Payment Tender Required Terms

Updated September 18, 2024

The following attachments list and describe the terms and conditions required by each payment tender and Company agrees to such terms to the extent Radial is processing payments for Company using such tender.  Each payment tender reserves the right to make changes to these required terms from time to time in its sole discretion.  Radial will endeavor to provide Company with prompt notice of any changes and the effective date of such changes.

Attachment A – Processing Bank Terms for Visa, Mastercard and Discover

Attachment B – American Express Terms

Attachment C – PayPal Terms

Attachment D – Paze Wallet

Attachment E – Link Money

Attachment A

Processing Bank Terms for VISA, Mastercard and Discover

The Company acknowledges and agrees that (i) the Company, through Radial, is agreeing with the Processing Bank to have the Processing Bank process the transactions contemplated hereunder with respect to Visa, Mastercard and Discover transactions acquired on behalf of the Company from Orders through the Company Online Stores, and (ii) as a result of meeting the definition of a Commercial Entity or the equivalent, the Company is subject to, and agrees to be bound by, the applicable Association Rules and Processing Bank’s policies with respect to the processing of Orders received through the Company Online Stores using credit and debit cards. 

“Association” means the Visa, Mastercard and Discover Card networks. “Association Rules” means the rules and regulations developed by Visa, Mastercard and Discover that govern their member banks and merchants in the procedures, responsibilities and allocation of risk for payments made through the Associations. “Visa” means Visa, Inc. “Mastercard” means Mastercard International Incorporated.  “Discover” means the DFS Services LLC. “Card” means the applicable credit or debit card.

In the United States and Canada, the Company acknowledges that Radial is acting as a payment facilitator and an agent for the Processing Bank (a/k/a the acquiring bank) and the Company is Radial’s submerchant, as such terms are used in the Association Rules, and that the relevant portions of the MSA and these terms form a “Submerchant Agreement” between Company and Radial, as required by the Processing Bank and Association Rules. 

Radial’s Processing Banks in the United States and Canada are Wells Fargo Bank, N.A. (P.O. Box 6079, Concord, CA 94524 USA, 844-284-6834) and Wells Fargo Bank, N.A., Canadian Branch (22 Adelaide Street West, Suite 2200, Toronto, ON M5H 4E3, Canada, 844-284-6834), both processing through Adyen N.V. and Adyen Canada Ltd, as applicable.  Company acknowledges that United States law will apply to submerchants acquired in the United Sates by Wells Fargo Bank, N.A. and Canadian law will apply to submerchants acquired in Canada by Wells Fargo Bank, N.A., Canadian Branch.

Company agrees to the following Submerchant Agreement provisions:

