BatteryGo Technologies Inc
Services Agreement

Introduction

This BatteryGo Technologies Inc Services Agreement (“Agreement”) is a legal agreement between you or the entity you represent (“you” and “your”) and BatteryGo Technologies Inc (“BatteryGo”) governing your use of BatteryGo’s software, payment processing services, and card reader (together, the “Services”). This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or BatteryGo terminates it (this period, the “Term”).
Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.

1. Relationship

BatteryGo is what is called a “Payment Service Provider” or “Payment Facilitator”. As such, BatteryGo Provider, and not you, will serve as the merchant of record with Visa, MasterCard, Google Pay, Apple Pay, American Express and other networks, or associations (the “Card Associations”) with regard to purchases (each, a “Transaction”) by your customers in which credit or debit cards bearing the service mark of Card Association (each, a “Card”) are presented for payment.
BatteryGo is not a bank, it does not offer banking services as defined by the United States Department of the Treasury, and it is not in the business of providing money transmission or other money service business services as defined by the U.S. Department of the Treasury. BatteryGo serves as your agent in completing Transactions with your customers. In furtherance of this relationship, you authorize BatteryGo (i) to submit Transactions to, and receive settlement from, the Card Associations and the applicable payment processors and bank sponsors through which BatteryGo processes your Transactions (collectively, “BatteryGo Providers”), (ii) to hold, receive, and disburse funds on your behalf, and (iii) to generate a paper draft or an electronic funds transfer to process each Transaction that you authorize. Your authorizations will remain in full force and effect until your BatteryGo Account is closed or terminated.

2. Payment Transactions

You have been given a unique BatteryGo Account (the “BatteryGo Account”) through which your Transactions will be recorded by BatteryGo. Your BatteryGo Account will permit you to accept and submit Transactions on a compatible mobile device. Your use of the Services will be subject to, and you agree to be bound by, all of the rules and requirements of the BatteryGo Providers, as applicable to your activities under this Agreement. Since the Provider Terms and Conditions may change from time to time, it is important that you review them with regularity.
By continuing to use your BatteryGo Account, you agree to accept and abide by such changes.

Provider Terms and Conditions: Without limitation, you agree to abide by the following Provider Terms and Conditions:

  1. You will only submit Transactions authorized by the cardholder. You will only submit valid and completed Transactions for the sales of goods or services you sold or delivered to your customer, and the Transactions shall describe the goods or services accurately. Any Transaction shall be free and clear of all liens, claims, charges or other Encumbrances, except sales taxes.
  2. You will not use the Payment Processing Services, directly or indirectly, for any fraudulent or illegal undertaking; and you will only use the Payment Processing Services in a manner consistent with the Agreement. No Transaction will represent a sale to any principal, partner, proprietor, or owner of you, if you are an entity.
    Prohibited and Restricted Business: By creating an account with BatteryGo you agree that you will not be accepting payments for or in connection with the following prohibited and Restricted businesses: (1) Any illegal products and services, (2) Adult content and services, (3) Content creation, (4) Debt relief companies, (5) Gambling, (6) Government services, (7) Identity services, (8) Products and services that infringe on intellectual property rights, (9) Some legal services (Bankruptcy attorneys, Bail bonds, Law firms collecting funds for purposes other than legal service fee payment), (10) Lending and credit, (11) Marijuana, Nutraceuticals and pseudo pharmaceuticals, (12) Non-fiat currency, (13) Travel, (14) Unfair, deceptive, or abusive acts or practices (Pyramid schemes, Multi-level marketing services, “Get rich quick” schemes, Telemarketing, Predatory mortgage consulting), (15) Weapons, firearms, explosives and dangerous materials. BatteryGo reserves the right to modify, alter, or change this list at its sole discretion at any time with or without notice.
  3. You will maintain a fair policy for the exchange, refund and return of goods sold and the adjustment of services rendered. You will post that policy at or before the Transaction occurs and in accordance with the Provider Terms and Conditions, and such policy must comply with the Provider Terms and Conditions. You will not give cash refunds to a customer in connection with a Transaction, unless required by law, and not accept cash or any other item of value for preparing a Transaction refund.
  4. You will use all reasonable methods to resolve disputes with your Customers, including those resulting in a Dispute, and not attempt to recharge a Customer for a Transaction that was previously charged back and subsequently returned to you unless the recharge is expressly authorized by the Customer
  5. You will maintain fraud and chargebacks below thresholds set by BatteryGo, BatteryGo Providers, or the Card Associations which one is less. If your chargeback rate exceeds this threshold, you may be subject to additional fees or restrictions on your account.
  6. You will accept, without discrimination, all valid Cards properly presented by customers for payment for goods or services. With respect to VISA and MasterCard products, you may elect to accept credit cards or debit/prepaid cards or both, as reflected on the merchant application you completed with BatteryGo (the “BatteryGo Application”), and you must display appropriate signage to display the same. You agree to pay for any additional fees incurred as a result of your subsequent acceptance of Transactions with any VISA or MasterCard product that you have elected not to accept.
  7. You may establish a minimum Transaction size for accepting Cards so long as such amount does not exceed $10, or such other amount established by law, and such minimum Transaction size requirement does not discriminate between Card issuers or between Card Associations. You may not impose a maximum Transaction size on Transactions, or add a fee to a Transaction.
  8. You will ensure compliance with rules adopted by any Card Associations relating to the privacy and security of cardholder and card transaction data, including without limitation the Payment Card Industry Data Security Standard (“PCI DSS”), as they may be amended from time to time.
Any inconsistency between the BatteryGo Provider Terms and Conditions and this Agreement shall be resolved in favor of the BatteryGo Provider Terms and Conditions. You may use the Services only to the extent that you obey all laws, rules, and regulations applicable to your use of the Services. You may only use the Services in the fifty states of the United States of America and the District of Columbia. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party. You also may not use the Services to process cash advances. BatteryGo reserves the right to reject any Transaction that you submit for settlement.

