Olo Pay Terms & Conditions

Last Updated: June 27, 2024

1. Definitions

In these Terms & Conditions, the following definitions shall apply:

Acquirer / Acquiring Bank
A third party entity, such as a financial institution, bank, or other third party that is authorized by a Scheme Owner to enable the use of a Payment Method by accepting Transactions from Merchants on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the Merchant.

Authorization
The process whereby an End User (or Merchant on End User’s behalf) requests permission for a Payment Method to be used for a particular purchase of Merchant’s Service(s) or Merchant’s Product(s).

Business Day
A day other than a Saturday or Sunday on which banks are open for business in the United States.

Capturing
The confirmation by the Merchant to the Acquirer that a Transaction for which it received an Authorization is to be executed and funds withdrawn from theEnd User’s account, processed, and transferred to the Merchant.

Card
Any form of Credit Card or Debit Card, which may be used by an End User to carry out a Transaction on such End User’s Card.

Card scheme
Any party that administers card schemes including but not limited to Visa, MasterCard and other comparable parties providing Cards.

Card Verification Method / CVM Code
The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for MasterCard: CVC2; for American Express: CID. Collectively referred to as CVM Code.

Cardholder
Any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorized user.

Chargeback
An action taken on the request of an End User or the Issuer pursuant to the relevant Scheme Rules to trigger a dispute resolution process. When successful, the Chargeback results in a cancellation of a Transaction for  which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction and the Merchant already received Settlement of the related funds, the Chargeback will result in the unconditional obligation for the Merchant to immediately return the Settled funds to Payment Facilitator, to enable Payment Facilitator to return such funds to the Scheme Owner or Acquirer.

Delivery Date
The date on which the complete Merchant delivers the good(s) or service(s) to the End User who paid for the corresponding Transaction.
End User Individual(s) or entity(ies) that place an order for Merchant’s Product(s) and Merchant’s Service(s) and provide payment information to pay for the Merchant’s Product(s) and/or Merchant’s Service(s) through Payment Facilitator’s Services.

Fine
Any fine, uplifted service fee or other additional payment as imposed by the Scheme Owners and/or Acquirers to the Merchant and/or Payment Facilitator, as a result of situations including, but not limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive Fraud levels or excessive Chargeback levels.

‍‍‍Holdback
Sums that Payment Facilitator may in its sole discretion without prior notice hold in reserve against Merchant's account during exposure or potential exposure to high frequency of refunds or chargebacks or following significant variations in monthly sales volumes so as to ensure that there are sufficient funds held in the Merchant's account to meet potential refund and chargeback requests. Should Payment Facilitator be subject to or have reasonable cause to believe that it may be exposed to any negative Merchant account balance, or any claims, fines, or penalties, non-compliance charges or additional fees levied by the Scheme Owner or Acquirer due to acts or omissions of the Merchant or as a result of default, breach, termination of the agreement, fraud, money laundering, illegal, unauthorized or improper actions of Merchant, Payment Facilitator may, in its sole discretion and without prior notice hold back in reserve for a period of time, as Payment Facilitator deems necessary, sums to make its financial position secure and whole.Issuer / Issuing Bank An institution that issues Payment Methods to the End User and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the End User with respect to the Payment Method.

Platform
The solution made available by Payment Facilitator for use by Merchant to offer various payment methods to End Users to pay for Merchant Product or Merchant Services.

Merchant
The party entering into a Merchant Agreement with Payment Facilitator and for which Payment Facilitator processes Transactions related to the Merchant Service and Merchant Products of the Merchant.

Merchant Agreement
Any terms agreed to in the application process, as well as the terms of any documents referred to in the application process (such as these Terms and Conditions) that comprise the agreement entered into between Payment Facilitator and the Merchant for the provision of the Services to Merchant, including all Schedules and other documents appended thereto by reference.‍

Merchant Product / Merchant Service
A product/service which the Merchant is selling and for which Transactions are processed.

Order Currency
The Currency in which the Transaction is originally offered to the End User.

Payment Currency
The Currency in which a Transaction is processed.

Payment Details
The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by Payment Facilitator and to perform fraud checks, including details regarding the Card, the End User, relevant authentication details and the payment amount.

Payment Facilitator
Olo Inc., a Delaware corporation with its headquarters located at 99 Hudson Street, Floor 10, New York, NY 10013, and the entity offering the Platform through which the Merchant connects with End Users.Payment Interface An electronic connection method provided by Payment Facilitator to the Merchant for providing the Payment Details for individual Transactions allowing Payment Facilitator to provide its Services with respect thereto.