  1. On an ongoing basis, the Company is promptly to provide Radial with the current address of each of its offices, all “doing business as” names used by the Company, and a complete description of goods sold and services provided.
  2. In the event of any inconsistency between any provision of this Submerchant Agreement and the Association Rules, the Association Rules will govern.
  3. Radial is responsible for the Card acceptance policies and procedures of the Company, and may require any changes to Company’s website or otherwise that it deems necessary or appropriate to ensure that the Company remains in compliance with the Association Rules governing the use of the Card and the Association service marks and trademarks (“Marks”).
  4. To the extent the Company becomes a high volume Merchant and meets the definition of a “Commercial Entity” or the equivalent under Association Rules, (i.e., as determined by each Association, currently $1,000,000 per year in the applicable Card for VISA and Mastercard), Company acknowledges that a Card Association may require that Company enter into a direct merchant relationship with the Processing Bank , and upon conversion, the Company will be bound by the Payment Processor’s then current Commercial Entity Agreement.  Radial will notify the Company in the event a conversion has occurred.  Radial will remain your payment processor in this relationship.
  5. With respect to the applicable Card, this Submerchant Agreement automatically and immediately terminates if the Card Association de-registers Radial or if Radial’s Processing Bank ceases to process the Card for any reason.
  6. Radial may, at its discretion or at the direction of its Processing Bank or the Association, immediately terminate the Submerchant Agreement for activity deemed by Radial, the Processing Bank or the Association to be fraudulent or otherwise wrongful.
  7. The Company shall submit only bona fide transactions for processing.  A “bona fide” transaction means a transaction that is (i) between the Company and its customer, (ii) for the sale of goods and/or services that the Company has the legal right to sell, (iii) submitted on behalf of the Company (and not on behalf of any third party), and (iv) and in compliance with applicable law and Association Rules.
  8. The Company acknowledges and agrees:
    1. To comply with all applicable Association Rules, as amended from time to time;
    2. That the Association is the sole and exclusive owner of the Marks;
    3. Not to contest the ownership of the Marks for any reason;The Association may at any time, immediately and without advance notice, prohibit the Company from using any of the Marks for any reason;
    4. The Association has the right to enforce any provision of the Association Rules and to prohibit the Company and/or Radial from engaging in any conduct the Association deems could injure or could create a risk of injury to the Association, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Association’s confidential information, or both; and
    5. The Company will not take any action that could interfere with or prevent the exercise of these rights by the Association.
  9. For Company Orders processed by Adyen, Company hereby agrees to Adyen AfP Merchant Terms and Conditions (located at https://www.radial.com/legal/adyen-afp-merchant-terms), which creates a binding Merchant Agreement between Company and Adyen.  Company agrees to abide by the Adyen restricted and prohibited list (located at https://www.adyen.com/legal/list-restricted-prohibited) and acknowledges that the sale of any restricted goods is subject to Adyen’s prior approval.

Attachment B

American Express Terms

Company acknowledges and agrees that (i) company is a “Sponsored Merchant” and Radial is a “Merchant Service Provider” under the American Express Merchant Operating Guide (located at www.americanexpress.com/merchantopguide, the “MOG”), (ii) the Company is agreeing to have Radial process transactions as contemplated hereunder with respect to American Express transactions from orders through the Company’s e-commerce stores, and (iii) as a result of meeting the definition of a Sponsored Merchant, the Company is subject to, and agrees to be bound by, the MOG with respect to the processing of such orders using American Express credit cards (for purposes of this Attachment B, “Cards”).   “American Express” means American Express Travel Related Services Company, Inc.

The MSA, this Attachment B and the MOG (together, the “Sponsored Merchant Agreement”) creates a legally enforceable agreement between Radial and Company allowing the Company to accept Cards.  Company agrees to accept Cards in accordance with the terms of the Sponsored Merchant Agreement, and any non-compliance may result in the termination of American Express payment services by Radial and/or American Express.

Further, Company agrees as follows:

