Product-Specific Terms for HiMama Payments
These Product-Specific Terms for HiMama Payments (these “HiMama Payments Terms“), are additional terms and conditions that form a part of and are subject to the HiMama General Terms of Service made available at https://www.himama.com/terms (the “Terms of Service”). These HiMama Payments Terms set forth the terms and conditions upon which HiMama, Inc. (“HiMama”, “we”, “us”) offers you, our client (“you” or “your”), access to HiMama’s proprietary cloud-based software-as-a-service solution made available through the WebSite and/or any HiMama mobile application (the “HiMama Payments Service”). Access to the HiMama Payments Service is provided solely in accordance with, and subject to these HiMama Payments Terms, the Terms of Service, and the Sales Order. Capitalized terms used in these HiMama Payments Terms and not otherwise defined herein shall have the meanings provided in the Terms of Service.
This is a legally enforceable contract. By clicking “I Agree” to the Terms of Service, these HiMama Payments Terms, or by accessing or otherwise using the HiMama Payments Service, you agree to be bound by these HiMama Payments Terms, the Terms of Service, and the sales order you submitted to us in connection with these HiMama Payments Terms (the “Sales Order”). If you do not agree to all such terms, do not access or use the HiMama Payments Service.
From time to time, HiMama may modify these HiMama Payments Terms in the same manner in which the Term of Service may be modified in accordance with the terms thereof.
1. Summary of HiMama Payments Service
1.1 Overview. The HiMama Payments Service allows you to accept payments via credit card, debit card, ACH, and a variety of other payment applications including processing cards bearing the trademarks of Visa®, MasterCard®, Discover®, and American Express® and utilizing the payment applications from Apple Pay®, Google Pay® and other payment applications (collectively, the “Networks”). The HiMama Payments Service will enable the collection, transmission, and data storage for payment processing through third-party payment processing services providers (“Payment Processors”). We will use any financial transaction data (“Transaction Data“) obtained from your customers and clients (“Payers”) only in the provisioning of the HiMama Payments Service; provided, however, we may use the Transaction Data in an aggregate form combined with the data of other HiMama Payers for statistical analysis and reporting. HiMama is not a depository institution and does not offer banking services or Money Service Business services as these terms are defined by the United States Department of Treasury. HiMama does not receive Payer funds on your behalf; all Payer funds are paid to you by the applicable Payment Processors pursuant to your Processing Agreement (defined below). HiMama has no responsibility or liability to you resulting from a Payment Processor’s failure to pay Payer funds to you. You are not a third party beneficiary under, nor do you have any rights under, our contracts with third parties including Payment Processors, Networks, or banks.
1.2 Processing Agreement. Payments you receive from your Payers will be processed via the HiMama Payments Service. In order to provide the HiMama Payments Service, we must enter into agreements with Networks, Payment Processors, and banks. These third parties require that you enter into direct Merchant Account Agreements (“Merchant Agreement”) or Sub-Merchant Agreement (“Sub-Merchant Agreement”) with the Payment Processor(s) of record and use of the HiMama Payments Service requires your acceptance of these relevant Merchant Agreements and Sub-Merchant Agreements. For purposes of these HiMama Payments Terms, “Processing Agreement” shall be defined as your Merchant Agreement or Sub-Merchant Agreement, whichever is applicable to you. As of the date of these HiMama Payments Terms, HiMama uses the service of Worldline and Payrix Solutions, as Payment Processors, with their respective Agreements located at (https://www.bambora.com/en/ca/terms-conditions/) and (https://portal.payrix.com/terms). HiMama may also uses Apple Pay® and Google Pay® as payment methods, and their terms and conditions can be found at https://payments.developers.google.com/terms/sellertos and https://developer.apple.com/apple-pay/terms/apple-pay-web/. By accepting these HiMama Payments Terms and using the HiMama Payments Service, you acknowledge and agree that you have read and accepted, and agree to be bound by and comply with, your Processing Agreement and payment method terms, as may be amended from time to time without prior notice to you. We may change, replace, or terminate the services of any Payment Processor or any Network offering in the HiMama Payments Services upon notice to you. In the event of replacement of a Payment Processor, the addition or removal of a Network offering in the HiMama Payments Services, or the addition or removal of any payment method, you understand and agree that you may be required to execute additional terms and conditions associated with such a replacement. You acknowledge and agree that your continued use of the HiMama Payments Service constitutes your agreement to such additional terms and conditions and you will be subject to such revised terms. You further understand and agree that any breach by you of your Processing Agreement or any other agreement with any Payment Processor, payment method or the like shall be deemed to be a breach by you of these HiMama Payments Terms.
2. HiMama Payments Service General Terms
2.1 Background Checks. Use of the HiMama Payments Service requires you to provide business and personal information about you necessary to enable HiMama and the Payment Processors to verify your identity and otherwise comply with applicable laws and Network rules. If you do not provide all requested information, you will not be permitted to use the HiMama Payments Service.
2.2 Payouts. Funds processed through the HiMama Payments Service will be disbursed to you by Payment Processors pursuant to the terms and conditions set forth in your Processing Agreement, interest free, less any applicable HiMama Payments Processing Fees (as defined below) on a frequency determined by the Payment Processors and/or Networks. Notwithstanding anything to the contrary herein, you acknowledge and agree that the Payment Processors and/or Networks may withhold, suspend or delay disbursement of funds to you as set forth in your Processing Agreement.
