Payment Services Agreement

This Agreement applies to you if you use VeeaPay Payment Processing Services.

This VeeaPay Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between Veea Solutions Inc. (d/b/a VeeaPay) (“VeeaPay,” “we,” “us” or “our”) and the entity or individual who enters into this Agreement (“Merchant” or “you”). This Agreement sets out the terms and conditions under which you may utilize the payment processing services offered by us which provide you with the ability to accept credit cards, debit cards, and other payment methods on a website, a point of sale device or mobile application (the “VeeaPay Payment Services”).  VeeaPay Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia.  Defined terms will have the same meaning as those found in the Terms of Use, unless otherwise re-defined herein.

This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”): (1) Create an account on the VeeaPay website; (2) Accept this agreement online; or (3) Begin using the VeeaPay Payment Services. This Agreement, as it may be amended from time to time, will be available on the “Legal” tab on the VeeaPay website. In addition to the terms of this Agreement, you agree to be bound by the terms of our Terms of Use, Privacy Policy and Electronic Signature Policy as well as the Merchant Services Agreement (defined herein), which are incorporated herein by this reference.


Section 1 — VeeaPay Payment Services

1.12      Payment Facilitator

            (a)        We are a payment facilitator, which allows you to accept Cards (as defined in Section 1.1 (b) below) from customers for the payment of goods and services. We are not a bank and do not offer banking services as defined by the United States Department of Treasury. By using the VeeaPay Payment Services, you agree to allow us to act as a facilitator on your behalf for the purpose of processing transactions for authorization and payment.

            (b)        The VeeaPay Payment Services allows you to accept payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). We may remove or add Cards that we accept at any time without prior notice.

            (c)        In order to serve in this role, we must enter into agreements with certain Networks, processors and acquiring banks. The Networks require that any person that signs up for a VeeaPay Account to use VeeaPay Payment Services and processes more than Network specified amounts of Cards sales enter into an agreement directly with a Network, processor and/or acquiring bank. By using or otherwise accepting or agreeing to this Agreement, you agree to enter into the terms and conditions of the Merchant Services Agreement for Submerchants (“Merchant Services Agreement”) effective as of the date you process such specified amounts. If you fail to agree to the Merchant Services Agreement, we may suspend or terminate your VeeaPay Account. Similarly, if American Express considers you to be a high value customer, it may require that you enter into and/or maintain your agreement directly with American Express and designate us as your agent for American Express payments. If that is the case, we will notify you of such requirement.

1.2        Authorization

In connection with the use of the VeeaPay Payment Services, you authorize us to act as your agent for the limited purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or electronic funds transfer to settle the proceeds of each Card transaction that you authorize, less any applicable Fees (“Proceeds”). Your authorizations will remain in full force and effect until your VeeaPay Account is closed or terminated. Our receipt of transaction funds satisfies your customers’ obligations to make payment to you. We will remit to you funds we actually receive on your behalf, less amounts owed to us, subject to any Chargeback(s) or Reserve(s) withheld or applied. This authorization also permits us to debit any of your linked bank accounts at any time for the purposes specified in this Agreement. You also agree to be bound by any applicable rules of the National Automated Clearing House Association.

1.3  Prohibited Businesses

Our internal risk and underwriting policies do not allow us to work with merchants that engage in certain types of business or engage in certain forms of transactions. Those risk and underwriting policies are subject to change at our sole discretion. Without in any way limiting our rights herein, in the event we learn that your business is engaging in prohibited lines of business or transactions, we reserve the right to unilaterally terminate your VeeaPay Account with or without notice.