  1. Company may not process transactions or receive payments on behalf of, or (unless required by law) re-direct payments to any other party.
  2. Company acknowledges that it may be converted to a direct Card acceptance relationship with American Express if and when it becomes a high value Sponsored Merchant (as determined by America Express), and upon conversion, the Company will be bound by then-current American Express Card Acceptance Agreement and that American Express may determine the fees payable by the Company for Card acceptance.  Radial will notify you in the event a conversion has occurred.  Radial will remain your payment processor in this relationship.
  3. American Express is a third-party beneficiary of the Sponsored Merchant Agreement, conferring on American Express beneficiary rights, but not obligations, of the Sponsored Merchant Agreement that will fully provide American Express with the ability to enforce the terms of the Sponsored Merchant Agreement against Company.  Company is not a third-party beneficiary of Radial’s agreement with American Express.
  4. Limitation of Liability.  In no event shall American Express or its affiliates, successors, or assigns be liable to you for any incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory) arising out of or in connection with the Sponsored Merchant Agreement or Company’s acceptance of the Card, even if advised of such potential damages. American Express will not be responsible to Company for damages arising from delays or problems caused by telecommunications carriers or the banking system, except that American Express’s rights to create reserves and exercise chargebacks will not be impaired by such events.
  5. Company acknowledges that the MOG contains, among other things, the following provisions, to which Company hereby agrees to comply:
    1. Data security standards for protection and retention of cardmember information and data incident management obligations.
    2. Authorization that Radial may terminate the provision of American Express payment services when requested by American Express.
    3. Requirement to remove all American  Express trademarks and service marks (“Marks”) from the Company website and wherever else they are displayed in connection with this Sponsored Merchant Agreement upon termination of the Sponsored Merchant Agreement or Company’s participation in Radial’s American Express payment services.
    4. Requirement that Company’s refund policies for purchases on the Card must be at least as favorable as its refund policy for purchase on any other payment tender and the refund policy must be disclosed to cardmembers at the time of purchase and in compliance with applicable law.
    5. Radial may disclose transaction data, merchant data, and other information about Company and its consumers using the Card to American Express and its affiliates, agents, subcontractors, and employees to use such information to perform its services, to operate and promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose.
    6. Dispute resolution and arbitration provisions.
    7. Requirements related to inquiries and chargebacks.
    8. Industry-specific requirements, including required disclosures for e-commerce businesses.
    9. Requirement to display American  Express Marks and otherwise honor the Card in accordance with Chapter 3 of the MOG (“Card Acceptance”), including treatment of the American Express Marks, brand and cardmember information, and prohibited goods and services.  Except as expressly permitted by Applicable Law, Company must not:
      1. indicate or imply that you prefer, directly or indirectly, any payment tender over the Card,
      2. try to dissuade Cardmembers from using the Card,
      3. criticize or mischaracterize the Card or any American Express service or program,
      4. try to persuade or prompt Card members to use any payment tender or any other method of payment (e.g., payment by check),
      5. impose any restrictions, conditions, disadvantages, or fees when the Card is accepted that are not imposed equally on all other payment tenders, except for electronic funds transfer, cash or check,
      6. suggest or require Cardmembers to waive their right to dispute any transaction,
      7. engage in activities that harm the American Express business or the American Express brand (or both),
      8. promote any other payment tenders (except your own private label card that you issue for use solely at your establishments) more actively than you promote the Card, or
      9. convert the currency of the original sale transaction to another currency when requesting authorization or submitting transactions (or both).

Attachment C

PayPal Terms

Paypal Services Agreement For Radial Clients

Whereas, PayPal, Inc. (“PayPal”) partners with Radial to enable the Company to utilize PayPal payment services (“PayPal Services”).   The Company agrees to the following as a condition of its use of the PayPal Services on the Company websites and other e-commerce stores that are supported by Radial (“Company Stores”):

  1. Authorization Regarding PayPal Tender.  The Company acknowledges and agrees as follows:
    1. The Company will receive funds resulting from its use of the PayPal Services through PayPal accounts, which PayPal will open on the Company’s behalf (the “PayPal Conduit Accounts”).  The Company acknowledges that the PayPal Conduit Accounts will be accessed only by PayPal and Radial; and the Company will not have any ability to log-in to the PayPal Conduit Accounts.
    2. The funds received into the PayPal Conduit Accounts shall be consolidated and transferred into the Company’s designated bank account in accordance with the terms of the agreement between Radial and PayPal.
    3. The Company authorizes PayPal to open the necessary PayPal Conduit Accounts. The PayPal Conduit Accounts are opened in the Company’s name and on its behalf.  The Company authorizes PayPal to work with Radial in the administration and management of the PayPal Conduit Accounts as described in the MSA and these terms, including in the distribution of funds received into the PayPal Conduit Accounts.
    4. For the provision of PayPal Services, the Company agrees to the current online terms and conditions that are herein incorporated by this reference as a condition to the Company’s use of PayPal Services with the Company Stores.  Such current terms are set forth below for convenience.

