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These Cross River Bank Acquirer Terms (these “Bank Terms”) constitute a legal agreement among you (“you”, “your”, or “Sub-merchant”), Checkout LLC (“Checkout.com”), and Cross River Bank (“Bank”). The Bank is a member and merchant acquirer of the Payment Schemes. Each of you, the Bank and Checkout.com may be referred to as a “Party,” and collectively, the “Parties.” By using the Bank Services or PayFac Services (defined below), you agree to be bound by these Bank Terms.
WHEREAS, you have entered into an agreement (“PayFac Agreement”) with a payment facilitator (“PayFac”), pursuant to which PayFac makes available certain merchant acquiring and related payment facilitation services (“PayFac Services”), using the services provided by Checkout.com and the Bank to PayFac (“Bank Services”);
WHEREAS, PayFac, Bank and Checkout.com have entered into the Merchant Terms (“Merchant Terms”) governing the terms on which PayFac may use and make the Bank Services available to you;
WHEREAS, you are a “Sub-merchant” or “sponsored merchant” of PayFac, as that term is defined in the Payment Scheme Rules;
WHEREAS, you desire to use the Bank Services to enable you to accept payments from your customers for goods and services, using payment cards and other alternative payment methods, as applicable, supported by Checkout.com and the Bank;
The Parties agree that the following terms apply:
When will these Bank Terms become effective? | PayFac has entered into the Merchant Terms with Checkout.com and Bank setting forth the terms and conditions under which Checkout.com and Bank provide PayFac with services that enable PayFac to provide the PayFac Services to you. When certain conditions are met, Visa and MasterCard (the “Payment Schemes”) require Sub-merchants of payment facilitators to enter into direct contracts with the Bank and Checkout.com to provide merchant acquiring services to the Sub-merchant, and to ensure compliance with the operating rules of the Payment Schemes (“Payment Scheme Rules”). These Bank Terms constitute your direct contractual relationship with the Bank.Specifically, these Bank Terms become effective only when (1) you process more than US$1,000,000 in transactions (or the then applicable threshold under the Payment Scheme Rules) on a Payment Scheme within any 12-month period, or (2) you process your first transaction on a Payment Scheme if you are registered with the applicable Payment Scheme as a high brand risk merchant (or an equivalent concept) or otherwise required by the Payment Scheme Rules to have a direct contractual relationship with the Bank. The US$1,000,000 threshold for effectiveness of these Bank Terms is set by each Payment Scheme, and the Payment Scheme may change its threshold for such purposes at any time without providing you with notice. |
How will these Bank Terms affect the PayFac Agreement? | The PayFac Agreement must remain effective at all times during the term of these Bank Terms. You must still comply with all terms of the PayFac Agreement. Nothing in these Bank Terms will affect any of your rights or obligations under the PayFac Agreement. These Bank Terms supplement the PayFac Agreement.PayFac is responsible for providing the services set forth in the PayFac Agreement to you. PayFac, not Checkout.com or the Bank, is responsible for providing customer service to you to resolve any issues you may have related to your use of the Bank Services. Neither Bank nor Checkout.com is a party to the PayFac Agreement, and each expressly disclaims any responsibility to provide you with the services set forth in the PayFac Agreement, and any losses incurred by you or any third party that may result from the PayFac Agreement.You understand and agree that Checkout.com or the Bank may enforce any relevant provisions of the PayFac Agreement that relate to Checkout.com or the Bank’s provision of, or your use of, the Bank Services. You agree that you will indemnify the Indemnified Parties (defined below) for any losses caused by your breach of the PayFac Agreement and your use of any services provided under the PayFac Agreement.If these Bank Terms are terminated or suspended, or your use of the Bank Services is restricted in whole or in part, you may be unable to use some or all of the services provided by PayFac under the PayFac Agreement. If the PayFac Agreement is terminated, suspended, or restricted for any reason, you must notify Checkout.com immediately, and Checkout.com or the Bank may immediately terminate these Bank Terms. Upon termination of the PayFac Agreement, Checkout.com and the Bank’s obligation to provide you with the Bank Services under these Bank Terms will immediately terminate. |