2.1 Fees

In exchange for us providing you with the VeeaPay Payment Services, you agree to pay us the applicable fees (“Fees”) provided at https://pay.veea.com and incorporated herein by this reference.  All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the funds we receive associated with your transactions (the “Funds”). Further, you agree that you shall be responsible for all (i) fees, fines, assessments, penalties, loss allocations, etc. imposed upon, or assessed to, us, our processor and/or settlement bank, by third parties such as, but not limited to, the Networks to the extent that such amounts are not the direct result of our gross negligence or willful misconduct and (ii) our associated costs in connection therewith. Furthermore, we reserve the right to revise our fees at any time, subject to a thirty (30) day notice period to you prior to the new fees taking effect; provided, however, that within that thirty-day notice period, you may terminate your VeeaPay Account upon written notice to us effective as of the 31th day following our receipt of such notice. Absent such notice, continued use of the VeeaPay Payment Services will be deemed acceptance of the change in Fees. All Fees, charges, and payments collected or paid through the VeeaPay Payment Services are denominated in US dollars. Interest on overdue amounts shall accrue at the lesser of 1.5% per month or the maximum amount permitted by law. In the event that you have a good faith dispute as to the amounts due, you agree to pay the undisputed amounts. Interest shall not accrue on any disputed amounts so long as you pay such amounts within thirty (30) calendar days after resolution of the dispute.

2.2   VeeaPay  Account Balance; Right to Set-off

     (a)        Funds will be co-mingled and held with other submerchant’s funds in one or more pooled accounts at one or more banks by us (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any Pooled Account and sole ownership of the Funds therein, subject to our obligations to you under this Agreement. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the VeeaPay Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of Funds in a Pooled Account or Reserve.

     (b)        To the extent permitted by law, we may set off against the Funds for any obligation you owe us under any agreement with us (e.g., Chargebacks or refunds). If you owe us an amount that exceeds the Funds payable to you, we may charge or debit any linked bank account or any a payment instrument registered in your VeeaPay Account or any connected VeeaPay Account (as well as set off against any Proceeds associated with any connected VeeaPay Account). Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You agree to pay any of our costs associated with collection in addition to any amounts owed, including reasonable attorneys’ fees and expenses, collection agency fees, and any applicable interest.

     (c)         Without limiting the rights referenced in Section 2.2(a), and to the extent permitted by applicable law, you grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in and to all Funds associated with your account(s) with us. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under these this Agreement or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the maximum extent permitted by law, to collect, charge, and/or setoff all sums owed to us or which we reasonably anticipated becoming owed to us hereunder against any and all such Proceeds and other obligations, and at our sole option, to administratively freeze or direct any third party bank holding Funds to freeze all such Funds to allow us to protect our security interest, collection, charge and setoff rights as provided for herein; provided, however, that should we deem it necessary to establish a Reserve as set forth in Section 5.4, the funds in such reserve shall be our sole property.

2.3 Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the VeeaPay Payment Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We will provide no services on your behalf with respect to Taxes. By way of example, and without limiting the generality of the foregoing, we are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. We specifically disclaim any liability for Taxes, but reserves the right to make all disclosures and reports to taxing authorities it determines are necessary to comply with applicable law.

Section 3 — Covenants; Representations and Warranties

3.1 Covenants

You agree that:

3.2             Representations and Warranties

In addition to the representations and warranties set forth in the Terms of Use, you represent, warrant and covenant to us:

Section 4 — Liability for Chargebacks and other Liabilities

     (a)        There may be times when a transaction (i) is disputed, (ii) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (iii) was not authorized or we have any reason to believe that the transaction was not authorized, or (iv) is allegedly unlawful, suspicious, or in violation of these terms. In these instances, the amount of a transaction may be reversed or charged back to you (a “Chargeback”). You agree to comply with the Chargeback process and to bear all liability associated with such Chargebacks, including any associated Fees, fines, or penalties assessed by a Network or our processor.