3. Services Fees and Taxes

The Fees are stated on the BatteryGo Pricing Page, unless you and BatteryGo otherwise agree in writing. BatteryGo may revise the Fees at any time. If BatteryGo revises the Fees for a Service that you are currently using, BatteryGo will notify you at least 30 days before the revised Fees apply to you. You will not be permitted to continue to use the Services unless you consent to the changes in Fees. To withdraw your consent, you will need to close your BatteryGo Account. BatteryGo’s fees exclude all Taxes, except as the BatteryGo Pricing Page states to the contrary. You have sole responsibility and liability for: (a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and (b) assessing, collecting, reporting and remitting Taxes for your business.

4. Suspension

BatteryGo may temporarily suspend or delay payments to you or withhold or reserve your funds in order to secure your performance of your obligations to BatteryGo or BatteryGo Providers. This action may arise for any reason, including the occurrence or suspected occurrence of Transaction chargebacks or refunds, for which you are responsible. A chargeback will occur if the Transaction (a) is disputed, (b) is reversed for any reason, (c) was not authorized or BatteryGo has any reason to believe that the Transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of this Agreement. The amounts suspended, delayed or reserved shall be initially determined, and may be increased or decreased, in BatteryGo’s reasonable discretion as necessary to cover potential financial exposure on the part of BatteryGo. You grant BatteryGo a security interest in and lien on any and all funds held in any such reserve, and also authorize BatteryGo to make any withdrawals or debits from such reserve, without prior notice to you, to collect amounts that you owe BatteryGo. This security interest survives for as long as BatteryGo holds your funds in reserve.

5. Recovery

BatteryGo may recover, recoup, set off or deduct the amount of any chargeback and any associated Fees, fines, or penalties listed in the BatteryGo Application or assessed by the BatteryGo Providers from your BatteryGo Account (including without limitation any reserve), any proceeds due to you, your bank account, or other payment instrument registered with BatteryGo. In furtherance of this right, you authorize BatteryGo to debit your bank and/or to initiate reversal or adjustment entries with respect to your bank account. If BatteryGo is unable to recover funds for which you are liable, you will pay BatteryGo the outstanding amount immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of BatteryGo in connection with the collection of all such amounts, along with interest on the unpaid amount calculated at the highest legal rate.

6. Transaction Errors

You are responsible for monitoring your Transactions and ensuring that BatteryGo’s payments to you are correct. You must notify BatteryGo of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history. Failure to notify BatteryGo of such an error will be deemed a waiver of any right to amounts owed to you.

