Payment Processing Service Terms

The Weave Payment Processing Service Terms (“Payment Processing Terms”) supplement the Weave Terms of Service (“Terms of Service”). These Payment Processing Terms and Terms of Service (hereinafter collectively referred to as the “Terms,”) govern your use of the Weave payment processing services via Weave’s third-party service provider pursuant to Section 2, below (“Payments Service”), as further described. All capitalized terms used but not defined herein shall have the meanings set forth in the Terms of Service. To access and use the Payments Service, Subscriber and its end users of the Service must at all times agree to and abide by these Terms.  

1. Weave Payment Service. The Payments Service consists of a hosted, full-payment processing platform that includes point-of-sale payment processing (“Merchant Service”) and Card Not Present payment processing (“Card Not Present Service”). 
2. Relationship between Weave and Stripe.  Weave is a payment facilitator that allows you to accept Cards from customers for the payment for goods and services. We are not a bank and do not offer banking services. You acknowledge, understand and agree that the Payments Service is provided by Weave through its third-party processor, Stripe, Inc. (“Stripe. You understand that Weave and Stripe are separate entities and, further, that the relationship between Weave and Stripe is that of independent contractors, meaning neither is an agent, representative, partner, joint venturer or employee of the other. Nothing contained in these Terms shall give rise to any inference otherwise.
3. Definitions.  In addition to the terms defined in the Terms of Service and those defined elsewhere in these Payment Processing Terms, for purposes of these Payment Processing Terms, the terms below shall have the following meanings:
   1.  “Card” means any valid credit card or debit card bearing the name and logo of Visa®, MasterCard®, American Express® or Discover® credit card associations or the issuer of any other Card of any association or network.
   2.  “Card Association” means Visa®, MasterCard®, American Express® or Discover® or the issuer of any other Card.
   3.  “Card Association Rules” means rules, regulations, standards, policies, manuals and procedures promulgated and implemented from time to time by the Card Associations, including, but not limited to, PCI DSS and any other rules of any other Card Association.
   4.  “Cardholder” means the individual whose name is embossed on a valid Card and any authorized user of such Card and that uses a Card to purchase goods and services.
   5.  “Cardholder Data” means non-public, personally identifying information submitted by a Cardholder, which information includes, but it is not limited to, Card number, expiration date, name, address, phone number and email address.
   6.  “Chargeback” means the procedure by which funds received from a Transaction are returned to the issuing bank after such Transaction was settled in accordance with the Card Association Rules or a dispute initiated by the Cardholder.
   7.  “Dispute” means an instruction a Cardholder initiates to reverse or invalidate a processed Transaction. 
   8. “Merchant Subscriber” means a Weave Subscriber who has executed an order or quotation for the Merchant Service.
   9. “Prohibited Activity” means the operation of or the direct or indirect facilitation of any activities Stripe has identified as a restricted business or activity, which can be found at Stripe’s website, https://stripe.com/restricted-businesses. Stripe may add to or update the restricted business list at any time. Restricted businesses or activities include use of the Payments Service in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), available at https://www.treasury.gov/resource-center/sanctions/Pages/default.aspx. 
   10.  “Transaction” means any credit card or electronic check authorization, credit, debit, ticket only, capture or settlement request, or decline transaction completed or submitted by Subscriber via the Payments Service.
4. Subscriber Obligations.
   1. Agreement to Stripe Services Agreement.  You must open an account with Stripe (a “Stripe Account”) to use the Payments Service. By using the Payments Service, Subscriber, and each of its end users, hereby agrees to abide by, and comply with, the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account), which includes the Stripe Services Agreement (https://stripe.com/legal/ssa) (collectively, the “Stripe Services Agreement”), as the same may be modified by Stripe from time to time. You acknowledge that you are responsible to contact Stripe for support in your use of its services and regarding any dispute governed by the Stripe Services Agreement. Subscriber’s, or its end user’s, breach of the Stripe Services Agreement shall be considered a breach of the Terms, thereby permitting Weave to immediately terminate the Payment Service, without notice to Subscriber.
   2. Agreement to Share Information with Stripe.  Subscriber expressly acknowledges and agrees that Weave may share information about Subscriber, its end users, its Customers and Subscriber’s account with Stripe.
   3. Compliance.  In connection with the exercise of Subscriber’s rights and obligations under the Terms (including, but not limited to, any related to individual privacy), Subscriber will comply, at its own expense, with all Card Association Rules, laws, policies, regulations, ordinances, rules applicable to Subscriber and its end users, its business or the Transactions and/or orders of any Governmental Authority or regulatory body having jurisdiction over the subject matter hereof, including, but not limited to, the privacy guidelines of the Card Association Rules, the Gramm-Leach-Bliley Act, the electronic communication rules promulgated by the CAN-SPAM Act and the Payment Card Industry Data Security Standard (“PCI DSS”). You shall comply with all the current policies, procedures and guidelines of Weave governing the Payments Service and shall not use the Payments Service to sell, or offer to sell, any product or service that is considered a Prohibited Activity. You shall not use the Payments Service in any manner, or in furtherance of any activity, that may cause Weave to be subject to investigation, prosecution or legal action.