     (b)        For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may recoup the amount of any Chargeback and any associated Fees, fines, or penalties or assessed by a Network or our processor from Funds otherwise payable to you (including any Reserve as defined in Section 5.4 below), any Proceeds due to you, or any bank account or other payment instrument linked to any of your VeeaPay Account. If you have pending Chargebacks, we may delay the settlement of funds to you pending the resolution of such Chargebacks. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that: (x) a Chargeback is assessed due to a customer complaint, in which case we will continue to retain the funds and/or use the funds to satisfy the Chargeback; (y) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired; or (z) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

     (c)         If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your VeeaPay Account, including (w) establishing new processing fees, (x) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (y) delaying payouts, or (z) terminating or suspending the VeeaPay Payment Services.

     (d)        You will assist us when requested, at your expense, to investigate any of your transactions processed through the VeeaPay Payment Services. To that end, you permit us to share information about a Chargeback with your customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release corresponding Funds to your VeeaPay Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within seven (7) days of our request, may result in an irreversible Chargeback.  We reserve the right, upon advance notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

Section 5 — Application and Underwriting

5.1 Application

     (a)        To use the VeeaPay Payment Services, you will need a Veea Merchant Account and a VeeaConnect Merchant Account.   When you submit an application, the Veea Merchant Account will be opened. You must use your or your business’ true and accurate name when completing the application. Your business name will appear on the credit or debit card statements of your customers for all payments you accept using the VeeaPay Payment Services, together with “VeeaPay”.  If you have not claimed your business in VeeaConnect, a VeeaConnect account will also be opened for you, the VeeaPay Payment Services are only available through the VeeaConnect App.  

     (b)        If you do not process payments through your VeeaPay Account for an extended period of time or have not linked a valid bank account, you may have a Balance that is deemed “unclaimed” or “abandoned” under your state’s law. If this occurs, we will provide you with notice as required by applicable law and instructions for how to deposit any unclaimed or abandoned sums. If funds still remain in your VeeaPay Account, We will escheat such funds as required by applicable law or, as permitted, to us.

5.2             Underwriting

     (a)        You authorize us, directly or through third parties selected by us, to make any inquiries or take any actions we consider necessary to validate your identity, evaluate your creditworthiness, and verify information that you have provided to us. You authorize us, on your behalf and on behalf of your principal owners, to obtain such information, such as pulling your personal credit report, or the credit report for your principal owners. Upon submission of your application, you agree that you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain such financial information or credit reports. We may periodically obtain additional reports to determine whether you continue to meet the requirements for a VeeaPay Account, including, without limitation, identity verification and financial eligibility.  You further consent to we are sharing information about you and your application (including whether you are approved or declined), and your VeeaPay Account as may otherwise be required by law. We or our processor and/or acquiring bank may conclude that you will not be permitted to use the VeeaPay Payment Services.

     (b)        We may request additional information from you from time to time. For example, we may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license of your principal(s), a business license, or other information. We may also ask for permission to inspect your business location. If you refuse any of these requests, your VeeaPay Account may be suspended or terminated.

     (c)        In the event that we are unsuccessful in receiving satisfactory information for us to verify your identity or determine that you are creditworthy, We reserves the right to terminate your VeeaPay Account with immediate notice to you, cease to provide access to the VeeaPay Payment Services, and refuse or rescind any payment by your customers.

     (d)        You agree to promptly notify us of any change to the information on file with us, including: (i) any new lines or types of business; (ii) change in name; (iii) the opening, closing or liquidation of business or any location; (iv) becoming a voluntary or involuntary debtor in a bankruptcy case. We reserve the right to terminate your VeeaPay Account if you fail to notify us of any such change.

5.3             Unauthorized or Illegal Use

You will only accept Cards for transactions that are allowed by applicable law. We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with us, or that it exposes you, your customers, our customers, our processors or us to harm. If we suspect that your VeeaPay Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your VeeaPay Account, and any of your transactions with law enforcement and, as deemed necessary by us, our payment processing and financial institution partners.