7. Information

You authorize BatteryGo to disclose all Transaction data and other information about you as required by the BatteryGo Providers, and their affiliates, agents, subcontractors, and employees, in order to process your Transactions. You also authorize each of the foregoing parties to use such information to perform their responsibilities in connection with the programs offered by them and for such other purposes as they may reasonably deem necessary, including such purposes as are described in the Provider Terms and Conditions. BatteryGo and BatteryGo Providers may request additional information and documentation from you at any time.
BatteryGo may also ask for permission to inspect your business location. You agree to advise BatteryGo immediately of any change in the ownership or nature of your business, or in your or your business’ financial condition or location, or in your approved monthly Transaction volume and average ticket. You authorize BatteryGo, at any time during which this Agreement remains in effect, to make any credit inquiries of you or your business, including but not limited to requesting reports from third party credit reporting bureaus.

8. Representations and Warranties

As part of your agreement to use BatteryGo Services, you attest that you are a Citizen of the United States, or other U.S. Person. You are considered a U.S. Person if you are a legal resident of the United States, a partnership, corporation, company, estate (other than a foreign estate), domestic trust, or association created or organized in the United States or under the laws of the United States. You confirm that: (i) you are at least 18 years of age; (ii) you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state in which it operates; (iii) you are eligible to register for and use the Services; (iv) the name identified by you when registering for the Services is your legal name or business name under which you sell goods and services; (v) all information contained in your completed Application is true and correct in all respects; and
This Agreement is your valid and binding obligation, and does not violate any provisions of law, or conflict with any other obligations.

9. Services Restrictions

You may only use the Services for business purposes. You must not enable or allow any third party and must not to: (a) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public BatteryGo systems, programs, data, or services; (b) except as Law permits, reverse engineer or attempt to reverse engineer the Services or BatteryGo’s Technology; (c) exceed any Services usage limitations stated in the Documentation; or (d) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the BatteryGo Website except as permitted by Law.

10. Third Party Rights

You hereby authorize the BatteryGo Providers, and their affiliates, agents, subcontractors, and employees, to enforce the terms of this Agreement as against you, without establishing any obligation on their part to do so. You also authorize the BatteryGo Providers to use your name, address, and website address in any media from time to time.

11. BatteryGo Provider Agreements

BatteryGo is a party to certain other agreements with the BatteryGo Providers. You acknowledge that you are not a beneficiary under any of those agreements. You also agree to abide by all limitations of liability contained in those agreements with respect to such BatteryGo Providers.

12. Mobile devices

Mobile devices used in connection with the Services may not be modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls. You acknowledge that the use of a modified device to use the Services is expressly prohibited. BatteryGo does not warrant that the Services will be compatible with your mobile device or third-party carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

13. Privacy

Your privacy is very important to BatteryGo. You confirm that you have read, understood, and accepted BatteryGo’s Privacy Policy, available at http://www.batterygo.net/privacy.php. BatteryGo’s Privacy Policy includes important information on what information BatteryGo and the BatteryGo Providers collect about you, how each uses that information, and with whom each shares that information. Also, to ensure the quality of the Services and for other lawful purposes, BatteryGo may monitor or record calls between BatteryGo and you (for example, your conversations with BatteryGo’s customer service or sales departments). BatteryGo’s privacy policy may change from time to time, so please review BatteryGo’s Privacy Policy with regularity.

14. Disclosures and Notices

You confirm that you have become a party to, and become bound by, this Agreement by completing the BatteryGo Application and accepting it electronically over the Internet or through your wireless carrier. This is done by clicking or entering “I Agree” where requested on an electronic version of the BatteryGo Application. By providing this consent, you acknowledge that you have received and reviewed all applicable pages, terms and conditions of this Agreement, including the Provider Terms and Conditions.

15. Termination

BatteryGo or you may terminate this Agreement for any or no reason, and at any time. In order to terminate this Agreement, you must close your BatteryGo Account, at which time all pending Transactions will be cancelled. This Agreement will immediately and automatically terminate to the extent any BatteryGo Provider deregisters BatteryGo. Any funds held by BatteryGo for you at the time of closure or termination, less any applicable Fees, will be paid out to you, subject to BatteryGo’s rights to suspend, delay or reserve funds. All provisions of this Agreement necessary to accomplish or enforce this Agreement shall survive the termination of this Agreement.