What are the Sub-merchant’s obligations under these Bank Terms? | You agree to comply with all applicable laws, regulations, interpretations and directives of any regulatory authority (“Applicable Law”) and the Payment Scheme Rules, including, but not limited to, the card acceptance guidelines, risk management, transaction processing, use of Payment Scheme marks, and activity reporting (including excessive credits, disputes or deposits). If you violate any of the Payment Scheme Rules, you may be subject to disputes from your customers or from any of the Parties to these Bank Terms or PayFac; the Bank, Checkout.com or a Payment Scheme may impose fees or fines, withhold or delay settlement of the transactions you conduct in connection with these Bank Terms, conduct audits of your transaction activity, or take other action that the Bank or Checkout.com deems reasonably necessary to determine whether you have breached Applicable Law or Payment Scheme Rules and address such breach. In addition, the Bank, Checkout.com or the Payment Scheme may terminate these Bank Terms. Without limiting the foregoing, you specifically agree to: (1) only submit transactions authorized by the cardholder; (2) only submit a sales transaction where you are the supplier of the goods and/or services and not for any products, services, or donations (i) prohibited by laws or Payment Scheme Rules, or (ii) prohibited or restricted under Checkout.com’s use policy; (3) not submit transactions on behalf of a third party. For the avoidance of doubt, this includes providing services as a payment facilitator or marketplace, as those terms are defined by the Payment Scheme Rules, or submitting transactions for goods and/or services sold by any other person (4) allow the Bank’s or Checkout.com’s employees, contractors or agents or those of any Payment Scheme reasonable access to your premises during normal business hours to check Your compliance with these Bank Terms or the Payment Scheme Rules; (5) submit a transaction for the full amount owed by the cardholder for the transaction, including applicable fees, shipping charges, and taxes, except where you and the cardholder agree on a partial shipment, or where the transaction qualifies for delayed delivery or special order deposits; (6) not establish minimum or maximum transaction amounts that a cardholder may pay for using any payment card (except as permitted by the Payment Scheme Rules), or condition charges for use of payment cards or any type of payment card, or discourage or incentivize the use of one card brand or type over another; (7) not impose surcharges or convenience fees for the use of a payment card or type of payment card (except where and as permitted by Law and the Payment Scheme Rules) and, where so done, you will itemize and disclose the amount of the surcharge or convenience fee to the customer before they authorize the transaction, and you will only collect such amounts as part of the total submitted charge; (8) not submit a transaction that represents collection of a dishonored check; (9) use the Payment Scheme logos or marks in a manner permitted by the Payment Scheme Rules; (10) prohibit use of payment cards for disbursement of cash (except as permitted by the Payment Scheme Rules); (11) comply with all applicable security and data privacy requirements imposed by Applicable Law, Payment Scheme Rules, Bank or Checkout.com from time to time; (12) observe and implement the fraud prevention procedures set out in any manuals, guides or directions provided to you by another Party or PayFac, or required under the Payment Scheme Rules (13) provide clear customer disclosures and appropriate customer service, and make clear to customers that they are transacting with you prior to, during, and after the transaction, including providing clear statement descriptions (14) use all reasonable methods to resolve disputes with customers, including those resulting in a dispute or chargeback, and not attempt to charge a customer for a transaction that was previously charged back and subsequently returned to you unless the recharge is expressly authorized by the customer (15) provide and honor a clear return, refund and exchange policy to your customers, that is consistent with Applicable Laws and the Payment Scheme Rules; and (16) comply with the Payment Card Industry Data Security Standard (“PCI-DSS”), as applicable, only use cardholder data and sensitive authentication data as permitted by PCI-DSS, certify such compliance upon request by any Party, and use at least industry-standard measures to prohibit fraudulent use of payment cards and cardholder data. If you are registered by the Bank as a “Marketplace” under the operating rules of Visa (“Visa Rules”) and you use the Bank Services to accept payments from Visa-branded payment cards, you will in addition agree to the following: (1) enter into a contract with each Marketplace User before you submit transactions for them, the terms of which will conform to the Visa Rules for “Marketplaces”, these Bank Terms, and the PayFac Agreement; (2) immediately stop submitting transactions for any particular Marketplace User at the direction of PayFac, Checkout.com, the Bank, or Visa; (3) ensure the transactions you submit for a Marketplace User are legal in the United States and, if the Marketplace User is located outside the United States, the country of the Marketplace User; (4) only submit transactions representing Marketplace Users’ sales of goods or services using your “Marketplace” platform