5.4             Reserves

We may withhold funds by temporarily suspending or delaying payouts of Proceeds to you and/or designate an amount of funds that you must maintain a separate reserve (a “Reserve”) to secure the performance of your obligations under any agreement between you and us. We may require a Reserve for any reason related to your use of the VeeaPay Payment Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to us. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your VeeaPay Account, including any funds (a) deposited by you, (b) due to you, or (c) available in your bank account or other payment instrument registered with us. The funds in the Reserve shall remain the sole property of us until such time as we reasonably determine that the concerns giving rise to the Reserve have passed or been satisfactorily addressed. Without limiting the property rights discussed in the preceding sentence, you grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve or any bank account linked to any of your VeeaPay Account, without prior notice to you, to collect amounts that you owe us. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

Section 6 – Access to Proceeds; Funding Schedule; Availability of Proceeds; Processing Errors

     (a)        We will settle Proceeds to your verified bank account, subject to the payout schedule described in paragraph (b) below. Your bank account must be ACH-enabled. If we are unable to debit or credit the bank account you link to your VeeaPay Account, that bank account will be de-linked from your VeeaPay Account. If you do not have an ACH-enabled bank account linked to your VeeaPay Account, you will not be able to use the VeeaPay Payment Services.

     (b)        We will automatically initiate close of day instructions on or about 5 p.m. ET each day.  We will initiate a payout of Proceeds to your valid, linked US bank account at the end of each Business Day for all transactions processed prior to 5 p.m. ET on the previous Business Day. For non-Business days, we will initiate a payout of Proceeds on the next Business Day.  For purposes of this Agreement, “Business Day” means a day where banks are generally open in the United States.

     (c)        We may defer payout or restrict access to your Proceeds if we need to investigate or resolve any pending dispute related to your use of the VeeaPay Payment Services. We also may defer payout or restrict access to your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.

     (d)        When a payment is received associated with your transactions, we will update your VeeaPay Account activity on our merchant center website and provide you a transaction confirmation. The confirmation will serve as your receipt.  Summaries of your VeeaPay Account activity, including monthly statements, are available on our site for up to six months of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your VeeaPay Account and your use of the VeeaPay Payment Services, and (b) reconciling all transactional information that is associated with your VeeaPay Account. If you believe that there is an error or unauthorized transaction activity is associated with your VeeaPay Account, you must contact us immediately.

     (e)        We will attempt to fix processing errors we discover. If the error resulted in your receipt of fewer funds than you were entitled, we will credit your VeeaPay Account for the difference. If the error results in your receipt of more funds than you were entitled, we will debit the extra funds from your VeeaPay Account or your linked bank account. We will only correct transactions that you process incorrectly if you notify us of such an error. YOUR FAILURE TO NOTIFY US OF A PROCESSING ERROR WITHIN THIRTY (30) DAYS OF WHEN IT FIRST APPEARS ON YOUR ELECTRONIC TRANSACTION HISTORY WILL BE DEEMED A WAIVER OF ANY RIGHT TO AMOUNTS OWED TO YOU.

Section 7 – Customer Service; Refunds and Returns; Receipts

7.1 Customer Service

You acknowledge and agree that you are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or your customer(s), returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

7.2             Refunds and Returns

By accepting Card transactions through the VeeaPay Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your VeeaPay Account in accordance with this Agreement, the Terms of Use and Association Rules. Association Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your VeeaPay Account up to sixty (60) days from the day you accepted the payment. If your available Balance is insufficient to cover the refund, we will debit up to the requested refund amount (the sale amount minus the initial transaction fee) from Proceeds or your linked bank account and credit it back into your customer’s Card. We have no obligation to accept any returns of any of your goods or services on your behalf.

7.3 Receipts

In addition to, and without limiting, any obligation you may have under the Association Rules, you will request that your customer personally sign for all transactions greater than $25 when your customer is present. You must make a written receipt available to your customers for any transaction greater than $15. You may give your customers the option to receive or decline a written receipt.