2.3 Direct Deposit ACH Form. You shall provide HiMama with a completed Authorization Agreement for Direct Deposits (ACH Credits) with your Taxpayer Identification Number (TIN) to permit the applicable Payment Processors and/or Networks to make deposits to your bank account in accordance with your Processing Agreement. Funds collected using the HiMama Payments Service may be withheld until you provide a completed Authorization Agreement to HiMama and your depository bank account used in connection with the HiMama Payments Service has been successfully verified.
2.4 Refunds. It is your responsibility to communicate your refund policy to your Payers. You shall ensure that your refund policy is consistent with the Agreement and your Processing Agreement. All communications or disputes regarding refunds are between you and your Payers.
2.5Reconciliation: Debit of Your Account. You understand and agree that the Payment Processors and/or Networks may, without prior notice to you, debit your bank account in accordance with the terms and conditions of your Processing Agreement. If the Payment Processors and/or Networks are unable to collect any negative balance on your account using offset of your disbursement or debit of your bank account, HiMama shall have the right to invoice you any unpaid balance which shall be subject to interest at a rate of 12% per anum.
2.6Transaction Limits. Unless otherwise pre-approved in writing by HiMama, the per transaction limit for an individual transaction processed in connection with the HiMama Payments Service will be $25,000. This limit may be lowered by the Payment Processors and/or Networks without notice to you.
2.7 Reserve. You acknowledge and agree that a reserve account may be established under your Processing Agreement to satisfy any of your actual or potential delinquent obligations under these HiMama Payments Terms or your Processing Agreement (the “Reserve Account”). The Reserve Account will be established, administered and maintained in accordance with the terms and conditions set forth in your Processing Agreement.
2.8Taxes. You acknowledge and agree that, if payments processed through your HiMama account in a given calendar year exceed either (a) $20,000 in gross sales or (b) 200 transactions, HiMama is required to report those transactions to the Internal Revenue Service, along with your name, address and Tax Identification Number.
2.9Information Security. HiMama will implement and maintain information security controls, policies and procedures that include administrative, technical and physical safeguards consistent with all applicable laws, rules, and regulations and generally accepted industry standards applicable in its industry, including without limitation, as applicable, the then-current Payment Card Industry Data Security Standard (as made available at https://www.pcisecuritystandards.org/pci_security/ (“PCI DSS”), that are designed to: (a) maintain the security and integrity of Transaction Data in HiMama’s possession or control; (b) protect against anticipated threats or hazards to the security or integrity of the HiMama Payments Service; and (c) protect against unauthorized access or use of such Transaction Data. You understand and acknowledge that in certain circumstances, information regarding minors may be a part of the Transaction Data, and all such information will be maintained and protected in accordance with all protections and standards required in this Agreement and under applicable law. You acknowledge and agree to comply with all of your responsibilities set forth in this Agreement and your Processing Agreement with respect to PCI DSS compliance.
2.10 Nondiscrimination Policy. Unless exempt from applicable laws that otherwise prohibit such discrimination, you represent and warrant that your organization does not discriminate against any person or group of people in its hiring and employment practices, codes of conduct, programs, services or in any other aspect of its operations or activities on the basis of that person or group of people’s personal characteristics or attributes. For clarity, discrimination, as defined includes, but is not limited to; hiring and employment policies or practices that discriminate against a person or group of people on the basis of their sexual orientation or gender identity, even if such policies and practices are permitted under applicable law.
3. Your Responsibilities
3.1 Use Restrictions. Without limitation of the terms of the Terms of Service, in connection with your access to and use of the HiMama Payments Service, you shall:
3.1.1 Administer security within your technical systems and environments (your “Solution”) used in connection with the HiMama Payments Service (e.g., granting of user rights to your Solution).
3.1.2 Maintain your authorized users’ desktops and provide authorized users with network access to the HiMama Payments Service.
3.1.3 Use reasonable precautions to ensure security for integration between your Solution and the HiMama Payments Service.
3.1.4 Maintain compliance with the PCI DSS.
3.1.5 Maintain and observe all reasonable security measures to protect your Solution from unauthorized control, tampering, or other unauthorized access.
3.1.6 Comply with all applicable laws, rules, and regulations including laws regarding privacy and protection of consumer data and comply with the Visa Cardholder Information Security Program (www.visa.com/cisp), the Mastercard Site Data Protection Program (https://www.mastercard.us/en-us/merchants/safety-security/security-recommendations/site-data-protection-PCI.html) and all other applicable rules of the applicable Networks, including American Express®, MasterCard®, Discover® Apple Pay®, Google Pay® and Visa®, as well as the General Data Protection Regulation (https://gdpr-info.eu/ ) as related to consumer information of constituents within the European Union.
3.1.7 Provide all disclosures to and obtain all consents from each Payer, in each case as required by the Networks and applicable law, prior to transmitting information relating to such Payer to the HiMama Payments Service or relevant Payment Processor.
4. Fees
4.1 HiMama Payments Processing Fees. Processing fees shall apply to all financial transactions with or through the Networks conducted by you through the use of the HiMama Payments Service. Processing fees applicable to the HiMama Payments Service (“HiMama Payments Processing Fees”) are those fees and other amounts set forth in the Sales Order. HiMama Payments Processing Fees may be amended from time to time by HiMama upon notice to you.
4.2 Platform Fees. HiMama may assign a software service fee through the HiMama Payments Service in place of a subscription fee(s) (“Platform Fees”). If applicable, Platform Fees shall apply to all financial transactions conducted by you through the use of the HiMama Payments Service and are set forth in the Sales Order. Platform Fees may be amended from time to time by HiMama upon notice to you.