      The PayPal Privacy Policy:  https://www.paypal.com/us/webapps/mpp/ua/privacy-full
      The PayPal User Agreement: https://www.paypal.com/us/webapps/mpp/ua/useragreement-full
      The PayPal Commercial Entity Agreement: https://www.paypal.com/us/webapps/mpp/ua/ceagreement-full

Attachment D

Paze Wallet Terms

The Company acknowledges that Radial has entered into a distribution agreement with Early Warning Services, LLC (dba “Paze”), providers of the PazeSM wallet service, (the “Paze Agreement”) in order for Radial to support the Paze wallet service (the “Service”) for the Company, and that the Paze Agreement requires certain provisions to be passed through to the Company (a “Merchant”).  The Company acknowledges and agrees to comply with all provisions set forth below (the “Paze Wallet Terms”).  The Company agrees to perform such obligation and shall be fully responsible for any non-compliance (either by action or omission) of any obligations hereunder.

  1. Eligibility. In order for an entity to be eligible to participate as a Merchant in the service, it must:
    • be based in or operating in the U.S.
    • accept payment credentials supported by the Service
    • be in good standing and able to process payment transactions with applicable payment networks
    • maintain an agreement with Radial, an approved distributor of the Service
    • offer each customer the option to use their Paze wallet for payment transactions
  2. Required Service Terms: At all times that Merchant is providing access to the Service, Merchant will:
    1. comply with applicable laws and regulations, and applicable payment network rules, including, but not limited to, Payment Card Industry (PCI) requirements and “honor all cards” requirements
    2. comply with the Service Documents
    3. honor customer elections with respect to payment transaction methods where Paze is present and available
    4. provide all customer disclosures, notices, and options required under applicable law and applicable privacy requirements, and/or obtain all customer consents, authorizations, permissions, and approvals required under applicable privacy requirements, in order to provide or otherwise make available information or data to Paze for use in the Service
    5. access and use the Service solely for its intended use
  3. Service Documents.  The Service Documents are available through the Radial developer portal (login required) and can also be obtained from Paze by contacting support@paze.com. Service Documents include the Distributor Operating Rules, Service Technical Specifications, and all other guides, manuals, policies, and bulletins released by Paze from time to time.

Attachment E

Link Money Terms

The Company acknowledges that Radial has entered into an agreement with Link Financial Technologies, Inc. (dba “Link”), providers of the Link ACH payment service, and that Link requires certain provisions to be passed through to the Company (a “Merchant”).  The Company acknowledges and agrees to comply with all provisions set forth below (the “Link Terms”).  The Company agrees to perform such obligation and shall be fully responsible for any non-compliance (either by action or omission) of any obligations hereunder.

  1. Required Service Terms: At all times that Merchant is providing access to the Service, Merchant will:
    1. not submit or permit the submission of any payment request that is not the product of a bona fide transaction. A “bona fide” transaction means a transaction that is (i) between the Merchant and its customer, (ii) for the sale of goods and/or services (or a refund for such a sale) that are Merchant’s property or that Merchant has the legal right to sell, and (iii) legal, properly authorized by the customer, nonfraudulent to the best of Merchant’s knowledge, and is enforceable, collectible, and in full compliance with this Agreement and all applicable laws.
    2. not submit transactions that represent the collection of a dishonored check or the collection, transfer, or refinancing of any existing or prior debt or obligation, and not attempt to recharge a customer for an item that has been the subject of a pending return by the customer.
    3. for recurring transactions, comply with all applicable laws and regulations, including, but not limited to, all of the requirements of the Electronic Funds Transfer Act (15 USC 1693), as implemented by Regulation E (12 CFR Part 1005).
  2. Merchant acknowledges:
    1. Link may reject any payment request at its discretion. Link shall not be liable for the rejection of any payment request. Link shall have no obligation to transmit payment requests if the Merchant is in default of any of its obligations.
    2. An individual customer’s weekly payment limit with Merchant is $25,000 and Link will not facilitate payments above that amount. An attempted transaction that brings the total payments per customer to $25,000 or more for the week will result in a failed transaction.