Section 8  – Account Security, Compliance, Intellectual Property and Publicity

8.1 Security of Access

You agree to:

8.2             PCI Compliance

     (a)        You agree to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard (“PCI DSS Requirements”) and any requirement under the Association Rules with regards to your use, access, and storage of certain credit card non-public personal information.  You also agree to comply with your obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You agree to cooperate in forensic investigations required by us, our partners, processors or acquiring banks.  For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.us/en-us/merchants/safety-security/security-recommendations/merchants-need-to-know.html

     (b)        You acknowledge and agree that notwithstanding any other term or provision of this Agreement or the Terms of Use, your failure to comply with the Association Rules or the PCI-DSS Requirements, including the compromise of any card information, may result in fines or other losses to us. You agree to indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions or inactions.

Section 9  –  Intellectual Property and Publicity

9.3             Ownership of Data

All information that a customer provides in the course of making a payment to you (“Customer Data”) shall be owned by you and you hereby grant us and our affiliates, to the maximum extent permitted by law, a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the VeeaPay Payment Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other Customer Data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the customer.

9.4             Trademark License

us and our affiliates grants you a revocable, non-exclusive, non-transferable license to use the trademarks used to identify MaxPlusTM, Max2TM, Veea®, Veea ConnectTM, the VeeaPay Payment Services, Veea and the Veea Connect mobile applications (the “Trademarks”) solely in conjunction with the use of the VeeaPay Payment Services. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to us or any of our affiliates (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon termination of your VeeaPay Account, you will immediately cease all display, advertising and use of all of the Trademarks.

9.5             Intellectual Property

     (a)        Other than the express licenses granted by this Agreement and the Terms of Use, we grant no right or license by implication, estoppel or otherwise to the VeeaPay Payment Services or any of our or affiliate’s intellectual property rights. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in our case, in the VeeaPay Payment Services; and, except as may be otherwise agreed in a separate agreement between you and us or such affiliate, all equipment or hardware owed by us or any of its affiliates provided to you) and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein.

     (b)        Your use of Network logos and marks (“Marks”) is governed by the applicable Association Rules; you must familiarize yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Marks. You will not contest the ownership of the Marks, and any Network may prohibit you from using its Marks for any reason and at any time. We may, but are under no obligation to, require you to make modifications to your advertising and signage in order to comply with Association Rules related to the Marks.

9.6             Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the VeeaPay Payment Services and the know-how, technology, pricing, techniques, equipment and business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own Confidential Information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Section 10 - Indemnification, Limitation of Liability, Disclaimer of Warranties

10.1           Indemnification

In addition to any other indemnification or similar obligations provided for herein or the Terms of Use, you shall indemnify, defend, and hold us and our processors and/or acquiring banks (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of (i) any breach of this Agreement, the Terms of Use or any other agreement you may enter into with us, our processor or acquiring bank, or any supplier in relation to your use of the VeeaPay Payment Services, (ii) any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the VeeaPay Payment Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you), and/or (iii) any violation by you of any applicable law, regulation, or Association Rule and requirements.

10.2           LIMITATION OF LIABILITY

MAXPLUS SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE VEEAPAY PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF MAXPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL MAXPLUS’S TOTAL AGGREGATE LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE LESSER OF EITHER (A) DIRECT DAMAGES SUFFERED BY SUCH PARTY OR (B) AN AMOUNT EQUAL TO THE AMOUNTS PAID BY MERCHANT TO MAXPLUS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE BEEN PROCESSING WITH MAXPLUS FOR LESS THAN TWELVE (12) MONTHS FROM THE DATE OF SUCH AN EVENT, THEN THE AMOUNT REFERENCED IN SECTION (B) OF THE PRECEDING SENTENCE SHALL BE CALCULATED BY DIVIDING THE AMOUNTS PAID BY YOU TO MAXPLUS BETWEEN THE EXECUTION OF THIS AGREEMENT AND THE DATE OF THE EVENT GIVING RISE TO THE CLAIM BY THE NUMBER OF MONTHS BETWEEN THE EXECUTION OF THIS AGREEMENT AND THE DATE OF THE EVENT GIVING RISE TO THE CLAIM AND THEN MULTIPLYING THAT NUMBER BY TWELVE.