Payment Method
A method of enabling payments by End Users to Merchants such as Cards, online and offline bank transfers and direct debits offered by the Scheme Owners.

Prohibited and Restricted Products and Services List
A list of prohibited and restricted products and services defined by Payment Facilitator (available here).

Refund
A reversal (including a partial reversal) of a particular Transaction on the initiative or request of the Merchant, whereby the funds are reimbursed to the End User.

Reserve
Payment Facilitator may, in its sole discretion, retain an amount from each Settlement in reserve to meet any potential Chargeback and Refund Requests and settle to the Merchant at a later date if no Chargebacks, Refunds, or other exposure occurs. A reserve may be a Rolling Reserve or require a Reserve Minimum.

Rolling Reserve
Payment Facilitator, in its sole discretion, sets a rolling reserve to be a percentage of each payment due to the Merchant. The amount will be held in reserve for a period of 90 days from the date of the payment to the Merchant to meet potential Chargeback and Refund Requests. Such reserves may be increased in the retention period and the reserve percentage amount where Payment Facilitator determines there to be a significant increase in exposure or risk.

Reserve Minimum
In lieu of or in addition to, Payment Facilitator may, in its sole discretion, set a minimum reserve level to meet any potential Chargeback and Refund requests. A reserve minimum may be increased when Payment Facilitator determines there to be a significant increase in exposure or risk.

Scheme Owner
The party offering and/or regulating the relevant Payment Method.

Scheme Rule The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method. Payment Facilitator may make extracts and summaries of the Scheme Rules available to Merchant, but only the then current applicable Scheme Rules as issued by the relevant Scheme Owner are binding on Merchant.

Service(s)
The collective set of payment processing, fraud control, reconciliation, reporting, Settlement and other services as provided by Payment Facilitator to the Merchant to enable the Merchant to use Payment Methods to receive payment from its End Users.

Settlement The payment of amounts owed by the Payment Facilitator to the Merchant, owed with respect to settlements received by the Payment Facilitator from Acquirers or Scheme Owners for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, fees, and Holdback and Reserves, if any.  “Settle” and “Settled” shall have the corresponding meanings.

Software
The collective set of programs and data developed and/or operated by Payment Facilitator as needed to provide the Service to its Merchants, including the Payment Interface.

Terms and Conditions
The current version of these terms and conditions of Payment Facilitator.

Transaction
An Authorization request of an End User for a payment from the End User to the Merchant submitted by Merchant to Payment Facilitator.

Uncompleted Order Amount
The total amount of Authorized, Captured and/or Settled Transactions for the Merchant on any point in time, for which the Merchant Products and/or Merchant Services have not been delivered to the relevant End Users at that time and/or for which the return rights or order cancellation rights of the End User under the terms and conditions of the Merchant and/or applicable law have not yet lapsed.

2. Description of the Services

2.1 Payment processing
Merchant will be using the Services via the Platform. The Merchant is obliged to ensure all data that Payment Facilitator requests to be provided for a Transaction, including those needed for fraud checks, are provided. If the Merchant fails to provide the requested data with each Transaction, Payment Facilitator may suspend Transaction processing and/or Transactions may be refused by the relevant Scheme Owners or Acquirers. Payment Facilitator may revise the required data needed to process Transactions from time to time by informing Merchant as needed to be able to process such Transaction and conduct fraud checks under applicable Scheme Rules. Payment Facilitator is required to (i) access Transaction level data to provide support to Merchant at the level of individual Transactions, (ii) technically manage user settings of the Merchant with respect to the Services on Merchant’s behalf (e.g. 3D Secure, fraud control settings), and (iii) comply with all applicable Scheme Rules.

2.2 Merchant Registration and KYC check
In order to enable Payment Facilitator to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC (‘Know Your Customer’) requirements imposed by law and the Scheme Owners and Acquirers, Merchant must, when entering into the Merchant Agreement and periodically thereafter on Payment Facilitator’s (or its designee’s) first request, provide certain information about itself and its activities (the “Registration Information”). Merchant warrants unconditionally that all Registration Information it provides is correct and up to date. Merchant must update Registration Information that becomes inaccurate.