   4. Third-Party Products and Services.  Your use of third-party products and services shall be governed by and subject to separate third-party product, service, software and/or license agreements. Weave will not be a party to such third-party agreements and does not warrant or guarantee any third-party product or service.
   5. Data Collection, Privacy and Security.  
      1. Subscriber’s Servers.  You are solely responsible for the security of all data, including Cardholder Data, residing on servers owned or operated by you, or a third party designated by you, such as a web hosting company or other service provider. You shall comply with all Applicable Laws, policies and regulations governing the security, privacy, collection, retention and use by you of Cardholder Data and other personal and financial information. You agree to provide notice to Cardholders on your website that discloses how and why Cardholder Data and other personal and financial information is collected and used, including uses governed by the Terms.
      2. Cardholder and Transaction Data.  You will comply with all then-current legal obligations and security measures, as applicable, including, but not limited to, those issued by the Card Associations and the Federal Trade Commission associated with the collection, security, dissemination and destruction of Cardholder Data and Transaction data, and expressly including PCI DSS. You agree that you will comply with all Weave security protocols and security advisories in effect during your use of the Payments Service. You acknowledge that you, and not Weave, are responsible for the security of Cardholder Data while in your possession. You warrant that you have taken such precautions as are necessary to ensure that your servers and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event your systems are breached and an unauthorized third party has access to or has accessed Cardholder Data or Transaction data, you shall promptly notify Weave and Stripe of such breach and take such precautions as may be necessary to prevent such breaches from occurring in the future.
      3. Transaction Authorization and Accuracy.  You acknowledge that Weave shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to Subscriber’s account, Cardholder Data or Transaction data. You may only submit Transactions that Cardholders authorize, and only after the applicable goods have been shipped or services provided to the Cardholder; except, you may submit a Transaction before goods have been shipped or services have been provided to the Cardholder where the Cardholder has authorized a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Cardholder’s consent. You must not proceed with a Transaction if (a) you know or should have known that the Transaction was fraudulent, not authorized by the Cardholder, or illegal in your or your Cardholder’s jurisdiction; (b) you receive a response declining to authorize the Transaction; or (c) the Cardholder’s ability to use a Payment Method has expired or is no longer valid. You must not submit any Transaction that duplicates a Transaction that is subject to a Dispute, or was previously disputed and subsequently resolved in your favor. Weave’s liability for improperly processed or unauthorized Transactions solely attributable to the negligence of Weave is limited pursuant to Section 13 of the Terms of Service.
      4. Data Retention.  You are solely responsible for compiling and retaining permanent records of all Transactions and Cardholder Data for Subscriber’s reference. Except as otherwise provided herein, at no time shall Weave have an obligation to store, retain, report or otherwise provide any copies or access to any records of Transactions or Cardholder Data collected or processed via the Payments Service.
   6. Disputes. You are solely responsible for responding to Dispute investigations. You agree to accept and comply with Dispute investigation requests by Weave or Stripe. You may be subject to additional fees for lost Disputes or failure to respond to a Dispute investigation. We may restrict your ability to withdraw funds or process transactions from your account if we need to conduct an investigation or resolve any pending Dispute related to your use of the Payments Services.
5. Weave’s Obligations.
   1. Usage Data.  Weave will collect, retain and disclose information and data collected from Subscriber, including data on Subscriber’s and its Customers’ use of the Payments Service, in accordance with Weave’s privacy practices and any of Weave’s agreements entered into with Stripe.
   2. Transfer of Data.  Weave, Stripe and their respective affiliates may transfer data amongst themselves as necessary for the purpose of the provision and management of the Payments Service. Weave may further transfer data:  
      1. to third parties assisting Weave in evaluating Subscriber’s eligibility for, provision of, administration and management of the Payments Service;
      2. with non-affiliated third parties who assist Weave in providing products and services that Subscriber has requested; 
      3. with third parties that provide support services to Weave or with which Weave has agreements to provide marketing services on its behalf; 
      4. as otherwise permitted by law. While Weave uses commercially reasonable efforts to safeguard data, Weave does not warrant that Cardholder Data and Transaction data will be transported without unauthorized interception or modification or that data will not be accessed or compromised by unauthorized third parties.
6. Fees.  
   1. You agree to pay Weave’s current standard rate for the Merchant Service and/or Card Not Present Service (hereinafter referred to as "Fees"), unless you and Weave have agreed otherwise in a Merchant Service quotation or order issued by Weave to you (hereinafter referred to as the “Payments Order”). All downgraded transactions (including, but not limited to, transactions in which a Card is not physically present) may be subject to additional fees. All Fees are charged at the time a Transaction is processed and are deducted first from the transferred or collected funds and thereafter from the balance of your Stripe Account. Subject to Weave’s Terms, we reserve the right to change the Fees upon commercially reasonable advance notice. 
