Terms of Service

Overview:

Welcome to Seamless Chex. We developed this software to make it easier for you to accept checks from your customers so you can focus on your own product or service. We are a subscription service that provides our customers access to software that verifies certain checking account information such as routing numbers and allows our clients to print checks. We are not a check processing company and in no way do we handle any transfer of funds. WE DO NOT GUARANTEE ANY CHECK WILL CLEAR AND WILL NOT BE HELD ACCOUNTABLE FOR ANY BANK FEES.

The Terms of Service described hereto constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the Application page (sometimes referred to as “you”, “your”, and/or “user”) and Seamless Checks LLC (“Seamless Chex”, or “Seamless”).

These Terms of Service govern your use of our service. As used in these Terms of Service, “Seamless Chex service,” “our service”, “Seamless service” or “the service” means the service provided by Seamless Chex for verifying certain checking account information, including all features and functionalities, website, and user interfaces, as well as all content and software associated with our service.

Section A: The Seamless Chex Service

1.Acceptance of Terms of Service
These Terms of Service, which include our Privacy Policy govern your use of the Seamless Chex service. By using the Seamless Chex service, you accept and agree to these Terms of Service. If you do not agree to these Terms of Service, do not use the Seamless Chex service. By electing to use our service you hereby agree to these Terms of Service.

2.Changes to Terms of Service

Seamless may, from time to time change these Terms of Service. Such revisions shall be effective immediately; provided however, for existing customers, such revisions shall, unless otherwise stated, be effective 30 days after posting.

3.Privacy

Personally identifying information is subject to our Privacy Policy, the terms of which are incorporated herein. You acknowledge that you have received, read in full, and agree with the terms of our Privacy, linked to and incorporated into this Agreement by reference.

4.Use of Service

a. Unauthorized Account Activities. By using our service, Merchant is completely and solely responsible for any and all activities which occur under Merchant’s account whether authorized or unauthorized. Merchant agrees to notify Seamless immediately of any unauthorized use of Merchant’s account or any other breach of security known or should be known by Merchant.

b. Fraudulent Check Requests. By using our service, Merchant agrees that any and all financial institution information, account number and routing number are true and correct. In no event shall Seamless be criminally or civilly liable for any fraudulent checks whatsoever.

c. Non-sufficient Funds. By using our service, Merchant is completely and solely responsible for any and all financial institution accounts information that is provided to Seamless to perform Merchant’s requested service to have sufficient funds to cover the check that has been generated by Seamless Chex. In no event shall Seamless Chex be liable for any NSF fees or any other administrative or punitive fees incurred by any financial institution where a check(s) that has been delivered to Merchant or to Merchant’s financial institution and has been returned due to non-sufficient funds.

5.Restricted Use

As a condition of Merchant’s use of Seamless’ services, Merchant agrees not to provide any information that is unlawful, illegal, harmful, threatening, abusive, harassing, degrading, defamatory, libelous, infringing, discriminatory, prejudice, invasive and/or exploitive to any other persons or entities in any way. Merchant agrees not to obtain or attempt to obtain any materials and/or information through and by any means non-intentionally made available, disclosed or provided through Seamless’ services. Merchant agrees to use Seamless Chex’s services for its sole intended purposes. In no event shall Merchant use Seamless’ services in a manner that will violate any local, state, federal or international law, rules and regulations in regards to unauthorized disclosure of any 3rd party personal private information, such as name, address, SSN, DOB or financial information, etc. In the event Merchant violates this provision, Merchant shall protect, defend, indemnify and hold harmless, Seamless Checks, LLC from and against any and all loss, damage, injury, liability, judgments and claims thereof arising out of, connected with, incident to, or otherwise directly or indirectly resulting from Merchant’s violation of this provision. In addition, Merchant shall not resell or make any commercial use of the Service without the express written consent of Seamless Checks, LLC.

6.Security and Fraud Controls

Seamless is responsible for protecting the security of Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. We recommend that you review our Privacy Policy which will help you understand how we collect, use and safeguard the information you provide to us.