Merchant will provide Payment Facilitator with at least 3 Business Days prior written notice of any change to the Registration Information. Merchant will on first request from Payment Facilitator provide such additional information and supporting documentation as Payment Facilitator may reasonably determine to need to ensure compliance with applicable laws and regulations and Scheme Owner and Acquirer KYC requirements. Merchant agrees that Payment Facilitator may run further checks on Merchant’s identity, creditworthiness and background by contacting and consulting relevant registries, government authorities and Merchant relations. Payment Facilitator will process Merchant’s Registration Information in accordance with applicable privacy laws.

Payment Facilitator’s acceptance of Merchant as user of the Services and the relevant Payment Methods is limited to the use by Merchant of the Services for payment of Merchant’s own products and services. Merchant may not use the Services to facilitate the payment for products or services sold by third parties and therefore may not resell the Services to third parties. Merchant shall only use the Services in the pursuit of its trade, business, craft or profession.

Support for each Payment Method is subject to acceptance by the relevant Scheme Owner or Acquirer used by the Scheme Owner, which such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time. Merchant hereby authorizes Payment Facilitator to submit Registration Information received from Merchant to the relevant Scheme Owners and Acquirers and their agents to obtain permission for providing access to their Payment Methods for Merchant.

2.3 Payment Method Support
Supported Payment Methods as part of the Services may change from time to time. Payment Facilitator will give at least 1 month notice (through the Platform) of any discontinued or changed support of any Payment Method, unless this is not reasonably possible.

Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Payment Facilitator may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Where possible Payment Facilitator will use its reasonable efforts to give Merchant prior notice (through the Platform) of any such change or cancellation with respect to a Payment Method.

2.4 Payment Currency
Payment Facilitator will have the right to offer the End User the option to use a different currency than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (unless another currency is agreed or the Merchant does not make a bank account available for Settlement in the Order Currency). Payment Facilitator makes no guarantee that it will provide the option to use currencies other than U.S. dollars. Available currencies may change at any time without notice.

2.5 Fraud control
Merchant shall take all available steps and precautions to prevent fraud, theft, and/or misappropriation of End User information. As part of performing the Services, Payment Facilitator may conduct fraud checks. Merchant acknowledges that such fraud checks may delay transactions and payment collection from End Users, In the event End User seeks to cancel an order due to such delay, Payment Facilitator will not be liable to the Merchant for such cancellation, Payment Facilitator reserves the right to cancel Transactions that it has reasonable grounds to suspect are fraudulent or involving other criminal activities.  Payment Facilitator is under no obligation to share any fraud-related information with Merchant or End User. 

In the event Payment Facilitator reasonably believes that Merchant and/or its End Users are attempting to engage, or is engaging in manipulative, fraudulent, illegal or criminal activities using the Services, Payment Facilitator may, in its sole and absolute discretion (i) withhold payments to Merchant pending further investigation by Payment Facilitator, (ii) suspend the Services provided under the Merchant Agreement, (iii) terminate the Merchant Agreement, (iv) set up any appropriate Holdback or Reserves, (v) increase fees charged under the Merchant Agreement, (vi) initiate any appropriate debit relief of Merchant’s bank accounts. Merchant will be solely liable for any such fraudulent, illegal, or criminal activity, and Payment Facilitator shall not be required to pay any sums to Merchant in respect to such activities. Payment Facilitator reserves the right to investigate as it deems necessary and to inform relevant regulatory or legal authorities, Scheme Owners, and Acquirers.

2.6 Settlements
Funds from the End User charged for the validly processed Transactions of the Merchant (which are Acquired via Payment Facilitator) are settled  to Merchant’s designated bank account - either (i) received funds net of the fees agreed between Payment Facilitator and Merchant, or (ii) disbursing all received funds to Merchant which in turn pays fees, amounts due for Chargebacks and Returns, and amounts due for Holdback or Reserve out to Payment Facilitator, as applicable.  Merchant is the creditor of the received funds and holds sole power of disposition over such funds. The settlement is based on the binding Merchants’ settlement instructions.

Payment Facilitator is only obliged to provide Settlement of Transactions for which it has received settlement(s) by the Acquirer or the Scheme Owner. It is Merchant's responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time through the Platform) are acceptable to the Merchant. This is specifically relevant for certain Payment Methods that are not monitored and regulated by governmental financial services authorities, such as but not limited to non-Card Scheme related prepaid cards and Short Message Service and Interactive Voice Response payments. Merchant understands and agrees that Payment Facilitator will not compensate Merchant for late or non-performance, insolvency or bankruptcy of the Acquirer or Scheme Owner due to which Merchant receives late Settlement or no Settlement at all for processed Transactions.