16. BatteryGo Ownership and License

BatteryGo or you may terminate this Agreement for any or no reason, and at any time. In order to terminate this Agreement, you must close your BatteryGo Account, at which time all pending Transactions will be cancelled. This Agreement will immediately and automatically terminate to the extent any BatteryGo Provider deregisters BatteryGo. Any funds held by BatteryGo for you at the time of closure or termination, less any applicable Fees, will be paid out to you, subject to BatteryGo’s rights to suspend, delay or reserve funds. All provisions of this Agreement necessary to accomplish or enforce this Agreement shall survive the termination of this Agreement.

17. Indemnification

To the fullest extent allowed by applicable law, you agree to release, hold harmless, indemnify, and defend BatteryGo and the BatteryGo Providers harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, fines, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (b) your wrongful or improper use of the Services; (c) any transaction submitted by you through the Services; (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of the Provider Terms and Conditions, BatteryGo DSS, PCI DSS, or any law, rule or regulation of the United States or any other country; (f) any other party’s access and/or use of the Services with your username, password or other appropriate security code.

18. DISCLAIMER OF WARRANTIES

UNLESS EXPRESSLY SET OUT IN THIS AGREEMENT, BATTERYGO SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND. TO THE GREATEST EXTENT PERMITTED BY LAW, BATTERYGO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NO ONE IS AUTHORIZED TO MAKE WARRANTIES ON OUR BEHALF. WE DO NOT GUARANTEE THAT BATTERYGO SERVICES WILL MEET YOUR REQUIREMENTS, BE OF A PARTICULAR QUALITY OR SPEED, OR WILL BE UNINTERRUPTED, ACCURATE, SECURE, MAINTAINED, AND KEPT FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THERE IS NO SECURITY OR PROTECTION GUARANTEE AGAINST UNAUTHORIZED ACCESS TO YOUR BATTERYGO SERVICES. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS DATA THAT RESULT FROM SUCH DOWNLOAD.

19. LIMITATIONS OF LIABILITY

(A) INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BATTERYGO PARTIES WILL NOT BE LIABLE TO YOU OR YOUR AFFILIATES IN RELATION TO THIS AGREEMENT OR THE SERVICES DURING AND AFTER THE TERM, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, BUSINESS INTERRUPTION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES, EVEN IF THESE LOSSES, DAMAGES, OR COSTS ARE FORESEEABLE, AND WHETHER OR NOT YOU OR THE BATTERYGO PARTIES HAVE BEEN ADVISED OF THEIR POSSIBILITY.
(B) GENERAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BATTERYGO PARTIES WILL NOT BE LIABLE TO YOU OR YOUR AFFILIATES IN RELATION TO THIS AGREEMENT OR THE SERVICES DURING AND AFTER THE TERM, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR LOSSES, DAMAGES, OR COSTS EXCEEDING IN THE AGGREGATE THE GREATER OF (I) THE TOTAL AMOUNT OF FEES YOU PAID TO BATTERYGO (EXCLUDING ALL PASS-THROUGH FEES LEVIED BY FINANCIAL PARTNERS) DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; AND (II) $500 USD.

20. Governing Law

The laws of the state of California will govern this Agreement, without giving effect to its conflict of law principles.

21. Dispute Resolution

  1. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute may be submitted to arbitration at any time following such thirty (30) days period upon the request of any Party with notice to the other Parties, as set forth below
  2. In the absence of resolving the dispute, and instead of suing in court, BatteryGo and you agree to settle and resolve fully and finally all disputes exclusively by arbitration, except in the following limited cases: (I) BatteryGo or you may commence an individual action in small claims court where the amount of the dispute does not exceed the jurisdictional limit of such court, and (II) You may file a dispute with any federal, state or local governmental agency that can, if the law so authorizes, seek relief against BatteryGo. The agreement to have dispute resolved by arbitration is made with the understanding that each party is irrevocably, knowingly, and intelligently waving and releasing its right to litigate disputes through a court and to have a judge or jury decide disputes.
  3. The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.
  4. The foregoing arbitration shall be administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in effect. If any AAA procedure or rule conflicts with the terms of this Agreement, the terms of this Agreement apply.
  5. Notwithstanding the provisions in this Section 21 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction. Any arbitrator’s decision and award is final and binding, subject only to those exceptions under the FAA. The award of the arbitrator shall be accompanied by a reasoned opinion. BatteryGo and you agree the FAA’s provisions, not state law, govern all questions of whether a Dispute is subject to arbitration.
  6. Unless BatteryGo and you agree otherwise, the foregoing arbitration will be conducted by a single neutral arbitrator selected by utilizing the process provided in the AAA’s Commercial Arbitration Rules in effect when Claim Notice is duly filed. The arbitrator shall be a licensed attorney and/or retired judge. Except as otherwise provided below, the arbitration shall be conducted in the county where the principal address of the party against whom the Dispute is initially commenced is located – and for any claim against BatteryGo, that address shall be the address of BatteryGo Technologies Inc. The federal or state law that applies to this Agreement will apply during the arbitration.
  7. The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.
  8. BatteryGo and you each agrees not to pursue arbitration on a class-wide basis. Arbitration will be conducted solely in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
  9. Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
  10. Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Santa Ana, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
  11. In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
  12. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

