or third party. You agree to allow mPayy to recover any amounts due to mPayy by debiting your Balance. If there are insufficient funds in your Balance to cover your liability, you agree to reimburse mPayy through other means or authorize mPayy to charge your Buyer Protection Credit Card, if available.

4.5 Dispute Process.

In the event of a Dispute, we will place a temporary hold or escrow on the disputed funds plus the Dispute Fee in your Balance until a decision is made. In the event there are insufficient Balances to cover the disputed amount and Dispute Fee, mPayy will seek to gather sufficient funds by debiting any linked bank account.

A Dispute may also arise with the credit card company if your payment was processed by the Buyer's credit card. In this event, mPayy will again place a temporary hold on the disputed funds and Dispute Fee in your Balance until a decision is made. In the event there are insufficient Balances to cover the disputed amount and Dispute Fee, mPayy will seek to gather sufficient funds by debiting any linked bank. The credit card company, not mPayy, will determine resolution of the Credit Card Chargeback.

In the event any Dispute is resolved in a manner that results in a reversal of payment, mPayy may charge a "Buyer Protection Credit Card" linked to the account any amount required but not available in Escrow.

4.6 No Surcharges.

You agree that you will not impose a surcharge or any other fee for accepting mPayy as a payment method. You may charge a handling fee in connection with the sale of goods or services, as long as the handling fee does not operate as a surcharge and is not higher than the handling fee you charge for non-mPayy transactions.

4.7 Taxes.

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. mPayy is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

5. Account Balances

5.1 Balances.

You do not need to maintain a Balance in your Account in order to make payments. If you do hold a Balance, mPayy will hold your funds separate from its corporate funds, will not use your funds for its operating expenses or any other corporate purposes and will not voluntarily make your funds available to its creditors in the event of bankruptcy. While your funds are in our custody, mPayy may combine your funds with the funds of other Members and place those into Pooled Accounts in one or more bank accounts in mPayy's name.

5.2 Assignment of Interest to mPayy.

You agree that you will not receive interest or other earnings on the funds that mPayy handles as your agent and places in Pooled Accounts. In consideration for your use of the Service, you irrevocably transfer and assign to mPayy any ownership right that you may have in any interest that may accrue on funds held in Pooled Accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants mPayy any ownership right to the principal of the funds you maintain with mPayy. In addition to or instead of earning interest on Pooled Accounts, mPayy may receive a reduction in fees or expenses charged for banking services by the banks that hold your funds. All Member funds/Balances are held at U.S. Bank (NYSE: USB).

5.3 Setoff of Balances.

If you control more than one Account, then mPayy may debit one of your Accounts to setoff a negative Balance in another Account, or to pay any amounts that are 180 days past due to a mPayy affiliate or subsidiary.

5.4 Security Interest.

To secure your performance of this Agreement, you grant to mPayy a lien on and security interest in your Account.

5.5 FDIC Insurance

The funds stored in your MPAYY account are FDIC insured through U.S. Bank, National Association.

6. Withdrawing Money

6.1 How to Withdraw Money.

You may withdraw funds by electronically transferring them to your bank account, sending money to another Member or requesting a physical check through the mail, which is accomplished by sending the Balance amount to [email protected]. Generally, we will send checks only to the address associated with your account. We will not send checks to P.O. Boxes. We may also require additional address verification or perform additional risk reviews prior to mailing a check.

7. Closing Your Account

7.1 How to Close Your Account.

You may close your Account at any time by logging into your Account. Upon Account closure, you will remain liable for any authorized transactions. You must withdraw your Balance prior to closing your Account by transferring it to your linked bank account, sending it to another mPayy Member or requesting a paper check by sending it to [email protected].

7.2 Restrictions on Closing Your Account

You may not close your Account to evade an investigation or liability. If you attempt to close your Account while we are conducting an investigation, we may hold your funds for up to 180 Days to protect mPayy or a third party against the risk of Dispute, Credit Card Chargebacks, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.