The Payment Facilitator reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities or likely to become subject to a Chargeback by Payment Facilitator and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of Payment Facilitator's investigation, that of the relevant Acquirer or Scheme Owner or that of a third party nominated by any of these parties. Merchant will give its full cooperation to any such investigation.

No interest will be due over amounts held by the Payment Facilitator prior to Settlement of such funds to the Merchant.

2.7 Required Data
Merchant shall from time to time on the first request of  Payment Facilitator provide all required information regarding the then current actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authorization and the related Delivery Date. Further, Merchant shall provide Payment Facilitator on its first request with all requested information on Merchant’s then current ability to provide the Merchant Products and Services it sells by means of the Services, its financial status, solvability and liquidity.

2.8 Merchant Obligations and Restrictions
Merchant may only use the Services for payment of those Merchant Products and Services which Merchant agreed to be offered through the Platform. The Merchant shall not use the Services for the payment of Merchant Products and/or Merchant Services (i) in manner that is inconsistent with the intended purpose of the Services; (ii) where it is illegal to offer or provide these to or from the relevant country and/or (iii) which are stated in Payment Facilitator's Prohibited and Restricted Products and Services List. This list may be updated at any time at Payment Facilitator’s sole discretion where needed to ensure legal compliance, compliance with Scheme Rules, prevent high levels of Chargebacks and/or to reduce exposure to potentially fraudulent or illegal transactions. Payment Facilitator’s acceptance of Merchant as customer does not in any way indicate that Payment Facilitator has deemed Merchant’s Products and Services and/or Merchant’s intended use of the Services to comply with applicable laws, rules, or regulations and Payment Facilitator provides no warranty that any goods or services are legal and valid for sale by Merchants.

The Services of Payment Facilitator should not be used (and Transactions may not be submitted for processing) for the prepayment for Merchant Products and Services with respect to which the Delivery Date is in part or in whole more than 6 months after the date the Transaction is submitted for processing.‍

Merchant shall have all required contact and other identifying information on its website for purposes of informing End Users of complaint, warranty, and refund rights.

Merchant shall at all times comply with the Scheme Rules, and terms of the Electronic Payments Association (NACHA), Automated Clearing House (ACH), Federal Trade Commission (FTC) regulations, Payment Card Industry (PCI) standards, and applicable financial services regulations to the extent such rules and terms apply to the Services.

Merchant shall, during the Transaction for which a Refund may be sought, make known to End User clearly in writing during the checkout process before the End User submits a Transaction, Merchant's Refund policy and procedures and required fees assessed. Merchant is responsible for any costs incurred by reason of a Refund, such as shipping fees. Merchant's Refund policy shall be compliant with all relevant Scheme Rules, Federal Trade Commission (FTC), and applicable legal requirements, and there shall be no differentiation of the treatment of refunds between various Payment Methods.

The relevant Scheme Owner is the sole and exclusive owner of its marks. Merchant shall not contest the ownership of any relevant Scheme Owner or credit card company marks.

Merchant is bound by Scheme Rules as published by the Scheme Owner websites, including relevant best practices and guidelines, and Merchant agrees to continually review such websites to determine whether any relevant amendments or changes have occurred.

Scheme Owners have the right to enforce Scheme Rules against Payment Facilitator and Merchant including the right to prohibit Merchant from engaging in any conduct that any  Scheme Owner in its sole discretion deems likely to injure or cause risk of injury to it or its reputation or that may adversely affect the integrity of the credit card interchange system or confidential information as defined in the Scheme Owner Rules.

2.9 WARNING – Scheme Owner Fines:
For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant Fines. The Scheme Owners do this to protect the End Users, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs. Key examples of Scheme Rules which are subject to such Fines: (i) using the Payment Method for other Merchant Products and Services than those for which the Merchant received express authorization to use it for; (ii) using the Payment Method for Merchant Products and Services which are violating applicable laws; (iii) using the Payment Method to sell Merchant Products and Services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, illegal drugs, arms, gambling); (iv) using the Payment Method for the benefit of a third party / reselling the use of the Payment Method to a third party; (v) if the percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level; (vi) if a Merchant breaches its security or confidentiality obligations with respect to Payment Details (see clauses 4.1 and 4.3 for more information on this); or (vii) if a Merchant engages in fraudulent or misleading activities.