10.3           Disclaimer of Warranties 

     (a)        THE VEEAPAY PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. MAXPLUS DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAXPLUS OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF MAXPLUS’S OBLIGATIONS.

     (b)        The parties acknowledge that the VeeaPay Payment Services is a computer network based service which may be subject to outages and delay occurrences. As such, we do not guarantee continuous or uninterrupted access to the VeeaPay Payment Services. Merchant further acknowledges that access to our or any affiliate’s website or to the VeeaPay Payment Services may be restricted for maintenance. We will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, we will not be liable for any interruption, outage, or any delay or failure to provide the VeeaPay Payment Services due to such interruption, outage, or similar event.

Section 11 - Term and Termination

11.1           Term and Termination

     (a)        The term of this Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein. You may terminate your VeeaPay Account at any time for any reason upon thirty (30) days written notice to us effective on the 31th day following our receipt of such notice.

     (b)        We may terminate your VeeaPay Account at any time for any reason. In the event that we terminate your VeeaPay Account, we shall provide you with written notice as soon as reasonably practicable.  Merchant may terminate your VeeaPay Account upon notice to us in the event of an uncured material breach by us of any of our obligations hereunder.

     (c)        Closure of your VeeaPay Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out according to your payout schedule, subject to the other conditions in this Agreement. If an investigation is pending at the time you close your VeeaPay Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you 

     (c)        After termination or expiration of your VeeaPay Account, you shall no longer have access to, and shall cease all use of the VeeaPay Payment Services. Any termination of your VeeaPay Account does not relieve Merchant of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.  All such obligations shall survive the termination and closure of your VeeaPay Account. If your access to VeeaPay Payment Services has been terminated, you may still be permitted to use our or any of our affiliates other products, subject to our or their discretion, as the case may be.

(d)  Please note that termination or closure of your VeeaPay Account does not result in termination of your VeeaConnect account.  You may terminate your VeeaConnect account at any time for convenience upon thirty (30) days written notice to:

VeeaConnect

164 E. 83rd Street

New York, NY 10028

Attention:  VeeaConnect Account Closure

Your termination will be effective as of the 31th day following our receipt of such notice.

Section 12 – General Provisions

12.1           Independent Contractors

The relationship of us and you is that of independent contractors. Neither Merchant nor any of its employees, consultants, contractors or agents are our or any of any of our affiliate’s agents, employees, partners or joint ventures, nor do they have any authority to bind us or any of our affiliates by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.

12.2           Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

12.3           Waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

12.4           Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Merchant may not assign its VeeaPay Account or its rights or delegate its obligations under this Agreement without our written consent. We may assign your VeeaPay Account in our sole discretion without the written consent of Merchant.

12.5           Amendment

Except as provided in this Agreement, this Agreement including any addendum or schedule or exhibit hereto shall only be modified or amended by an instrument in writing signed by us and you. In addition, Merchant agrees that we or our Processor may amend this Agreement or the Terms of Use upon notice to Merchant via Processor’s Service Delivery Process if such amendment is a requirement of applicable law, a Network, or an Association Rule. For purposes hereof, “Service Delivery Process” means our then standard methods of communication, service and support, including but not limited to communication via the online merchant portal, email communication, statement notices, other written communications, etc. We may also amend this Agreement upon thirty (30) days’ notice via the Service Delivery Process other than as required by applicable law, a Network, or an Association Rule; provided, however, that within that thirty-day notice period, you may terminate your account effective as of the effective date of any amendment by sending Notice as provided for below.

12.6           Entire Agreement

This Agreement and the Terms of Use sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement and the Terms of Use shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this this Agreement, any rights or remedies under or by reason of this Agreement.