7.3 Escheatment of Dormant Accounts.

If you do not log into your Account for two or more years, mPayy may close your Account and send the Balance to your primary address. If mPayy does not close your Account and the Account remains dormant, or if mPayy does close your Account but your primary address is incorrect, mPayy may be required to escheat your Balance to your state of residency. mPayy will determine your residency based on the state listed in your primary address. If your address is unknown or registered as a foreign country, your funds will be escheated to the state of Delaware. Where applicable, mPayy will send you a notice prior to escheating or closing your Account. If you fail to respond to this notice, your Balance will be escheated to the state. If you would like to claim your funds from the state, please contact your state's Unclaimed Property Administrator.

8. Fees (all in U.S. dollars)

9. Restricted Activities

9.1 Restricted Activities.

In connection with your use of our website, your Account, or the Services, or in the course of your interactions with mPayy, a Member or a third party, you will not:

1. Breach this Agreement, the Credit Card Processing Agreement, the Acceptable Use Policy or any other agreement that you have entered into with mPayy;
2. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
3. Infringe mPayy's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
4. Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
5. Provide false, inaccurate or misleading Information;
6. Send or receive what we reasonably believe to be potentially fraudulent funds;
7. Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
8. Attempt to receive funds from both mPayy and the merchant, bank, or credit card company for the same transaction;
9. Inappropriate use of a proxy or other efforts intended to mask an identity;
10. Control an Account that is linked to another Account that has engaged in any of these Restricted Activities.
11. Conduct your business or use the Services in a manner that results in or may result in complaints, Disputes, Credit Card Chargebacks, fees, fines, penalties and other liability to mPayy, a Member, a third party or you;
12. Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the Services;
13. Use your Account or the Services in a manner that mPayy, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;
14. Allow your Account to have a negative Balance;
15. Provide yourself a cash advance from your credit card (or help others to do so);
16. Access the Services from a country that is not included on mPayy's permitted countries list, which only includes the United States as of this writing.
17. Use the Service to test credit card behaviors.
18. Disclose or distribute another Member's Information to a third party, or use the Information for marketing purposes unless you receive the Member's express consent to do so;
19. Send unsolicited email to a Member or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties;
20. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
21. Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
22. Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
23. Use any device, software or routine to bypass or interfere or attempt to interfere, with our website or the Services;
24. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;

10. Your Liability - Actions mPayy May Take

10.1 Your Liability.

You are responsible for all Disputes, Credit Card Chargebacks, claims, fees, fines, penalties and other liability incurred by mPayy, a mPayy Member, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse mPayy, a Member, or a third party for any and all such liability.

10.2 Actions by mPayy.

If you engage in any Restricted Activities, we may take various actions to protect mPayy, a Member, a third party, or you from Disputes, Chargebacks, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

1. We may close, suspend, or limit your access to your Account or the Services (such as limiting access to any of your Funding Sources, and your ability to send money, make withdrawals, or remove financial Information);
2. We may contact buyers who have purchased goods or services from you, contact your bank or credit card issuer, and warn other Members, law enforcement, or impacted third parties of your actions;
3. We may update inaccurate information you provided us;
4. We may refuse to provide our Services to you in the future;
5. We may hold your funds for up to 180 Days if reasonably needed to protect against the risk of liability; and
6. We may take legal action against you.
7. We may sell obligations arising out of uncollected funds to third parties.

mPayy, in its sole discretion, reserves the right to terminate this Agreement, access to its website, or access to the Service for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in custody for you.

10.3 Account Closure, Termination of Service, or Limited Account Access.

If we close your Account, suspend or terminate your use of our Services for any reason, we will provide you with notice of our actions. If we limit access to your Account, we will provide you with notice of our actions and the opportunity to request restoration of access if appropriate.

10.4 Escrow Accounts.

When managing risk for Mobile Merchant Accounts, we may take various steps, such as establishing an Escrow Reserve, changing the speed or method of payment for withdrawals, and/or requiring you to deposit funds with us as security for your obligations to us or third parties. The following types of events may cause us to establish an Escrow Reserve:

1. You cease a substantial portion of or your business or adversely alter your business/operations;
2. There is a material adverse change in your business;
3. Your business becomes insolvent;
4. We receive a disproportionate number of customer complaints, Disputes, Credit Card Chargebacks, fees, fines, penalties or other liability related to your Account; or
5. We reasonably believe that you will not be able to perform your obligations under this Agreement, the Credit Card Processing Agreement, or any other agreement you have entered into with mPayy.

