Merchant Candy Inc. ("Merchant Candy", "we", "us" or "our") enables business-to-business payments and, in some limited scenarios, consumer-to-business payments as described below in Section 3.2. These Terms of Service (the “Agreement”) are a legal agreement among Merchant Candy, Merchant Candy’s bank partners, and you and any person or organization for which you act. Merchant Candy’s current bank partner is Silicon Valley Bank (“SVB”) (a “Bank”). This Agreement governs your use of our website located at www.merchantcandy.com and the associated software and services (collectively the “Services”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY MERCHANT CANDY SERVICES. If you do not agree to this Agreement, do not use the Services.
This Agreement provides that all disputes between you and Merchant Candy will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 22 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any dispute with Merchant Candy.
As used in this Agreement, the words “you” and “your” refer to you, a User (defined below) of the Services and the Party agreeing to this Agreement. The words “we,” “us,” “our” and any other variation thereof refer to Merchant Candy. Please note that SVB may also enforce any provisions of this Agreement that relate to the banking services or payment processing that they provide. Any reference to Merchant Candy, or SVB in this Agreement also includes, as applicable, their respective affiliates, directors, officers, employees, contractors, owners and agents.
By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Services. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.
Merchant Candy may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: firstname.lastname@example.org.
3.1. Description of the Services.
Merchant Candy provides Invoice Enablement Services (“Services”) which generally enable the electronic delivery of invoices on behalf of United States-based businesses (“Merchant”, “Payees”) to their customers, also United States-based businesses (“Payors”, “Buyers”). Merchant Candy acts as an Agent of the Payee to facilitate the receipt of funds and crediting of customer accounts on behalf of the Merchant for commercial transactions. Merchants may generate and upload invoices through the Merchant Candy Services to request payment from Payors. Merchants may also send invoices and request payment from payors that have not registered for Merchant Candy’s Services. For access to and use of the Services, Merchant Candy may charge Merchants a fee (the “Fee”) at the time of Payment crediting.
3.2. Limited Use of Service for Consumer to Business Payments.
California based Merchants that enroll in the Services may also use the Services to accept payments from consumer-payors that reside in California. By using the Services for this purpose, Merchant acknowledges and agrees that Merchant Candy is the agent of the Merchant for purposes of the payment transaction. As a result, the consumer-payor’s obligation to Merchant is satisfied when the consumer-payor submits payment to Merchant Candy. Please note that California-based consumer-payors cannot independently register for the Merchant Candy Services; they may only use the Services where an enrolled Merchant requests payment from such consumer-payor.
3.3. Accepted Payment Methods.
Merchant Candy enables Payors to transmit payments to Merchant via automated clearinghouse (“ACH”), credit or debit card, or via wire transfer. Merchants may receive payments via electronic check, debit card, ACH transfer, or via wire transfer.
3.4. Fund Ownership.
4.1. Eligibility Requirements.
In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or freelancer; and (iv) have a valid deposit account. Other restrictions may apply.
4.2. Creating an Account.
In order to access the Services as a Merchant, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively, your “Registration Information”). We also request additional information, such as your business’ EIN, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Merchant Candy is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
4.3. Privacy; Identity Authentication
4.4. Linking a Payout Method.
4.5. Payout Method Verification.
Upon addition to your Account, your Bank Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize Merchant Candy to credit your Bank Account with two (2) different and random micro-deposits, which you will be required to enter once prompted through the Services. You also authorize Merchant Candy to debit your Bank Account for the amounts of the two (2) micro deposits within ten (10) business days.
4.6. Payout Method Representations.
When you add a payout method to your Account, you agree to the following:
4.7. Payor Existing Payout Method Terms.
All payout method usage associated to payments submitted via the Services are subject to existing terms for the payout method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. Where applicable, Merchant Candy (and to the extent applicable, the Banks) retains all rights and authority for the treatment of your payment methods via the Services, which may supersede the payout method program terms. For example, Merchant Candy may impose a transactional limit on your payout method for payments via the Services, which may be a lower value than the amount allowed by your program.
4.8. Restrictions on Payout Methods.
Payments may only be made to U.S. payout methods. We may, in our sole discretion, impose limits on the size, frequency, and timing of payments sent through the Services, on a per transaction or a cumulative basis, and change those limits at any time.
To prevent fraud and comply with legal obligations, we may put your payout method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payout method for any reason in our sole discretion.
5.1. Payment Submission.
Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:
The Merchant may at their discretion enable or disable the payment methods that are available to the Payor.
5.2. Payment Information.
Merchant Candy may require additional information from the payor at the time of payment submission. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Merchant.
5.3. Satisfactory Goods or Services.
By submitting your payment for processing through the Services, you agree that the goods or services provided by your Merchant in exchange for the payment (minus Fees) have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Merchant Candy in exchange for your payment of fees and those services rendered by the Banks.