   2. You agree to pay, or ensure that Weave is able to collect, Fees and other amounts you owe under these Terms when due. Weave may deduct, recoup, or set off Fees and other amounts you owe under these Terms, or under any other agreements you have with Weave, from your Stripe Account balance, or invoice you for those amounts. 
   3. In addition to Fees due to Weave for the Card Not Present Service and Merchant Service as set forth in the Payments Order, Stripe may charge, bill and collect fees from Subscriber, in the amounts stated in and in accordance with the terms and conditions of the Stripe Services Agreement.
7. Termination of the Payment Service.  
   1. Immediate Termination.  Without limiting the applicable provisions of the Terms, Weave may suspend or terminate Subscriber’s use of the Payments Service if(a) Weave has reason to believe that there is an alleged or actual violation by Subscriber of any laws, policies, guidelines, regulations, ordinances, rules and/or orders of any Governmental Authority or regulatory body having jurisdiction over the subject matter hereof, including, but not limited to, the Card Association Rules; (b) Subscriber uses the Payments Service to sell, or offer to sell, any product or service that is considered a Prohibited Activity; (c) Weave reasonably believes, in its sole discretion, that Subscriber’s conduct is otherwise disruptive or harmful to Weave or any third party. Such suspension may restrict your ability to withdraw funds or process transactions from your account. We will take reasonable steps to notify you of termination or these other types of Payment Service changes by email to your email address provided during registration.
      1. Merchant Subscribers agree to activate and process payments through the Merchant Service within 45 days of executing a Payments Order. Should you as a Merchant Subscriber fail to activate and use the Merchant Service within 45 days of executing your Payments Order, your use of the Merchant Service shall be terminated by Weave without any further action or notice from Weave. Upon termination of the Merchant Service, you may still utilize the Card Not Present Service at Weave’s current Card Not Present rate.
   2. Termination or Suspension of User by Stripe.  If Weave receives notice from Stripe that it has terminated or suspended its relationship with you, Weave may suspend and/or terminate your, and your end users’, right to access and use the Payments Service without notice and without liability. Such suspension may restrict your ability to withdraw funds or process transactions from your Stripe Account. In addition, Weave may suspend and/or terminate the Payments Service without notice and without liability upon receipt of notice from Stripe or your acquiring bank that you are no longer entitled to send an authorization message, settlement message or other message or payment data related to a Transaction to Stripe.
   3. Effect of Termination.  Upon termination of your use of the Payments Service for any reason, these Payment Processing Terms shall terminate and you shall:
      1. immediately pay to Weave all outstanding amounts due
      2. promptly return to Weave all Supplied Equipment, documentation and materials supplied by Weave, if any, in accordance with Section 16.3 of Weave’s Terms.
8. Disclaimer.  WITHOUT LIMITING ANY PROVISIONS OF THE TERMS, SUBSCRIBER UNDERSTANDS AND AGREES THAT WEAVE SHALL BEAR NO RISK WITH RESPECT TO SUBSCRIBER’S SALE OF PRODUCTS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY RISK ASSOCIATED WITH CARD FRAUD OR CHARGEBACKS. CUSTOMER EXPRESSLY AGREES THAT WEAVE SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO:  SUBSCRIBER’S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE SUBSCRIBER’S MERCHANT ACCOUNT; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH SUBSCRIBER’S PAYMENT ACCOUNT(S); (C) ANY CHARGEBACKS ARISING FROM TRANSACTIONS PROCESSED THROUGH SUBSCRIBER’S PAYMENT ACCOUNT(S); (D) UNAUTHORIZED ACCESS TO A SERVER, MERCHANT INTERFACE, WEBSITE, FACILITY, SUBSCRIBER DATA OR CARDHOLDER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS, INCLUDING HACKING OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND WEAVE’S REASONABLE CONTROL; OR (E) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR  BANK.
9. Third-Party Products and Services.  WEAVE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD-PARTY PRODUCTS AND SERVICES. SUBSCRIBER’S USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. WEAVE ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER WEAVE IS A RESELLER OF, OR REFERRAL AGENT FOR, SUCH PRODUCT OR SERVICE.
10. Indemnification.  Without limiting any provision of the Terms, Subscriber agrees to defend, indemnify and hold harmless Weave and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from or related to:  
    1. the reliability, accuracy or legitimacy of payment data submitted by Subscriber to Weave; 
    2. Transactions submitted by Subscriber via the Payments Service and rejected by Stripe or an issuing bank; 
    3. claims by Cardholders, including, but not limited to, claims relating to the disclosure of Cardholder Data; 
    4. any alleged or actual violation by Subscriber of any laws, policies, guidelines, regulations, ordinances, rules and/or orders of any Governmental Authority or regulatory body having jurisdiction over Subscriber and the subject matter hereof, including, but not limited to, the Card Association Rules and PCI DSS. If Subscriber causes fines and/or penalties to be charged to Weave for its violation of the Card Association Rules or PCI DSS, Subscriber agrees to immediately reimburse Weave for said fines or penalties.
11. Ratification. By accessing or otherwise using the Payments Service, you expressly acknowledge and agree to these Payment Processing Terms in addition to the Weave Terms of Service.