We may immediately establish an Escrow if we reasonably believe that it is warranted under this section. If we establish an Escrow, we will provide you with notice specifying the terms of the Escrow. You may close your Account if you object to the Escrow. We may increase or decrease the amount of the Escrow, provided that in our reasonable judgment the amount of the Escrow is related to the risk for which it was created. If your Mobile Merchant Account is closed for any reason, we have the right to hold the Escrow for up to 180 Days.

10.5 mPayy Documentation.

You must comply with the requirements contained in all mPayy documentation accompanying the Services. If you do not comply with mPayy's implementation and use requirements you will be liable for all resulting damages suffered by you, mPayy and third parties.

10.6 Acceptable Use Policy Violation - Member Fines.

If you violate the Acceptable Use Policy as set forth below in clauses (1), (2), (3), or (4) below, then we may hold your funds up to 180 Days, may fine you up to $2,000.00 USD for each such violation and may take legal action against you to recover additional losses we incur. You acknowledge and agree that a fine up to $2,000.00 USD is presently a reasonable minimum estimate of mPayy's damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to mPayy that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. mPayy may deduct such fines directly from any existing Balance or via ACH Debit in the offending Account, or any other mPayy Account you control. The specific activities that may subject you to fines by mPayy are:

1. Using the Service to receive payments for any sexually oriented or obscene materials or services in violation of the Acceptable Use Policy;
2. Using the Service to receive payments for any narcotics, other controlled substances, steroids or prescription drugs in violation of the Acceptable Use Policy; or
3. Using the Service to receive payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity in violation of the Acceptable Use policy; or
4. Using the Service to receive payments for tobacco products in violation of the Acceptable Use Policy.

10.7 Attorneys' Fees for Acceptable Use Policy Litigation/Arbitration.

If either you or mPayy commence litigation or arbitration in connection with a fine or other action taken related to our Acceptable Use Policy, the prevailing party will be entitled to recover reasonable attorneys' fees and costs in addition to any other relief to which it may be entitled.

11. Merchant Protection Policy

11.1 Merchant Protection.

Merchant Protection applies to all Mobile Merchant Accounts with Buyer Protection Credit Card in good standing for at least six months. This provides protection for merchants against disputed authorized transactions subject to the following:

1. A Mobile Merchant Account with Buyer Protection Credit Card enabled in good standing for at least six months
2. Evidence that an attempt was made to resolve transaction with Buyer
3. If a physical item, evidence that item was delivered to a mPayy member at a non-P.O. Box address in the United States
4. If a physical item, verifiable or online receipt from one of the following carriers that item was delivered:
   • UPS
   • Federal Express
   • Airborne Express
   • DHL
   • Other verifiable third-party delivery companies
5. For non-physical items or services, coverage of up to $10.00 per confirmed mPayy transaction or verifiable proof of the provision of such non-physical items or services.
6. Merchant must respond within five business days of mPayy request for information or other time period as specified by mPayy.
7. Merchant does not have two or more successfully disputed transactions within last twelve months or a cumulative $1000.00 in Disputed transactions in the previous twelve months.
8. There is no surcharge associated with using mPayy as a payment
9. You shipped or otherwise provided item to the Buyer within ten days of receiving payment
10. Merchant is not violating return policies that are or were in effect at the time of the purchase or otherwise indicated that all sales were final at the time of the purchase.
11. Merchant is not violating any other mPayy policies.

The Merchant Protection Policy does not cover:

• Undelivered goods
• Damaged goods
• Goods not in the quantity, quality, condition or description as advertised or ordered (see below)

11.2 Process.

If there is a Disputed Transaction or Credit Card Chargeback, we may temporarily suspend your account and may escrow funds and a Dispute Fee while we evaluate the transaction.