7.Passwords & Account Access
You agree not to give or make available your password or other means to access your account to any unauthorized individuals. If you permit Authorized Users or other persons to use the Service or your password or other means to access your account, you are responsible for any transactions as they authorize or process. If you believe that your password or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission you must notify us at once at 888-998-2439.

8.Commercially Reasonable Effort and No Guarantee

Due to circumstances beyond our control, particularly delays in handling and posting Bill Payments by the Payee or financial institutions, some Bill Payment transactions may take longer to be credited to your account. We will bear no responsibility for any late payment related charges due to the actions of others or that are outside of our direct control. You agree that this Website is being offered as a service only. You acknowledge and agree that we will take commercially reasonable steps to ensure the validity of each check you enter into/through our website. We do not guarantee funds and if funds are not available when processed through your financial institution it is your sole responsibility to collect said funds. In addition, we do not guaranty that once funds have been verified that the status of your client’s bank/financing account will not change prior to the withdrawal or depositing of funds. We do not process ACH transactions. By accepting this Agreement, you acknowledge and agree that all checks are processed directly to your client’s banking/financing institution by demand drafts, or sent to the address you provided for your customer, as directed by you.

9.NACHA Compliance

In order to provide ACH, check processing and other related services in accordance with the Rules and Regulation the parties hereto agree as follows. MERCHANT agrees to comply with all rules at the time each entry is initiated by the MERCHANT with respect to NACHA’s most recent Guidelines and that each entry shall in no way breach any Federal, State, or local statute of regulation pertaining to and for electronic funds transfers and/or electronic check re-presentment, including the Electronic Funds Transfer Act and Regulation E, and all such other laws and regulations including the Operating Rules of NACHA.

10.Disclosures and Notices

You agree that Seamless can provide disclosures and notices regarding the Service to you by posting such disclosures and notice to our website, emailing them to the email address listed in your Seamless Chex Account, or by mailing them to the address listed in your Seamless Chex Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.

Section B: Membership, Free Trials, Billing, & Cancellation

1.Ongoing Membership

Your Seamless Chex membership, which may start with a free trial, will continue month-month unless and until you cancel your membership or we terminate it. You must provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use the Seamless Chex Service. We will bill the monthly membership fee to your Payment Method. You must cancel your membership before it renews each month in order to avoid billing of the next month’s membership fees to your Payment Method.

2.Free Trials

Your Seamless Chex membership may start with a free trial. The free trial period of
your membership lasts for 14 days or 5 checks, or as otherwise specified during sign-up. For combinations with other offers, restrictions may apply. Free trials are for new customers only. Seamless Chex reserves the right, in absolute discretion, to determine your free trial eligibility.

We will begin billing your Payment Method for monthly membership fees at the end of the free trial period of your membership unless you cancel prior to the end of the free trial period. We may authorize your Payment Method through various methods, including authorizing it up to approximately one month of service as soon as you register.

You will not receive a notice from us that your free trial period has ended or that the paying portion of your membership has begun. CLICK FAQ UNDER THE “HOW DO I CANCEL?” TAB FOR INSTURCTIONS ON HOW TO CANCEL. OR, SND AN EMAIL TO SUPPORT@SEAMLESSCHEX.COM INDICATING YOUR DESIRE TO CANCEL. We will continue to bill your Payment Method on a monthly basis for your membership fee until you cancel.

3.Billing

a.Recurring Billing. By starting your Seamless Chex membership and providing or designating a Payment Method, you authorize us to charge you a monthly fee at the then current rate plus any other charges you may incur in connection with your use of the Seamless Chex service to your Payment Method. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotion offers, changing or adding a plan, or exceeding your prepaid number of checks, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges.

b. Price Changes. We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provide for in these Terms of Service, any price changes to your service will take effect following email notice to you.

c.Billing Cycle. The membership fee for our service will be billed at the beginning of the paying portion of your membership each month thereafter unless and until you cancel your membership. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying membership. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. As used in these Terms of Use, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. Unless otherwise stated different, month or monthly refers to your billing cycle.

4.No Rollover

Each membership plan includes a prepaid number of checks/verifications per 30-day period. We do not offer refunds for unused checks or rollover unused checks for future periods.