5.4. Processing Payments.
5.5. Scheduled Payments.
6.1. ACH Authorization.
When the Payor choose to pay a Merchant via ACH (“eCheck”), the Payor authorize Merchant Candy or the Banks to debit the Payor’s payment method in increments or as a lump sum and remit funds to the Merchant through the ACH. The Payor also gives Merchant Candy or the Banks the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. The Payor agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which the Payors are an "Originator", Merchant Candy is a "Third Party Service Provider," and the Banks are the "Originating Depository Financial Institutions." The Payor is responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from the Payor’s failure to perform the Payors obligations under the NACHA rules and the Payor indemnifies Merchant Candy and the Banks for the same.
At any time post submission, payment made to the Merchant may be subject to review, which serves to better understand the nature of and reason for the payment. During this review process and for any reason, Merchant Candy or the Banks may place a temporary hold on the delivery of a payout for as long as reasonably required to conduct an appropriate inquiry regarding the Payor, the Payee, an invoice, payment history, and other relevant circumstances and factors.
You acknowledge that Merchant Candy’s ability to efficiently and effectively review a payment is reliant upon your cooperation, and you absolve Merchant Candy and the Banks from any negative impacts to the delivery of the payment arising from delayed, incomplete, or insufficient responses to our inquiries.
7.3. Result of Payment Review.
Depending on the results of this review, Merchant Candy may instruct the Banks to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Merchant Candy also reserves the right to cancel any payment. In such cases and as permitted by applicable law, the funds will be returned to the Payor via the original payment method, or if necessary via other means.
In the event that you as Payor initiate a chargeback, clawback, or ACH return for a payment that has already been transmitted to the Merchant, you agree to assign to Merchant Candy any claims against your Merchant associated with such chargeback, clawback or ACH return. You further agree that we may contact your Merchant directly to request reimbursement for any payment that has been transmitted to the Merchant and for which you have initiated a chargeback, clawback, or ACH return.
In the event that Merchant Candy receives a chargeback, clawback or ACH return, you as Merchant authorize Merchant Candy to debit your Payout Method on file for the amount of the chargeback plus any associated fees or to withhold funds from future distributions.
Merchant agrees at all times to maintain sufficient funds in the payout method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Merchant Candy notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payout method is returned because of insufficient funds, you must reimburse Merchant Candy (or to the extent applicable, the Banks) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items. Merchant Candy reserves the right to withhold funds from a payout to satisfy any outstanding balance owed by the Merchant to Merchant Candy or the Banks.
The Payor agrees to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Merchant Candy notifies you that your funds are insufficient. Merchant Candy or the Banks also reserve the right to debit a Merchant’s account for money paid to the Merchant on your behalf if your payment is returned because of insufficient funds or any other reason. Each of Merchant Candy and the Banks reserves the right to withhold funds from a payment to a Merchant if the Payor has an outstanding balance with Merchant Candy. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Merchant.
Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Merchant Candy or the Banks have begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.
11.1. Service Fees.
11.2. Fee Updates.
Fees may vary, depending upon factors including but not limited to the Merchant, the payment method, and other variables both which may or may not be controlled by Merchant Candy. Fees are subject to change at any time with or without prior notice. Merchant Candy will make reasonable efforts to notify Merchants of upcoming fee changes to Fees controlled by Merchant Candy.
The Merchant is responsible for all, if any, applicable taxes arising from your use of the Services. The Merchant is furthermore responsible for all fees, fines, penalties and other liability incurred by Merchant Candy, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. The Merchant agrees to reimburse Merchant Candy or a third party for any and all such liability.
13.1. Restricted Activities.
You agree not to use the Services for the following purposes:
If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing email@example.com.
When not otherwise obligated by regulatory or compliance considerations, Merchant Candy will provide you with notice of any such actions.
Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
IN NO EVENT SHALL MERCHANT CANDY, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “MERCHANT CANDY PARTIES”) OR THE BANKS, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “BANK PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT MERCHANT CANDY OR THE BANKS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE MERCHANT CANDY PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. THE BANK PARTIES SHALL HAVE NO LIABILITY TO YOU UNDER THIS AGREEMENT.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Merchant Candy Parties shall be limited to the greatest extent permitted under applicable law.
16.1. THE MERCHANT CANDY PARTIES AND THE BANK PARTIES PROVIDE THEIR RESPECTIVE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE MERCHANT CANDY PARTIES AND THE BANK PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE MERCHANT CANDY PARTIES OR THE BANK PARTIES ARE RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, MERCHANT CANDY, THE BANKS, OR ANY THIRD PARTY.