12. Errors and Unauthorized Transactions

12.1 Identifying Errors and/or Unauthorized Transactions.

Your transaction history is available at any time by logging in to your Account on the mPayy website. It is very important that you immediately Suspend your account, via the website, and notify mPayy if you have reason to believe any of the following activities have occurred: (i) there has been an unauthorized transaction from your Account; (ii) there has been an unauthorized access to your Account; (iii) your mPayy password has been compromised; or (iv) someone has transferred or may transfer money using your Account without your permission.

12.2 Notifying mPayy of Errors and/or Unauthorized Transactions.

To notify us if you believe there has been an error or unauthorized transaction on your Account, log into your account and click "Activity" then "Payment Detail" to dispute the transaction. This will suspend your Account. You can also suspend you account by telephoning mPayy Customer Service at (312) 525-8164 between the hours of 8:00 AM and 6:00 PM Central Time, Monday through Friday, or write to mPayy, Inc. Attn: Resolution Department, 101 North Wacker Drive, Chicago, IL 60606. We may also require that you send an affidavit of your complaint or question after any telephone or Internet initiated contact.

12.3 Review of Reports of Errors and/or Unauthorized Transactions.

We will advise you of the results of our investigation within 10 Business Days after we are contacted. If we have made an error, we will correct it promptly. If we need more time, however, we may take up to 45 Days to investigate your complaint or question. If we decide that we need more time, we will provisionally re-credit your Account for the amount you think is in error within 10 Business Days after we receive your notice; so that you will have use of the money during the time it takes us to complete our investigation. If you initially provided information to us via the telephone and we do not receive your complaint or question in writing within 10 Business Days after your oral notice, we are not required to provisionally re-credit your Account.

At the end of our investigation, we will advise you of the results. If we determine that there was no error, we will send you a written explanation and we may debit any provisional credit that we previously credited to you in relation to the alleged error. You may ask for copies of the documents that we used in our investigation.

12.4 Liability for Unauthorized Transactions.

If you report and we verify that there has been Unauthorized Transactions related to your Account, we will reimburse you in full for all unauthorized transactions sent from your Account that occur within 30 Days of the time that you knew or should have known about the Unauthorized Transactions. If you do not report the Unauthorized Transactions to mPayy within 30 Days of the time that you knew or should have known about it, we will still reimburse you in full for all unauthorized transactions that took place within or before that 30-Day period, but you may be liable for all Unauthorized Transactions that occur on Day 31 and beyond (if we can demonstrate that we could have avoided any losses if you had notified us in a timely manner).

12.5 Errors.

If we discover a processing error, we will rectify the error. If the error resulted in your receiving less money than you were entitled to, mPayy will credit your Account for the difference. If the error results in you receiving more money than you were entitled to, mPayy may debit the extra funds from your mPayy Account. If the error resulted in our not completing a transaction on time or in the correct amount, we will be liable for your losses or damages directly and proximately caused by this failure, unless:

1. Through no fault of ours, you did not have enough available funds to complete the transaction
2. Our system was not working properly and you knew about the breakdown when you started the transaction, or
3. Circumstances beyond our control (such as natural disaster, loss of Internet connection, loss of mobile device or cell phone reception) prevented the transaction, despite our reasonable precautions.

13. Buyer Protection Programs

13.1 Buyer Protection.

If your account is in Good Standing and you buy an item using mPayy and you do not receive the item, the item is damaged or not as advertised or described (see below), first, you must attempt to contact the merchant in good faith to resolve the transaction with the merchant.

If you are unable to resolve the situation with the merchant, you may then dispute the transaction in Payment Detail subject to the following:

1. Account is in Good Standing
2. You have a receipt for the purchase and order description
3. Transaction was not identified as All Sales Final"
4. You have not had more than three unsuccessful Disputes
5. Transaction is for a purchase of a non-physical item greater than $10.00
6. The transaction was for items or services that do not or did not violate mPayy Acceptable Use
7. You agree to supply a signed affidavit in support of your dispute

If the transaction was not marked "Buyer Protected" or "All Sales Final" you may also file a Dispute and mPayy will investigate the transaction and attempt to resolve it.