5.Exceeding Your Prepaid Limit

In the event you exceed your prepaid number of checks during any particular 30-day period, we will bill you at a rate equal to your current package. For instance, if you pay $99.99 for 100 checks and you enter 120 checks, we will charge you an additional $19.99 ($.9999/check). FURTHERMORE, WE WILL NOT NOTIFY YOU WHEN YOU REACH OR EXCEED YOUR LIMIT.

6.No Refunds

PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.

7.Payment Methods

You may edit your Payment Method information by visiting our website and clicking on the “Your Account” link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.
8.Cancellation

You may cancel your Seamless Chex membership at anytime. WE DO NOT PROVIDE REFUNDS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS OR PERIODS WITH UNUSED CHECKS. TO CANCEL, CLICK FAQ UNDER THE “HOW DO I CANCEL?” TAB FOR INSTRUCTIONS ON HOW TO CANCEL, OR SEND AN EMAIL TO SUPPORT@SEAMLESSCHEX.COM INDICATING YOUR DESIRE TO CANCEL.

Section C: License, Termination, and Other General Legal Terms

1.License to Use the Service & Trademarks

Seamless Checks, LLC grants you a personal, limited, revocable, non-exclusive, non-transferrable license, without the right to sublicense, to electronically access and use Seamless Chex Service solely to verify and print a prepaid number of checks in a manner consistent with this Agreement and any other relevant documentation provided to you. The Service includes our website, software, documentation, tools, Internet based services, components, images, and any updates thereto provided to you by Seamless Chex. We may terminate this license at any time in the event that you use the Service in a manner inconsistent with this license.

2.Ownership

The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Service and all copies of the Service. All content included or available on Seamless Chex’s website, including site design, text, graphics, illustrations, interfaces, and the selection and arrangements thereof is the property of Seamless Checks, LLC, with all rights reserved with respect to copyrights and trademarks. Any use of materials on Seamless Chex’s website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission and consent from Seamless Checks, LLC is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy Seamless Chex’s web pages or the content contained therein without prior written permission and consent from Seamless Checks, LLC.

For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; trademark, trade dress and service mark rights; goodwill; trade secret rights; and other intellectual property rights that now exist or may hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

3.Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance and/or by actually using the Service) and continues so long as you use the Service or until terminated by you or Seamless.

4.Termination

You may terminate this Agreement by closing your Seamless Chex Account at any time by following the instructions on our website which is also detailed in Section B8 above. We may terminate this Agreement and close your Seamless Chex Account at any time and for any reason effective upon providing you notice in accordance with Section A8 above.

5.Effects of Termination

Upon termination, we will immediately discontinue your access to the Service. You will not be refunded or credited for partially used credits if your access to or use of the Service is terminated or suspended. Termination does not relieve you of your obligations as defined in this Agreement.

Upon termination you agree to (i) immediately cease your use of the Service, (ii) discontinue use of any Seamless Chex or other trademarks licensed under this Agreement, and (iii) immediately remove any Seamless Chex references and logos from your website. In addition, upon termination, you understand and agree that (iv) the license granted under this Agreement shall end, (v) we reserve the right to delete all of your information and account data, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account date, and (vii) you are liable to us for any fees or other amounts incurred by you through your use of the Service prior to termination.

6.Your Liability

You are responsible for all claims, demands, fines, fees, penalties and other liability arising out of or relating to your use of the Service and your breach of this Agreement. You are responsible for any fraud and lost or stolen information caused by you or by your customers.

Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Seamless Checks, LLC and its respective employees, affiliates, members, representatives and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of our relating to (i) your breach of any provision of this Agreement; (ii) your use of the Service; (iii) negligence or willful misconduct of your employees or agents; and (iv) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions.