Merchant is strongly advised to regularly review the then current Scheme Rules (made available by the Scheme Owners via their respective websites) and relevant changes to laws applicable to its Merchant Products and Services and business practices to ensure compliance with applicable Scheme Rules. If Merchant is unable to comply with any Scheme Rules, Merchant must stop using the relevant Payment Method immediately. For the avoidance of doubt, the Scheme Rules and these terms remain applicable to previously processed Transactions for Merchant.

Where Payment Facilitator becomes aware of a potential Fine related to any Merchant behavior, Merchant will on first request provide all reasonable cooperation to help investigate the relevant circumstances and remedy the relevant violation. Where possible Payment Facilitator will share relevant feedback received by Merchant with the Acquirer/Scheme Owner handling the potential Fine so it can be taken into consideration by the Acquirer / Scheme Owner.

2.10 Taxes
Merchant is responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld in connection with the use of the Services. Merchant is solely responsible for collecting, withholding, reporting, and remitting any taxes to the appropriate tax authority. Payment Facilitator is not obligated to, and will not, determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising out of Merchant's use of the Services. Any tools that Payment Facilitator provides as part of the Services to calculate amounts are provided without warranty and solely for Merchant's convenience.

Merchant agrees to defend, hold harmless and indemnify Payment Facilitator from and against any taxes or levies including penalties, interests, or surcharges ("Taxes") due on any product or service of Merchant (including but not limited to any Transactions, Merchant Products and Merchant Services) and costs or damages related to such Taxes. Merchant shall (i) apply all reasonable efforts to ensure that Payment Facilitator cannot be held liable for any Taxes and costs or damages related to such Taxes, (ii) shall promptly inform Payment Facilitator of any such liability and (iii) shall provide Payment Facilitator with all relevant information and documentation in that respect. Furthermore, Merchant shall be liable to Payment Facilitator for any such Taxes and costs or damages related to such Taxes.

‍3. Set-Off

Without prejudice to any right to set-off which Payment Facilitator may be entitled to as a matter of law, Payment Facilitator may set-off any amounts due to the Merchant against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Payment Facilitator under, in connection with, or pursuant to the Terms and Conditions and/or the Merchant Agreement.

4. Integration

4.1 Integration via Partner
Merchant will integrate with Payment Facilitator’s Payment Interface.

4.2 Changes to Software
Payment Facilitator reserves the right, at any time at its sole discretion, to change or amend the Software and the interface, to provide the Merchant with a new version thereof, and/or to change the functionality and characteristics of the Software. No changes will be implemented by Payment Facilitator which materially reduce functionality of the Services that Payment Facilitator explicitly committed to provide under the Merchant Agreement, except where this is made necessary by: (i) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) the need for increased security due to security risks identified by Payment Facilitator or (iv) to comply with applicable law or Scheme Rules, or (v) other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly impacted by a material reduction of functionality due to a change in the Software, it may terminate the Merchant Agreement on written notice to Payment Facilitator within 1 month after Payment Facilitator has provided notice of the change.

4.3 Security of Payment Details
Merchant shall not copy, capture or intercept Payment Details such as credit card numbers, CVM Codes, or ‘PIN’ codes that are provided by the End User for payments to be processed via the Services. This rule is imposed by the Scheme Owners to protect End Users against misuse of their Payment Details (like credit card numbers) and is strictly enforced by the Scheme Owners, and violators of this rule may be subject to Fines imposed by the Schemes Owners. If Payment Facilitator has reason to believe that Merchant is copying, capturing or intercepting Payment Details, Payment Facilitator has the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify and hold Payment Facilitator harmless from any losses, claims (including applied Fines by the Scheme Owners), costs or damage incurred by Payment Facilitator  as a result of Merchant’s breach of this obligation.

5. Merchant Communications

All first line communications with the Merchant regarding the use of the Services will run through the Platform except that Payment Facilitator reserves the right to send legal notices and correspondence through other means. 

6. Service level agreement

6.1 Uptime commitment payment interface
The Payment Interface is the part of the Payment Facilitator’s payment platform which handles the processing of Transactions. Merchant will submit Transactions via this Payment Interface. Merchant shall immediately notify Payment Facilitator  if it experiences any Payment Interface downtime and shall reasonably cooperate in investigating and resolving any such downtime.

Payment Facilitator will use reasonable efforts to avoid having to take the Payment Interface offline to execute planned maintenance. Should under exceptional circumstances such maintenance nevertheless prove necessary, Payment Facilitator will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential Transactions for all its Merchants. Should under emergency situations (e.g., in case of force majeure event, data breach, or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Payment Facilitator will use best efforts to keep the required downtime to the absolute minimum.