If you are unsatisfied with the mPayy resolution and have a credit card linked to your universal account as an alternative funding source, you may then pursue chargeback options with your credit card issuer.

13.2 Assumption of Rights.

If mPayy pays out a Dispute or Credit Card Chargeback that you file against a recipient of your payment, you agree that mPayy assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in mPayy's discretion.

13.3 Filing Deadlines.

We will not grant any Dispute unless you first initiate said Dispute via our online Payment Dispute capability within 45 Days of the date of the relevant payment. It is your responsibility to keep track of the deadlines under this section.

13.4 Online Dispute Process.

Once you file a Dispute as a buyer, mPayy will notify the merchant of the Dispute and begin collecting information regarding the disputed transaction. If you subsequently file a Credit Card Chargeback, after the mPayy Dispute Process, mPayy may use the content of any collected information to dispute the Chargeback.

13.5 Closing Online Disputes.

You or we will close all Disputes in one of the following ways:

1. Dispute as "resolved". The buyer can close the Dispute as "resolved" at anytime by emailing [email protected] with the appropriate detail identifying the Dispute. Once a buyer closes a Dispute as "resolved," we will not allow it to be reopened.
2. Issuing a full refund. The merchant may choose to close the Dispute by issuing a full refund to the buyer.
3. Reaching other settlement. If the merchant and buyer agree to a settlement other than a full refund, both parties agree to notify mPayy at [email protected] indicating a mutual resolution. Only after receiving confirmation from both parties will mPayy close the Dispute.
4. Dispute auto-closure after 20 Days. We will automatically close Disputes 20 Days after initiation if the buyer has not responded to a mPayy request regarding the Dispute. Once we close a Dispute in this way, we will not allow the buyer to re-open the Dispute.
5. mPayy may close a Dispute if upon learning of a duplicate, concurrent dispute is initiated with a credit card company.

13.6 Not As Advertised or Described.

We provide reimbursement for purchase items that are "Not as Advertised or Described" when mPayy, through its investigation, determines that the merchant materially misrepresented the details of the item.

This does not include cases where the buyer regrets purchasing the item or misunderstood the merchant. Please discuss any purchase in detail with the merchant and review the merchant's return policies prior to any purchase.

13.7 Relationship between mPayy Buyer Protection Programs and Credit Card Chargeback Rights.

The following information relates to reimbursement for losses from purchases where you used a credit card to fund a mPayy purchase:

1. Credit Card Chargeback rights, if they apply, are in addition to the mPayy Buyer Protection and can be filed more than 45 days after the transaction, and may cover transaction disputes not sufficiently satisfied by the mPayy Buyer Protected Program
2. You can choose to file a Dispute through our "Payment Detail" screen or to exercise your chargeback rights provided to you by your credit card issuer, if applicable. However, you cannot pursue both at the same time or seek a double recovery. If you initiate a Dispute through mPayy and you then, while the Dispute is being processed, file a chargeback with your credit card issuer, mPayy will cancel your Dispute, and you will have to rely solely on your credit card chargeback rights.
3. If you close your Dispute or it is otherwise closed, or it is denied or results in no refund, you may still be able to pursue credit card chargeback rights.
4. If you timely file a Dispute and we do not complete processing of that Dispute until after your credit card issuer's imposed deadline for filing a Chargeback or after your bank's deadline for filing an Electronic Fund Transfer Act dispute, and you recover less than the full amount you would have been entitled to recover from the credit card issuer or the bank, we will reimburse you for the remainder of your loss (minus any amount you have already recovered from the merchant or any other Buyer Protection Program). mPayy reserves the right to contest credit card chargebacks, in accordance with the rules of the applicable card issuer or card association.
5. Buyers should follow the merchant's stated return policy. If a return policy is not available, the buyer should work directly with the merchant to return the item. Buyers may be required to prove that the merchant received the returned item and should obtain traceable online proof of delivery from an approved shipper.