22. Cancellation And Refund Policy

When cancelling a monthly subscription, all future charges associated with future months of the subscription will be cancelled. The initiator of the subscription must notify us of their intent to cancel with 15 days notice before the next subscription cycle in writing; The cancellation will become effective at the end of the current monthly billing period. You will not receive a refund; however the subscription access and/or delivery and accompanying subscriber benefits will continue for the remainder of the current monthly billing period.

You may notify us of intent to cancel using any of the following contact methods:

23. Revisions and Errata

The materials appearing on BatteryGo's web site could include technical, typographical, or photographic errors. BatteryGo does not warrant that any of the materials on its web site are accurate, complete, or current. BatteryGo may make changes to the materials contained on its web site at any time without notice. BatteryGo does not, however, make any commitment to update the materials.

24. Marketing Rights

You grant BatteryGo the right to use your name and logo on BatteryGo’s website and marketing materials solely to identify you as a customer, unless you provide written notice requesting removal.

25. Payouts and Settlement

Unless otherwise agreed in writing, funds from processed Transactions are aggregated and disbursed to your designated bank account on your selected payout cadence, subject to holds, reserves, and delays described elsewhere in this Agreement. A payout processing fee applies to each disbursement to your bank account. The current payout processing fee is 0.35% of the gross payout amount. BatteryGo may revise the payout processing fee in accordance with Section 3 (Services Fees and Taxes). You authorize BatteryGo and BatteryGo Providers to deduct any applicable payout processing fees, adjustments, chargebacks, fines, penalties, taxes, and other amounts you owe from settlement prior to remittance. Payout timing is not guaranteed and may be delayed due to risk reviews, compliance checks, bank processing times, weekends/holidays, or as required by Law. You are responsible for ensuring that your bank account details are accurate and kept up to date.

26. Right to Amend

The provisions of the BatteryGo Services Agreement regarding BatteryGo’s right to amend agreements without notice are incorporated here. By continuing to use the BatteryGo Services, you agree to these changes.

27. Entire Agreement

These Terms, together with the BatteryGo Provider Terms and Conditions, constitute the entire agreement between you and BatteryGo with respect to the BatteryGo Services. These Terms describe BatteryGo’s entire liability to you and sets forth your exclusive remedies with respect to the BatteryGo Services. If any part is held to be invalid or unenforceable under applicable Laws, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Laws, and the remaining provisions will continue in full force and effect. Reference to "this Agreement" also includes all documents, fees, websites and electronic links incorporated into this Agreement by reference. Notices; Consent to Electronic Communications. You agree to the receipt of electronic communications by email or by the posting of such information by BatteryGo at one or more of its sponsored Internet websites. In addition, all notices and other communications required or permitted under this Agreement by BatteryGo to you may also be delivered by overnight carrier or first-class mail, postage, or other charges prepaid. All notices and other communications required or permitted under this Agreement by you to BatteryGo shall be delivered by you by overnight carrier or certified mail, postage, or other charges prepaid, addressed and transmitted as set forth below.