7. Chargebacks and Refunds

7.1 Chargebacks
Merchant shall take all reasonable steps to ensure that the Merchant Products and Services are actually delivered in accordance with applicable laws, descriptions or other materials provided to End Users, and orders placed by the End User. If Payment Facilitator has reason to suspect that Merchant is not delivering its Merchant Services or Merchant Product on or prior to the Delivery Dates used to calculate the Uncompleted Order Amount and/or if Payment Facilitator has reason to suspect that the Merchant Products or Merchant Services for which Payment Facilitator processes Transactions are fraudulent, likely to cause high Chargeback volumes and/or illegal, Payment Facilitator has the right to suspend Settlement of all related Transactions and/or block Authorizations therefor until Payment Facilitator  determines in its sole discretion that the relevant Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the End User.

7.2 Refunds
Refunds will be charged as a Transaction by Processor and a Refund fee may be applied by Payment Facilitator on notice to Merchant, if manual intervention is needed or additional costs are incurred by Payment Facilitator or charges are imposed by an Acquirer or Scheme Owner to process such Refund. Payment Facilitator will not execute a Refund (meaning the relevant sum will not be returned by Payment Facilitator to the relevant End User, directly or via the relevant Acquirer / Scheme Owner) if the funds for this cannot be subtracted from the next Settlement or are not funded otherwise. Payment Facilitator will not cover the cost of a Refund on Merchant’s behalf.

7.3 Chargeback Management
Payment Facilitator may place Merchant into Payment Facilitator’s excessive Chargeback management monitoring program or under a Scheme Owner’s excessive Chargeback monitoring program if in Payment Facilitator’s or the Scheme Owner’s sole discretion, there is an undue commercial risk or excessive volume of Chargebacks. Merchant shall be liable in respect of all charges relating to such programs and for any fees, assessment, penalties, or fines levied by the Acquirer or Scheme Owner In relation to said excessive Chargebacks.

8. Property Rights

The property rights in the Software and other materials and all other intellectual property rights related to the Services are owned by Payment Facilitator and its licensors. The Merchant Agreement does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by Payment Facilitator solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via the Platform from time to time.

9. Confidentiality, Security and Privacy

9.1 Confidentiality
All information relating to the Merchant or to Payment Facilitator and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content, is considered “Confidential Information”. Each party remains the owner of all data made available to the other party. Merchant acknowledges that the terms of the Merchant Agreement and any information provided by Payment Facilitator with respect to its Services (including communications from Payment Facilitator’s support functions) are Confidential Information.

Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:

• to share Confidential Information solely with personnel and representatives of the parties which need to access such information in order to exercise rights and obligations under the Merchant Agreement; and
• to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except where necessary for Payment Facilitator to perform the Services.

• The obligation to maintain confidentiality does not apply to information:
  • available to the general public;
  • disclosed to one of the parties by a third party without any obligation of confidentiality;
  • already in the possession of or known to one of the parties at the time of disclosure;
  • developed independently of the Confidential Information by the other party; or
  • if and to the extent one of the parties and/or their employees are legally required to disclose such information.
• The obligation of confidentiality as described in this clause shall remain in effect following the termination of the Merchant Agreement, regardless of the grounds for termination.
  The following data is to be considered confidential, without need for special mention:
  • all financial data;
  • any agreed Merchant specific terms and conditions in the Merchant Agreement, if applicable; and
  • all user manuals, guides and any Software relating to Payment Facilitator’s products and services.

Merchant and Payment Facilitator shall comply with its obligations under the Olo Pay Data Protection Addendum, available at www.olo.com/data-protection-addendum, which is hereby incorporated by reference.‍

9.3 Use of Services
The Merchant shall only use the Services for the purposes agreed herein and shall not perform or allow to be performed any actions detrimental to the security or performance of the Services without Payment Facilitator’s prior written consent.

9.4 Users; Accounts
To access certain aspects of the Services, Merchant must have an account. Multiple users may be associated with and manage a single account. Each account must designate an individual authorized to serve as the “Principal User” on the account. The Principal User may be required to provide information about themself and the business and agrees that any information submitted to Payment Facilitator will be correct, accurate, and up to date. Each account is registered to the corresponding individual user or business only and may not be transferred to a third party under any circumstances.