13.8 Receiver and Sender Cooperation.

If you or another Member you have sent money to or received money from initiates a Dispute or Credit Card Chargeback, you agree to provide to any requesting party on a timely basis any documentation necessary to resolve the Dispute or Credit Card Chargeback. You also agree to fully cooperate with mPayy in all aspects of our Dispute processes, and to reimburse your Account to the extent it goes negative because of this process. We will cancel Disputes of buyers who do not respond to inquiries regarding the Dispute within the time specified. Receivers who fail to respond in a timely manner to our inquiries regarding a Dispute will lose the Dispute and lose any right to appeal, and we will reimburse the sender from the receiver's mPayy Account.

13.9 Release of mPayy.

If you have a dispute with one or more Members, you release mPayy (and our officers, directors, agents, joint ventures and employees) from any and all Claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

14. Disputes with mPayy

14.1 Contact mPayy First.

If a dispute arises between you and mPayy, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and mPayy regarding our Services may be reported to Customer Service online, via [email protected] or by calling (312) 525-8164 between 8:00 AM and 6:00 PM Central Time, Monday through Friday.

14.2 Alternative Dispute Resolution.

If you are unable to resolve your issue by working directly with us, mPayy will consider reasonable requests to resolve disputes through alternative dispute resolution procedures, such as mediation or binding arbitration as alternatives to litigation. Accordingly, you and mPayy agree to resolve any claim in accordance with this Agreement, or as otherwise agree to in writing.

14.3 Arbitration.

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

14.4 Law and Forum for Disputes.

Except as otherwise agreed by the parties or as described in section 14.3 above, you agree that a court located in Cook County, Illinois must resolved any claim or dispute you may have against mPayy. You agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of Illinois, without regard to conflict of law provisions.

14.5 Improperly Filed Litigation.

All claims you bring against mPayy must be resolved in accordance with section 14 of this Agreement. All claims filed or brought contrary to section 14 shall be considered improperly filed a breach of this Agreement. Should you file a claim contrary to section 14, mPayy may recover attorneys' fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that mPayy has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

14.6 No Waiver.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

14.7 Limitations of Liability.

IN NO EVENT SHALL WE, OUR EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, MOBILE INTERNET SITE, SMS MESSAGING, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

14.8 No Warranty.

MPAYY, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. MPAYY, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. mPayy does not have any control over the products or services that are paid for with our Service and mPayy cannot ensure that a buyer or a merchant you are dealing with will actually complete the transaction. mPayy does not guarantee continuous, uninterrupted or secure access to our Service, and operation of our site may be interfered with by numerous factors outside of our control. mPayy will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but mPayy makes no representations or warranties regarding the amount of time needed to complete processing because our Service is dependent upon many factors outside of our control, such as delays in the banking system, delays or disruptions in the telephony system or the U.S. mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.

14.9 License Grant.

mPayy and its licensors grant you a limited nonexclusive license to use mPayy's software in accordance with the documentation, including all updates, upgrades, new versions and replacement software, as described herein for your personal use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software. You acknowledge that mPayy owns all rights, title and interest to mPayy's software.

14.10 Indemnification.

You agree to defend, indemnify and hold mPayy, it's officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.

14.11 State Agencies.

In addition to reporting complaints against mPayy directly as described in section 14 above, you may report complaints to the Illinois Department of Financial and Professional Regulation Consumer Credit Section 320 W. Washington, Suite 500 Springfield, IL 62701.

14.12 Complete Agreement.

This Agreement sets forth the entire understanding between you and mPayy with respect to the Service. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