website or application; (5) not knowingly contract with a Marketplace User whose payment services previously have been terminated by or at the direction of Payfac, Checkout.com, the Bank, Visa or any governmental authority; (6) be liable for all acts and omissions of each Marketplace User, as well as all cardholder disputes, and other cardholder and customer service-related issues and losses arising from the activities of Marketplace Users; (7) be responsible and financially liable for each transaction processed on behalf of the Marketplace User, or for any disputed transaction or credit (8) not transfer or attempt to transfer your financial liability by asking or requiring cardholders to waive their dispute rights (9) not permit a Marketplace User to transfer or attempt to transfer its financial liability by asking or requiring cardholders to waive their dispute rights (10) not deposit transactions on behalf of another merchant service provider (11) provide the names of principals and their country of domicile for each Marketplace User, and any other information Checkout.com or the Bank requests to verify the identity of the Marketplace User and its principals; (12) provide transaction reports to Checkout.com, the Bank or Visa upon request (13) ensure that Marketplace Users comply PCI-DSS and the Payment Application Data Security Standard (“PA-DSS”); and (14) represent and warrant that you have all permits, licenses, registrations, consents, non-objections, and authorizations necessary to conduct business as a “Marketplace,” as applicable in the jurisdictions where you conduct your business or provide services. |
What services does the Bank perform? | The Bank is the only entity approved to extend acceptance of Visa and MasterCard products directly to you. The Bank transfers settlement to you; and the Bank holds reserve accounts, if applicable. Further, all settlement and other fund transfers will be handled exclusively by the Bank, at the direction and instruction of PayFac and/or Checkout.com. The Bank authorizes you to use the “Bank Services” to accept payment from your customers by Visa and MasterCard credit or debit cards to pay for your customers’ purchase of goods and services from you. However, by using the Bank Services, you are not establishing a depository or other account with the Bank. When the Bank receives funds from the Payment Schemes for settlement of your customers’ card payments (“Settlement Funds”), the Bank , at Checkout.com’s instruction, will either send the Settlement Funds directly to you or provide the Settlement Funds to PayFac (or to Checkout.com’s qualified affiliate, which will then provide the Settlement Funds to PayFac), and PayFac will accept the Settlement Funds on your behalf. You agree that the Bank’s transfer of Settlement Funds to PayFac satisfies the Bank’s settlement obligation to you, and that, after the Bank transfers Settlement Funds to PayFac, any dispute or claim you may have regarding the receipt or amount of Settlement Funds will be between you and PayFac. Further, if a cardholder disputes a transaction, if a transaction is charged back, reversed, or returned for any reason, or if the Bank reasonably in its sole discretion believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Settlement Funds held by the Bank. You hereby designate each of PayFac and Checkout.com as your agent for purposes of receiving Settlement Funds, thereby authorizing the PayFac to instruct Checkout.com, which in turn instructs the Bank on how and when to make transfers of Settlement Funds, including the initiation of holds, receipts, and disbursements of Settlement Funds. Settlement Funds will be held by the Bank, a qualified Checkout affiliate, or PayFac in pooled merchant funds accounts pending disbursement to you (or any applicable and approved third-party recipient you have instructed PayFac to make a disbursement to on your behalf) in accordance with the terms of the PayFac Agreement, including these Bank Terms. You agree you are not entitled to access the Settlement Funds prior to the Settlement Funds being disbursed and made available to you. You further agree that you have no right to direct the Bank to distribute Settlement Funds, that you may not assign any interest in any Settlement Funds held by the Bank, and that you are not entitled to any interest or other compensation associated with the Settlement Funds held by the Bank. Notwithstanding anything to the contrary in these Bank Terms, the Bank or Checkout.com may decline to process any transaction submitted by you in its sole discretion. |
What services does Checkout.com perform? | Checkout.com, along with its affiliates, is a service provider to the PayFac. Checkout.com does not provide any payment services directly to the Sub-merchant unless otherwise noted in these Bank Terms. Checkout.com or its qualified affiliates may provide integration, communication, money transmission, and processing services to facilitate the acquiring and processing services that PayFac provides to you with respect to the payment card transactions you accept in the course of the sale of goods and services to your customers, pursuant to these Bank Terms and/or the PayFac Agreement. To provide services to the PayFac you will provide certain information which we may rely on as being complete, accurate and not misleading or deceptive. Checkout.com is not obliged to verify the completeness or accuracy of such information. You authorize Checkout.com and the Bank to execute any instruction you provide to PayFac. |