10. Representations and Warranties

Merchant represents to Payment Facilitator that (a) it is eligible to use the Services and has the right, power, and ability  to enter into and perform under the greement; (b) the name provided to Payment Facilitator on the application is the name under which Merchant will sell Merchant Products/Services; (c) any Transaction submitted by Merchant will represent a bona fide sale by Merchant; (d) any Transaction submitted by Merchant will accurately describe the Merchant’s Products/Services sold and delivered to End User; (e) Merchant will fulfill all obligations to each End User for which a Transaction is submitted to Payment Facilitator and will resolve any End User dispute or complaint directly with the End User; (f) all Transactions initiated by Merchant will comply with all federal, state, and local laws, rules, and regulations applicable to Merchant’s business including any applicable tax laws, rules, and regulations; (g) except in the ordinary course of business, no Transaction submitted by Merchant through the Services will represent a sale to any principal, partner, proprietor, or owner of Merchant; (h) Merchant will not use the Services, directly or indirectly, for any fraudulent undertaking or in a manner so as to interfere with the use of the Services; and (i) the Merchant’s use of the Services will be in compliance with the terms.  ‍

11. Transactions

Merchant agrees: It shall not set any surcharges of its own for accepting any credit card transactions other than allowed by Scheme Rules or applicable law.

Transactions passed by Merchant shall represent a bonafide sale or rental of merchandise or services that have not been previously submitted.

Merchant shall not pass any transaction that it has notice or knowledge of being fraudulent or unauthorized or intercept any transaction data.

Merchant shall not add any improper or invalid tax to a transaction nor make any alteration to the transaction information without the authorization of the respective End User or provide incomplete or misleading information relating to a transaction.

Unauthorized, irregular, or fraudulent charges, or charges made on a non-valid card, or excessive charges beyond stated prices, payment for undelivered Merchant Products/Services or charges issued through hacking are not collectible and shall remain the full responsibility of Merchant and Payment Facilitator shall be fully indemnified by Merchant in respect thereof.

Merchant shall not request or use an account number for any purpose other than as payment for Merchant Products and Merchant Services. 

Unless required by law, Merchant shall not process any transactions or receive any payments on behalf of another party or redirect payments to another party.

Merchant shall not require an End User to complete a postcard or similar device that includes the Payment Method’s account number, card expiration date, signature, or any other card account data in plain view when mailed.

Merchant shall not disburse funds in the form of travelers checks if the sole purpose is to allow the End User to make a cash purchase of Merchant Products/Services.

Merchant shall not disburse funds in the form of cash unless Merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Merchant), or Merchant is participating in a cash back service.

Merchant shall not submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Merchant, irrespective of End User approval.

Merchant shall not accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt.

Merchant shall not accept a card to collect or refinance an existing debt that has been deemed uncollectable.

Merchant shall not submit a transaction that represents collection of a dishonored check.

Merchant agrees that under no circumstance will Merchant store cardholder data in violation of applicable law or Scheme Rules including but not limited to the storage of track-2 data. Merchant shall not retain or store magnetic stripe data subsequent to the authorization of a sales transaction. 

12. Term and Cancellation

12.1 Term
The term shall be set forth in the Merchant Agreement.

12.2 Termination
Payment Facilitator has the right to terminate the Merchant Agreement and/or stop processing or Settlement of Transactions for Merchant immediately in part or in whole if:

• Payment Facilitator reasonably suspects that the Merchant Services/Products for which Payment Facilitator provides the Service to Merchant are violating applicable law.
• Merchant has materially changed the type of Merchant Services/Products or introduced new Merchant Services/Products without obtaining PaymentFacilitator’s  prior written permission to use the Services for the new or changed Merchant Services/Products;
• Merchant materially breaches any of the terms of the Merchant Agreement, the Scheme Rules, the Olo Data Protection Addendum and/or applicable laws in connection with its use of the Services.
• An Acquirer or Scheme Owner requires Payment Facilitator to suspend the provision of Services to Merchant or has changed its rules or operating guidelines in such a way that makes further provision of Services unreasonable or impracticable with respect to such Acquirer or Scheme Owner.
• Payment Facilitator reasonably believes that Merchant is or is likely to become insolvent and/or unable to provide a material part of the Merchant Products/Services.
• The Merchant Agreement has been terminated or has otherwise expired.

13. Liability

13.1 No Liability for Third Parties
Payment Facilitator shall only be liable for its own acts or omissions and not for acts or omissions of third parties. This exclusion expressly applies to acts or omissions of Scheme Owners and Acquirers or with respect to events or activities originating outside the Payment Facilitator systems (such as internet disturbances or malfunctions in third party systems), unless such events were caused by the gross negligence or willful misconduct of Payment Facilitator.