12.7           Survival

The following sections of this Agreement will survive termination or closure of your VeeaPay Account, in addition to those that survive under the Terms of Use: Section 2.1, 2.2, Section 2.3, Section 4, Section 5.1(b), Section 5.2, Section 5.4, Section 6, Section 7, Section 8.2(b), Section 9.6, Section 10, Section 11.1(c), and Section 12.

12.8           Notices, Governing Law, and Jurisdiction

     (a)  Notice to Merchant. Merchant agrees that we may provide notices and disclosures to Merchant by the Service Delivery Process.  Notices sent to Merchant by postal mail are considered received by Merchant within three (3) Business Days of the date we send the notice unless it is returned to us. Disclosures and notices posted on our website or portal or emailed shall be considered to be received by you within 24 hours of the time it is posted to our website or portal or emailed to you unless we receive notice that the email was not delivered. Furthermore, you understand and agree that if we send you an email but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the communication to you. In addition, we may send Merchant emails, including, but not limited to, those relating to product updates, new features and offers and Merchant hereby consents to such email notification. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. 

     (b)  Notices to Us.  Notice to us shall be considered valid only if sent by postal mail to:

VeeaPay

164 East 83rd Street

New York, NY 10028

Attn: Customer Service 

     (c)  Choice of law and jurisdiction. This Agreement shall be governed by the laws of the State of New York (without giving effect to any choice of conflict laws or rule that would cause the application of the laws of any jurisdiction other than the State of New York). Subject to Section 12.8(d), each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any claim, controversy, or dispute between you and us, its respective affiliates, agents, directors or employees, its processors, suppliers or licensors (or each of their), including any claims relating in any way to this Agreement or the Terms of Use or the VeeaPay Payment Services, or any other aspect of our relationship (a “Dispute”) hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and agrees that service of process may be made and personal jurisdiction over a party may be obtained by process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  To the extent permitted by law, each party agrees to a waiver of trial by jury.

(d)  Agreement to Arbitrate.  YOU AND MAXPLUS AGREE, EXCEPT AS EXPRESSLY PROVIDED BELOW, ANY DISPUTE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE VEEAPAY PAYMENT SERVICES OR ANY TERM OR CONDITION HEREOF OR THEREOF, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF SHALL BE FINALLY AND EXCLUSIVELY SETTLED BY BINDING INDIVIDUAL ARBITRATION AND BY A SINGLE ARBITRATOR MUTUALLY AGREED TO BY YOU AND THE COMPANY, SITTING IN NEW YORK, NEW YORK, ADMINISTERED IN ACCORDANCE WITH THE THEN PREVAILING RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES, AS MODIFIED BY THIS AGREEMENT TO ARBITRATE, EXCEPT THAT, SUBJECT TO SECTION 12.8(C), YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. All issues are for the arbitrator to decide, except that issues relating to arbitrability, or the scope or enforceability of this Agreement to Arbitrate, shall be for a court of competent jurisdiction to decide. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

The arbitrator(s) will decide the substance of all claims in accordance with the laws of the State of New York. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different merchants, but is/are bound by rulings in prior arbitrations involving the same merchant to the extent required by applicable law. The arbitration award shall be final and binding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.9 Communication; Recording Calls; and Availability of Contractual Documents

You consent to receive autodialed or prerecorded calls and text messages from us at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

VeeaPay may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with VeeaPay or its agents for quality control and training purposes or for its own protection.

If you have a question or complaint relating to the VeeaPay Payment Services or your Transactions, please contact the Customer Support.

The general terms and conditions for the VeeaPay Payment Services will be available at all times on https://pay.veea.com under the “Legal” tab, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.

12.10         Third Party Beneficiaries 

Nothing in this Agreement nor the Terms of Use express or implied is intended to and shall not be construed to confer upon or create in any person (other than the parties hereto and, subject to the limitations set forth in Section 12.4, their permitted successors and assigns) any rights or remedies under or by reason of this Agreement, including without limitation, any right to enforce this Agreement or the Terms of Use.