7.Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell products and services. Furthermore, Merchant warrants and represents that any and all information provided or disclosed to Seamless Chex is accurate and current. Furthermore Merchant warrants and represents he/she has the full legal power, authority and capacity to provide or disclose such information to Seamless Chex. In no event shall Seamless Chex assume any liability of any kind in connection to or arising out of any misrepresentation, misleading, deceptive or false information provided or disclosed by Merchant. THE FOREGOING WARRANTIES IN THIS PARAGRAPH IS IN ADDITION TO ALL OTHER APPLICABLE WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Merchant agrees to protect, defend, indemnify and hold harmless, Seamless Checks, LLC from and against any and all loss, damage, injury, liability, judgments, violations and claims thereof arising out of, connected with, incident to, or otherwise directly or indirectly resulting from; (i) any and all information that was inaccurate, misinterpreted, mishandled or loss by Seamless Chex or by any financial institution, (ii) any inaccurate, unreliability or incompleteness of any service(s) provided by any financial institution and (iii) any inaccurate, incorrect, misleading, misrepresenting, deceptive or false information provided or disclosed by Merchant. Any and all warranties herein shall survive the termination of this Agreement. All and all information disclosed by Merchant shall be subject to Seamless Chex’s Privacy Agreement.

8.Third-Party Liability

In delivering Seamless Chex’s services to Merchant, Seamless Chex may send printed check(s) to financial institutions for cashing at Merchant’s request. These financial institutions are 3rd parties and are independently owned and operated. Seamless is not affiliated or employed with 3rd parties whatsoever. In no event shall Seamless be liable or held responsible under the use of any of Seamless Chex’s services, for any acts or omissions caused by any 3rd party for any consequential, special, indirect or other damages, whether based in contract, tort or otherwise, even if Seamless has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

9.No Warranties

All of the information and material provided with respect to Seamless Chex’s services are provided are on an “As-Is” and “As Available” basis. To the fullest extent permitted by applicable law, in no event does Seamless Chex represent, warrant or guarantee of any kind, that Seamless Chex’s service will be free from any delay, failure, interruption, corruption or otherwise from any financial institution or delivery carrier. THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

10.Limitation of Liability and Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEAMLESS CHECKS, LLC BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES IN CONNECTION WITH RELIANCE ON, USE OR MISUE OF INFORMATION CONNECTION WITH THE USE OF OUR SERVICES OR FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE OR DATA, ARISING OUT OF OR RELATED TO SEAMLESS CHEX’S WEB SITE OR THE USE OF SEAMLESS CHEX’S SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF SEAMLESS CHECKS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Service is controlled and operated from facilities in the United States. Seamless makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations.

11.Forum/Choice of Law

Seamless Chex’s website and Seamless Chex services are operated and provided in the State of New York. As such, Seamless Chex is subject to the laws of the State New York, and as such these terms and conditions are made under and shall be govern, construed and interpreted according to the laws of the New York, without regard to its conflict of law principles. Seamless makes no representation that its website or its services are appropriate, legal or available for use in other locations. Accordingly, if Merchant chooses to access Merchant’s site Merchant agrees to do so subject to the internal laws of the State New York. In the event that these terms and conditions are breached, any and all disputes must be settled binding arbitration.

12.Arbitration

In the event of dispute between the parties herein, each party agrees to settle their dispute in binding arbitration. Arbitration shall be pursuant to and governed by the rules of the American Arbitration Association. An Arbitrator shall be mutually selected between the parties herein. The Arbitrator shall have the authority to award costs to whichever party he/she deems appropriate. Costs for arbitration may be equally split between the parties herein. If in the event the Arbitration does not resolve the parties disputes herein, any parties reserves the right to seek legal or injunctive relief in any Federal or State court in the State of New York.

13.Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software that we in our sole discretion deem to be reasonable in the circumstances, such as on our website or any other website maintained or owned by us. Any use of the Service or software after our publication of any such charges shall constitute your acceptance of this Agreement as modified.

14.Assignment

This Agreement, any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.

15.Parties

This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger or acquisition) or any permitted assigns.

16.Severability

If any of the provisions herein are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the terms and conditions as a whole.

17.Entire Agreement

This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Seamless Chex with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Seamless agreement or policy relating to the subject matter herein, this Agreement shall prevail. Except as expressly provided herein, these terms and conditions describe the entire liability of Seamless Chex and define your access and use of the Service. If any provision of this Agreement (or any portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue to be in full force and effect.