13.2 Limitation of Liability
Payment Facilitator’s total liability to Merchant for breach of contract, tort or under any other legal theory in any calendar year shall be as set forth in the applicable Merchant Agreement, or if not set forth therein the total liability shall be equal to $[10,000]. Payment Facilitator shall not be liable for any special, indirect, or consequential damages (including any loss of profit, business, contracts, revenues or anticipated savings, or damage to goodwill) as a result of breach of contract, tort or under any other legal theory.

Neither Payment Facilitator, Merchant nor any other party to the Merchant Agreement excludes or limits its liability under the Merchant Agreement for willful misconduct, death, fraud or personal injury.

14. Indemnification

If any claims for damages, costs and expenses are asserted against Merchant by third parties asserting that these third parties are the owner of any rights regarding the Software and/or systems of Payment Facilitator, Payment Facilitator shall indemnify Merchant without delay from these third-party claims, including Merchants reasonable costs of its legal defense, and offer Merchant the necessary assistance in its legal defense.

Merchant shall indemnify and hold Payment Facilitator harmless from any claim (including legal fees) brought against Payment Facilitator by any third party (expressly including Scheme Owners and Acquirers and their claims for payments of Fines) as a result of Merchant's breach of the terms of the Merchant Agreement, applicable laws and/or the Scheme Rules applying to the Payment Methods used by Merchant.

15. General Provisions

15.1 Provision of the Services
Merchant is responsible for any Internet connection and telecommunications fees and charges incurred when accessing the Services.

15.2 Transfer
PaymentsFacilitator may, at any time, assign or otherwise transfer the Merchant Agreement to an affiliate or subsidiary, without the prior consent of the Merchant.

15.3 Null provisions
In the event that any provision in the Merchant Agreement (including these Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including these Terms and Conditions) shall remain applicable.

15.4 Entire agreement; Order of precedence
The Merchant Agreement contains all the commitments between the parties and replaces all other prior contractual commitments between the parties. No representation, warranty or undertaking by any party shall have any force or effect unless expressly reduced to writing and repeated in the Merchant Agreement, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the Merchant Agreement, expressly excluded to the fullest extent permitted by law. For the avoidance of doubt, to the extent the terms of these Terms and Conditions conflict with a separate signed writing (such as a Master Services Agreement) between the parties, the terms of such signed writing shall control.

‍15.5 Changes to the Terms and Conditions
Payment Facilitator may revise these Terms and Conditions from time to time on 30 days written notice to the Merchant. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Processor (such termination notice to be sent no later than 30 days after Merchant has received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which Payment Facilitator implements in order to comply with applicable law, regulations or requirements imposed by the relevant Acquirers and/or Scheme Owners or financial regulators. For such imposed changes shorter notice periods may be applied by Payment Facilitator as is needed to comply with the relevant requirement.

15.6 Online Contracting – written confirmation
If Merchant has entered into the Merchant Agreement with Payment Facilitator via any online means, Payment Facilitator may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Terms and Conditions) by means of a written document signed by an authorized representative of the Merchant. If Merchant does not comply with such request within 5 working days after receiving a request by Payment Facilitator to do so (which request may be issued to Merchant via the contact email address Merchant provides in connection with the Merchant Agreement, or via the Platform), Payment Facilitator reserves the right to suspend part or all of the Services until Merchant has complied with such request.

15.7 Financial, Compliance, and Security Audits
Merchant will allow Payment Facilitator and/or any relevant Acquirer to conduct financial, compliance, and/or security audits upon seven (7) days written notice or twenty-four (24) hours notice including but not limited to in the case of suspected fraud, unlawful or prohibited transactions, security concerns or security breach. Such audits shall include the right to examine all relevant accounts, books, financial data, bank records, customer details, and contact creditors, clients and partners, and security policies and records, server hosts, security certificates and server records and out-sourced arrangements. Merchant shall promptly provide access to all necessary documentation, and give full cooperation and disclosure as required to complete such audits.

16. Settlement of Disputes

16.1 Dispute handling
The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfillment of the Merchant Agreement. This Article 14.1 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.

16.2 Applicable law and jurisdiction
The Merchant Agreement and these Terms and Conditions are governed by New York law. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfillment of the Merchant Agreement shall be submitted to the exclusive jurisdiction of the competent courts in New York County, New York.