How will Checkout.com and the Bank share data? | To receive Bank and PayFac Services and comply with legal and regulatory obligations, you authorize PayFac, Checkout.com and the Bank to provide information about you, your customers, and your transactions to each other and to the Payment Schemes. This includes sharing information you provided to PayFac before these Bank Terms became effective and information about the Bank’s and PayFac’s experience with you.in providing the services . The Bank and Checkout.com may provide this data to law enforcement, the Payment Schemes, or other regulatory authorities and industry self-regulatory organizations where required to comply with its obligations under applicable laws or the Payment Schemes.To comply with any anti-money laundering requirement, you also authorize and direct PayFac to provide to the Bank and Checkout.com any information required to verify your identity and eligibility for the Bank Services, including your name, address, and taxpayer identification number. |
What are the Sub-merchant’s indemnification obligations? | You will indemnify Checkout.com and the Bank, and each of their respective officers, directors, direct owners, indirect owners, agents, service providers, and employees (“Indemnified Parties”), in full for any claims, liabilities, losses, damages, proceedings, fines, penalties, assessments, fees, costs, charges or expenses (including any reasonable and properly incurred legal fees and costs) (“Losses”) any Indemnified Party incurs that arises in any way from your breach of these Bank Terms, Applicable Law, the PayFac Agreement, or your use of the Bank Services, including, but not limited to, any expenses any Indemnified Party incurs, any amounts an Indemnified Party must pay to another person or entity; and/or any fines or penalties any Indemnified Party is required to pay to a government authority or Payment Schemes.You will also indemnify on demand and hold the Indemnified Parties harmless from any Losses related to third party intellectual property right infringement claims brought against them due to your actions or media (including the URL(s) and your products/services). |
What is the Sub-merchant asked to represent and warrant to Checkout.com and the Bank? | By entering into these Bank Terms, you represent, warrant and covenant to Checkout.com and the Bank that:(1) you have the necessary authority to enter into and perform your obligations under these Bank Terms;(2) you have all necessary licenses to operate your business in the jurisdictions where you do business, and perform your obligations arising under these Bank Terms;(3) there is no legal action or regulatory investigations pending or (to the best of your knowledge) threatened against you that might affect your ability to carry out your responsibilities under these Bank Terms or to provide the goods and services for which you accept payments under these Bank Terms;(4) complying with these Bank Terms will not cause you to breach any other agreements to which you are a party;(5) you will not use our services to carry out any illegal or fraudulent activities;(6) all information you have provided in connection with these Bank Terms is true, accurate, up to date and complete (including any information you have provided to PayFac as part of your merchant application form or thereafter);(7) none of your directors, shareholders or other beneficial owners are subject to any sanctions imposed by a relevant government authority;(8) you will not resell the services, in whole or in part, or otherwise allow the use of the services by any third parties when such use has not been included in these Bank Terms or approved by Checkout.com or the Bank;(9) you are, and will remain, solely responsible to ensure that your products or services sold are compliant with all Payment Scheme Rules and applicable law in your country of incorporation and in the countries where your customers are based;(10) you own and/or have the necessary licenses to operate and have full control, responsibility and authority regarding the operation and content of your websites or applications (if any);(11) you are not currently, and will not be, during the term of these Bank Terms: (i) experiencing excessive chargebacks (according to the limits determined by the Payment Schemes); nor (ii) subject to any Payment Scheme’s monitoring program(s);(12) you have never: (i) committed fraud; (ii) been terminated by an acquirer; nor (iii) been asked to terminate an agreement with an acquirer;(13) you will not use the Bank Services for the payment of products or services prohibited or restricted under Checkout.com’s use policy (which includes the “Declined Lines of Business Policy” as set out at https://www.Checkout.com/legal/terms-and-policies or as informed by Checkout.com from time to time)(14) you will comply with all Applicable Law, Payment Scheme Rules, and the PayFac Agreement; and(15) you will give Checkout.com and Bank any information about you and your business that Checkout.com or Bank reasonably asks for and notifies them if any of the information changes, in order to enable them to comply with Applicable Law and the Payment Scheme Rules. |