Definitions

“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 24(d) of the General Terms.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
“BatteryGo Application” means the interactive user interface through which a BatteryGo user may connect their account with Providers to start accepting payments.
“BatteryGo Dashboard” means the interactive user interface through which a BatteryGo user may view information about and manage a BatteryGo account.
“Beneficiary” means a business entity (i.e., not a natural person) that is an intended beneficiary of a Retirement or Retirement Services.
“Card” has the meaning given to it in the applicable Issuing Bank Terms.
“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.
“Card Network Rules” means the Payment Method Rules published by a Card Network.
“Card Transaction” has the meaning given in the applicable Issuing Bank Terms.
“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.
"Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure, or instruction.
“Content” means all text, images, and other content that BatteryGo does not provide to you and that you upload, publish, or use in connection with the Services.
“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.
“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).
“Dispute” means an instruction a customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).
“End User” has the meaning given to it in BatteryGo’s Privacy Policy.
“End User Rights” means the data privacy rights afforded to End Users under DP Law.
“Feedback” means ideas, suggestions, comments, observations, and other input you provide to BatteryGo regarding BatteryGo services and the BatteryGo Technology.
“Fees” means the fees applicable to the Services.
“Hold” means a restriction on the availability of funds in a Financial Account that a BatteryGo Entity places as a result of delayed funds availability, Legal Process or other reason.
“Law” means all applicable laws, rules, regulations, and other binding requirements of any Governmental Authority.
“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.
“Mark” means a trademark, service mark, design mark, logo or stylized script.
“MOTO Transaction” means a Transaction that you initiate through a mail order or over the telephone.
“PCI-DSS” means the Payment Card Industry Data Security Standards.
“PCI Standards” means PCI-DSS and Payment Card Industry Software Security Framework (PCI-SSF), including successor standards (if any).
“Personal Data” means any information relating to an identifiable natural person that is processed in connection with the Services and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.
“Principal Owner” means, with respect to a legal entity, an individual who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, owns at least 25% of the equity interests of the legal entity.
“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.
“Refund” means an instruction you initiate to provide a full or partial return of funds to a customer for a processed Transaction.
“Representative” means an individual submitting your application for a BatteryGo Account.
“Reserve” means funds described as such by BatteryGo, which BatteryGo holds as security against liabilities you incur under this Agreement.
“Restricted Business” means any category of business or business practice for which a Service cannot be used for the applicable Service and jurisdiction of your BatteryGo Account.
“Reversal” means the reversal of the settlement of funds for a Transaction.
“Service” means a service BatteryGo (or its Affiliate, as applicable) makes available to you under this Agreement.
“Services Terms” means terms in this Agreement that apply to particular BatterGo services (e.g., BatteryGo Payments Terms).
“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.
“Tax Information Report” means a required tax information return or report, including IRS Form 1099, IRS Form 1042-S, or any other similar form.
“Third-Party Service” means a service, product, or promotion provided by a third party that utilizes, integrates with or is ancillary to the Services.
“Transaction” means a Payment Method transaction request initiated via the BatteryGo Technology through which BatteryGo is directed to capture funds for or from a payer’s associated account with respect to a payment from a customer to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals with respect to that Payment Method transaction request.
“Update” means a modification, feature enhancement or update to the Services or BatteryGo Technology that requires you to take some action, which may include changing your implementation of the Services or BatteryGo Technology.
“User Affiliate Reserve” means funds described as a reserve by BatteryGo, which a BatteryGo Entity holds as security against liabilities that any User Entity incurs under its agreement with a BatteryGo Entity.
“User Bank Account” means a bank or other financial institution account you identify to BatteryGo.
“User Compliance Information” means information about you that BatteryGo or BatteryGo Partner requires to comply with Law, and Governmental Authority and Financial Partner requirements, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your BatteryGo Account.
“User Financial Information” means (a) information about you that BatteryGo or BatteryGo Provider requires to assess your business and financial condition and outstanding credit exposure, including financial statements (and, where applicable, unaudited management accounts including a profit and loss account, balance sheet and cash-flow statement) and supporting documentation (including bank statements); (b) information and supporting documentation to enable BatteryGo or BatteryGo Provider to calculate your risk of loss; and (c) all other information BatteryGo or BatteryGo Provider requests to assess your risk and ability to perform your obligations under this Agreement.
“User Group” means (a) you; (b) any entity or individual that BatteryGo reasonably determines is associated with you; and (c) each of your and their Affiliates that has entered into an agreement with a BatteryGo Entity under which a BatteryGo Entity provides services.
“User Entity” means an individual or entity that is part of the User Group (including you).
“User Information” means User Compliance Information and User Financial Information.
“User Materials” means (a) all Mark or other materials that you or a BatteryGo Issuing Accountholder wish to place on Cards; or (b) all other materials that you provide to BatteryGo for the purposes of the BatteryGo Issuing Programs.
“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.
“Verifiable Individual” means an individual whose Verification Data is submitted through the BatteryGo Identity Services.
“Verification Data” means all data, information, photos, ID Images, and documents (including copies of documents) submitted through the BatteryGo Identity Services.