16.2. Neither Merchant Candy nor the Banks have any control over the products or services that are paid for using the Services and Merchant Candy nor the Banks can ensure that a Merchant you are dealing with will actually complete the transaction or is authorized to do so. Merchant Candy does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Merchant Candy will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Merchant Candy makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
You agree to defend, indemnify and hold the Merchant Candy Parties and the Bank Parties harmless (including payment of reasonable attorney’s fees) against any claim or demand (including attorneys’ fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by Merchant Candy or the Banks pursuant to your instructions, including wage-and-hour law claims; (c) your use of the Merchant Candy Services or any Bank services; (d) your obligations to pay fees or fines to Merchant Candy, the Banks or any third parties; (e) negligence or willful misconduct of your affiliates, employees, contractors, or agents; and (f) all third-party indemnity obligations Merchant Candy or the Banks incur as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
You may request the closure of your Account at any time by emailing Merchant Candy support at firstname.lastname@example.org. Merchant Candy also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Merchant Candy.
You may not close your Account to evade an investigation. Any invoice payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review, per Section 7. All scheduled payouts for which you have not yet been credited at the time of Account closure will be paid out net of all pending fees.
Merchant Candy, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Merchant Candy reserves the right to terminate the Services at any time. Merchant Candy will try to notify you in advance, but is not obliged to do so.
20.1. Consent to Communications.
Because the Services are provided electronically, you agree that Merchant Candy may provide important information electronically. Merchant Candy will issue the following information and disclosures (“collectively, “Communications”) electronically via the Merchant Candy Services or via electronic mail (“email”):
Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.
20.2. No Obligation to Provide Paper Communication.
Although Merchant Candy reserves the right to provide Communications in paper format at any time, you agree that Merchant Candy is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.
20.3. Withdrawal of Consent.
You can withdraw your consent to receive most Communications from Merchant Candy by emailing us at email@example.com or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Merchant Candy also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Merchant Candy has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Merchant Candy in its sole discretion. Withdrawing your consent will not affect the completion of pending payment transactions or the validity of completed payment transactions.
20.4. Hardware and Software Requirements.
In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to Merchant Candy that you have the means to access, and to print or download, Communications.
In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Merchant Candy may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Merchant Candy a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Merchant Candy the Feedback and that the use of the feedback by Merchant Candy will not violate, infringe otherwise misappropriate any third party rights.
22.1. Governing Law and Forum.
This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in San Francisco County, California.
22.2. WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE MERCHANT CANDY PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE MERCHANT CANDY PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST MERCHANT CANDY AND/OR RELATED THIRD PARTIES.
In the event of a dispute, claim, or controversy (“Claim”) between you and Merchant Candy or you and one or more Banks, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. You and Merchant Candy and you and one or more Banks (as the case may be) will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and Merchant Candy or you and one or more Banks. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 22 shall be non-severable from the remainder of this Section 22.
22.3. Arbitration Terms.
If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 1 Sansome St #1600, San Francisco, CA 94104, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND MERCHANT CANDY AND YOU AND ONE OR MORE BANKS MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
If you have a Claim with one or more Recipients or other third parties, you release Merchant Candy and the Banks (and their respective 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 Claims.
To the extent that Merchant Candy is used by independent contractors for the purposes of invoicing, you expressly acknowledge and agree that you (not Merchant Candy and not the Banks) are responsible for compliance with all wage and hour laws, including but not limited to compliance with Cal. Labor Code § 2750.3, and all applicable laws regulating the time, place, and manner of payments for their service. Merchant Candy provides a means for transmitting funds. However, you (not Merchant Candy and not the Banks) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services.
25.1. Complete Agreement.
This Agreement together with any other Merchant Candy documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Merchant Candy with respect to the Services and you and the Banks with respect to banking services or payment processing services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 15 (Limitation of Liability), 16 (Disclaimer of Warranties), 22 (Dispute Resolution and Arbitration), 23 (Release of Merchant Candy and the Banks), and 25 (General). 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.
25.2. Intellectual Property.
“Merchant Candy”, and all logos related to Merchant Candy, are either trademarks or registered trademarks of Merchant Candy or its licensors. You may not copy, imitate or use them without Merchant Candy’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Merchant Candy. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Merchant Candy website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Merchant Candy and its licensors.
25.3. Force Majeure.
Neither Merchant Candy nor the Banks shall be liable for any issues or delayed performance caused by circumstances beyond Merchant Candy's or the Banks’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.
You may not transfer or assign any rights or obligations you have under this Agreement without Merchant Candy's prior written consent. Merchant Candy reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
25.6. No Waiver.
If Merchant Candy fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.
25.7. Contacting Merchant Candy.
Unless otherwise stated in this Agreement, notices, inquiries, and requests to Merchant Candy should be emailed to firstname.lastname@example.org. Please note that email communications sent to Merchant Candy for Account-related matters (e.g., late fee payouts, disputes, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.