What are Checkout.com’s and the Bank’s liabilities to the Sub-merchant? | Checkout.com and Bank will only be liable to you, subject to the terms below for Losses you suffer if they arise directly from its breach of these Bank Terms, but it will not be liable to you for (whether indirect, direct or consequential):(1) any special, exemplary or incidental losses;(2) loss of business, profits, contract, anticipated savings or business information; or(3) business interruption,and, in each case, regardless of whether arising from negligence or breach of these Bank Terms and whether or not Checkout.com was aware of the possibility that such losses might be incurred. Checkout.com is only liable for its own acts or omissions and not for the acts or omissions of any third parties, such as the Payment Schemes, third party acquirer(s) or issuers. In addition, Checkout.com is not liable to you for any events or activities originating outside its systems (such as infrastructure failure, internet disturbances or malfunctioning in third party systems) except where such events were caused by its willful misconduct or gross negligence.Subject to the exclusions set out below, Checkout.com’s maximum total liability to you under these Bank Terms will be limited to the amount of fees (net of third party fees such as interchange and Payment Scheme fees, where applicable) that it has received for processing your transactions in the 12 months immediately preceding the event which gave rise to your claim.Checkout.com is not liable to you if its breach of these Bank Terms is due to your breach of these Bank Terms, negligence or failure to do something; its compliance with your instructions; or its compliance with applicable law, Payment Scheme Rules and/or any other rules which apply to it.Nothing in these Bank Terms will limit or exclude Checkout.com’s liability for Checkout.com’s, willful misconduct, gross negligence, intentional misrepresentation; or other liability which cannot be excluded or limited by law.The Bank’s only obligation to you is to sponsor and settle transactions submitted in accordance with these Bank Terms, and pay Settlement Funds to you or your agent, due to you under these Bank Terms . You cannot otherwise recover any damages from the Bank for any reason. You agree to waive all claims against the Bank for actions taken by you or parties transacting with you, even if the Bank might have reason to believe that anyone is acting in bad faith or fraudulently. If this limitation is not fully enforceable, then the Bank’s liability to you or any third party is not more than the amount of all fees the Bank receives from processing your transactions during the 1-month period immediately before the event giving rise to the claim for damages.THE SERVICES DESCRIBED IN THESE BANK TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL DISCLAIMERS OF WARRANTIES PROVIDED IN THE PAYFAC AGREEMENT WILL APPLY EQUALLY TO CHECKOUT.COM AND THE BANK AS THEY DO TO PAYFAC. CHECKOUT.COM AND THE BANK (1) ARE NOT RESPONSIBLE FOR YOUR OR PAYFAC’S FAILURE TO PERFORM OBLIGATIONS UNDER THE PAYFAC AGREEMENT AND (2) DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, PAYFAC, OR ANY THIRD PARTY. |
What laws control these Bank Terms? | For the purposes of these Bank Terms, any dispute or claim arising out of or in connection with these Bank Terms shall be governed by and construed in accordance with the laws of the state of New York and U.S. Federal Law. You agree that the state or federal courts located in the city and state of New York in the United States have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Bank Terms. If you are incorporated in a country other than the United States or have assets in that other country, we may choose to enforce any judgement in that relevant country.Without limiting anything to the contrary above, you agree to provide Checkout.com, through a communication with PayFac, with written notice of any alleged breach by the Bank or Checkout.com of these Bank Terms. Such notice will specifically detail such alleged breach, within 30 days of the date on which you discovered or reasonably should have discovered the alleged breach. Failure to provide notice shall be deemed an acceptance by you and a waiver of any and all rights to dispute such breach, to the fullest extent permitted by Applicable Law. |