15. Definitions

1. "ACH" means the Automated Clearing House network.
2. "ACH Debit" is a automated electronic withdrawal from a bank account using ACH.
3. "Account" or "mPayy Account" means a Personal Standard, Personal Universal, Mobile Merchant Standard or Mobile Merchant Universal Account.
4. "Agreement" means this agreement including all subsequent amendments.
5. "Authorize" or "Authorization" means you authorize a merchant to collect a payment from your Account.
6. "Balance" means any money that you have in your mPayy Account. The terms "money" and "funds" are used interchangeably in this Agreement.
7. "Business Days" means Monday through Friday, excluding Holidays.
8. "Buyer" means a purchasing member of mPayy
9. "Credit Card Processing Agreement" means the agreement that commercial entities are required to enter into directly with mPayy's merchant payment processor(s).
10. "Credit Card Chargeback", "Chargeback" mean a request made by a buyer directly to his or her credit card company to invalidate a payment.
11. "Funding Sources" means the order in which mPayy uses your Funding Sources to fund a transaction.
12. "Dispute" means a dispute transaction initiated by a Member.
13. "Escrow" means a percentage of the funds received into your Account that we hold in order to protect against the risk of disputes or any other liability related to your Account and/or use of the Services.
14. "Good Standing" means an account not in collections
15. "Holidays" means New Year's Day (January 1), Birthday of Martin Luther King, Jr. (the third Monday in January), Washington's Birthday (the third Monday in February), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Columbus Day (the second Monday in October), Veterans Day (November 11), Thanksgiving Day (the fourth Thursday in November) and Christmas Day (December 25). If a Holiday falls on a Saturday, mPayy shall observe the Holiday on the prior Friday. If the Holiday falls on a Sunday, mPayy shall observe the Holiday on the following Monday.
16. "Material Change" means a change to this Agreement that reduces your rights or increases your responsibility.
17. "Personal Standard Account" and "Personal Universal Account" means an Account used for non-business purposes and used primarily for personal, family, or household purposes.
18. "Policy" or "Policies" means any Policy or other agreement between you and mPayy that you entered into on the mPayy website, or in connection with your use of the Services.
19. "Purchase Protection"", "Buyer Protection", "Purchase Protected", "Buyer Protected" are mPayy policies that protect the purchase under certain circumstances described herein.
20. "Buyer Protection Credit Card" means the optional credit card provided by a Mobile Merchant to extend purchase protection to its customers.
21. "Transfer" means a payment funded from the sender's bank account in which mPayy credits the recipient prior to the settling of the funds from the sender's bank account.
22. "Unauthorized Transaction" means a mPayy transaction not authorized by the Members username or password

mPayy Acceptable Use Policy

By opening up and mPayy account and using the mPayy you are required to comply with all applicable laws in all of your actions related to your use of mPayy's services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.

Prohibited Activities

You may not use the mPayy service for activities that:

1. Violate any law, statute, ordinance or regulation.
2. Relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) sexually oriented materials or services, or (h) certain firearms, firearm parts or accessories, ammunition, weapons or knives.
3. Relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the sale of traveler's checks or money orders, or (h) involve currency exchanges or check cashing businesses.
4. Violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices.
5. Involve gambling and/or gaming activities, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, certain games of skill, and other ventures that facilitate gambling unless the operator has obtained prior approval from mPayy and the operator and customers are located exclusively in jurisdictions where such gambling activities are permitted by law.

Payment Services Requiring mPayy Pre-Approval

• Collecting donations as a charity or non-profit organization;
• Dealing in jewels, precious metals and stones;
• Acting as a money transmitter or selling stored value cards;
• Selling stocks, bonds, securities, options, futures or an investment interest in any entity or property; or providing escrow services.

Please send contact information, business website (if available) and a brief business summary to [email protected].

mPayy Privacy Policy

mPayy's Collection of your Information:

When you visit the mPayy website, we collect your IP address, operating system, computer/mobile device and standard web log information, such as your browser type and the pages you accessed on our website.

If you open an account, we collect the following types of information from you:

• Contact information - your name, address, phone, email and other similar information.
• Financial information - the bank account numbers and credit card numbers that you link to your mPayy account.

mPayy may use "Web beacons" to present offers on mPayy.com, other sites on which mPayy advertises, or in our e-mails. This enables us to enhance offers and track website usage. We sometimes use "vendors" and "business partners" to manage web beacons and the data they collect; however, Web beacons do not capture your individual e-mail address or any other personal information that you enter on the mPayy site.

Before permitting you to use our Service, we may require you to provide additional information so we can verify your identity, such as your date of birth, social security number or other information. We may also obtain information about you from third parties such as credit bureaus and identity verification services.

When you are using our Service, we collect information about your account transactions, and we may collect information about your computer or other access devices for fraud prevention purposes.

Finally, we may collect additional information from or about you in other ways not specifically described here. For example, we may collect information related to your contact with our customer support team or store results when you respond to a survey.

Our Use of Cookies:

When you access our website, we, or companies we hire to track how our website is used, may place small data files called "cookies" on your computer.

We may send a "session cookie" to your computer when you log in to your account. This type of cookie helps us to recognize you if you visit multiple pages on our site during the same session, so that we don't need to ask you for your password on each page. Once you log out or close your browser, this cookie expires and no longer has any effect.

You are free to decline our cookies if your browser permits, but doing so may interfere with your use of our website.

Protection & Storage of Personal Information:

Throughout this policy, we use the term "personal information" to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.

All data is stored and processed within the confines of our data center host, U.S. Bank (NYSE: USB), and is protected by maintaining physical, electronic and procedural safeguards in compliance with applicable US federal and state regulations. We use computer safeguards such as firewalls and data encryption, we enforce physical access controls to buildings, files, and personnel access.

Use of Personal Information:

Our primary purpose in collecting personal information is to provide you with a safe, smooth, efficient, and customized experience. We may use your personal information to:

• Fulfill Customer Service requests;
• Process and communicate transactions to you and your transactional counterparty;
• Resolve disputes, collect fees, and troubleshoot problems;
• Prevent potentially prohibited or illegal activities, and enforce mPayy's Member Agreement;
• Make decisions about the layout and function of our website;
• Service update notices, send targeted marketing and promotional offers based on your communication preferences;
• Compare information for accuracy and verify it with third parties.
• By providing us with a telephone number for a cellular phone or other wireless device, you are expressly consenting to receiving communications -- including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system -- from U.S. Bank and its affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls regardless of their purpose. These calls and messages may incur access fees from your cellular provider.

Personal Information Available to Other mPayy Users:

To process your payments, we need to share some of your personal information with the person or company that you are paying or is paying you. Your mPayy nickname, customer service contact information and whether you have a verified wireless device may be displayed or made available to your mPayy customers who transact with you through mPayy.

If you are buying goods or services and pay through mPayy, we may provide the seller with the shipping address for the goods and contact email to complete your transaction with the seller. The seller is not allowed to use this information to market their services to you unless you have agreed to it.

We work with merchants to enable them to accept payments from you using mPayy. In doing so, a merchant may share information about you with us, such as your email address, when you attempt to pay that merchant. We use this information to confirm to that merchant that you are a mPayy customer and that the merchant should enable mPayy as a form of payment for your purchase.

Regardless, we will not disclose your credit card number or bank account number to anyone you have paid or who has paid you through mPayy, except with your express permission or if we are required to do so to comply with a subpoena or other legal process.

Third Party Personal Information Sharing:

We may share your personal information with:

1. Service providers under contract who help with parts of our business operations; (fraud prevention, bill collection, marketing, technology services). Our contracts dictate that these service providers only use your information in connection with the services they perform for us and not for their own benefit.
2. Financial institutions that we partner with to jointly create and offer a product such as US Bank (NYSE: USB) and NOVA Information Systems, a wholly owned subsidiary of U.S. Bank.
3. Credit bureaus to report outstanding negative balance accounts, as allowed by law.
4. Law enforcement, government officials, or other third parties when we:
5. Are compelled to do so by a subpoena, court order or similar legal procedure
6. Need to do so to comply with law
7. Believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of our User Agreement.

mPayy will not sell or rent any of your personal information to third parties in the normal course of doing business and only shares your personal information with third parties as described in this policy.

How you can access or change your personal information:

You can review your personal information and make any necessary changes, at any time by logging into your account and clicking "Modify Personal Information" from your Dashboard..

How you can contact us about privacy questions:

If you have questions or concerns regarding this policy, you should contact us by writing to us at mPayy, Attn: Privacy Department, 101 N. Wacker Dr., Chicago, Il. 60606.