How long will these Bank Terms be effective? | These Bank Terms become effective as provided in the introductory paragraphs and will continue in effect until the earlier of (1) the termination of the PayFac Agreement and (2) the termination of the Bank Services or these Bank Terms by Checkout.com, the Bank or Payment Scheme. Checkout.com or the Bank may terminate these Bank Terms at any time, which may limit or terminate your ability to use the Bank Services. Further, the Bank or Checkout.com may terminate, suspend, or restrict these Bank Terms if any Payment Scheme, at any time for any reason, requests or requires Checkout.com or Bank to terminate these Bank Terms or limit your use of the Bank Services with respect to that Payment Scheme.Subject to the survival of any provisions of these Bank Terms, any authorizations set forth in these Bank Terms will remain in full force and effect until these Bank Terms are terminated or expire. |
What happens if one Party cannot perform its obligations for reasons outside of its control? | Where one Party fails to do something under these Bank Terms because of an event beyond that Party’s reasonable control (for example a natural disaster, strike, power outage or act of terrorism), that Party will not be treated as being in breach of these Bank Terms, provided they took reasonable steps to avoid the breach. If that happens, the affected Party must inform the other Parties as soon as possible and take all reasonable actions to find a solution to the problem which allows it, as far as possible, to continue to do what it promised under these Bank Terms. If the problem continues for more than 30 continuous days, then either party can write to the other and terminate these Bank Terms immediately. |
Checkout.com’s Software and Intellectual Property Rights | Checkout.com or PayFac may make certain Bank Services available to you using Checkout.com’s API and software. Checkout.com may update or upgrade the APIs and software from time to time.Whilst Checkout.com will always aim to make any upgrades or updates compatible, there might be cases where you will need to update or upgrade your integrations to align with the new versions of Checkout.com’s APIs and to comply with Applicable Law and/or get access to new features.Checkout.com will tell PayFac about any material changes to the API, software and, where applicable, any other relevant software at least 2 months in advance. However, sometimes Checkout.com will provide less notice where it must comply with changes according to Applicable Law, Payment Scheme Rules and/or the requirements of third party acquirers or it needs to take action to improve security or otherwise protect its business.Checkout.com (or its licensors) own all intellectual property rights subsisting in the API and/or the software including other related materials. You are granted a limited, non-exclusive and non-transferable personal licence (without the right to sub-licence) only to use the API, software and all other materials made available by Checkout.com solely for the purpose of using its services.You must comply with any instructions Checkout.com sends to you or PayFac by email or through a publication on the “Developers” section of the Checkout.com.com website (http://docs.checkout.com). If you don’t, then you will be in breach of these Bank Terms and this may also result in a breach of Payment Scheme Rules.You must not create, or attempt to create, any work based on Checkout.com’s intellectual property, or otherwise alter Checkout.com’s intellectual property. |
What obligations exist in the event of a security breach? | If the Bank, Checkout.com, PayFac, a relevant government authority or Payment Scheme, believes that you have suffered a security breach or there has been a compromise of any customer’s information, you must notify PayFac promptly, but in no event later than 2 business days after you learn of such breach. You will be required to conduct a security audit of your systems and locations using an independent auditor at your own cost. You must give PayFac and Checkout.com a copy of the report, which they may then share with the Bank, any relevant Payment Scheme, other provider or a government authority. You must also comply with all Applicable Law that may impose reporting, notification, or other compliance obligations on you in the event of a security breach. |
What other miscellaneous terms apply? | The failure of Checkout.com or the Bank to assert any of its rights under these Bank Terms or the PayFac Agreement will not be deemed to constitute a waiver by it of its rights to enforce each and every provision of these Bank Terms or the PayFac Agreement in accordance with their terms. These Bank Terms may be amended by Checkout.com or the Bank from time to time in the same manner as the PayFac Agreement may be amended by PayFac.Checkout.com or Bank may inspect your locations and records to confirm that you are complying with these Bank Terms and you agree to provide Checkout.com and Bank with reasonable access to do so.These Bank Terms may not be assigned by you without the prior written consent of Checkout.com and the Bank. These Bank Terms will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, transferees, and assignees. If any provision of these Bank Terms are determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and these Bank Terms. |