1. Payment Processing Services
1.1 Overview of the Payment Processing Services
The Payment Processing Services give you the ability to accept Payment Methods from your Customers in exchange for your goods or services. In order to provide you with access to the Payment Methods and Payment Processing Services, we work with Payment Method Providers, Acquirers (as defined below), and other third parties. Below please find a list of defined terms used throughout this Agreement:
- Acquirer means a financial institution that is authorized by a Payment Method Provider to accept Charges on behalf of the Payment Method Provider;
- Charge means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction;
- Chargeback means an instruction initiated by a Customer for the return of funds for an existing Charge;
- Instant Settlement refers to our service allowing you to instantly receive your payout in your PayMongo Virtual Account, which is provided by PayMongo Payments, Inc. (PPAY), and subject further to these Terms and Conditions;
- Payout means the amount due to you from your Transactions minus our Fees and any Fines, Refunds, Chargebacks, Reversals, setoffs, recoupments or any other amounts due to PayMongo;
- Refund means a refund issued by you through the Payment Processing Services;
- Reserve means an amount or percentage of your Payouts that PayMongo holds in order to protect against the risk of Reversals, Chargebacks, or any other risk, exposure and/or potential liability to us related to your use of the Payment Processing Services; and
- Reversal means an instruction initiated by a Payment Method Provider, an Acquirer, or PayMongo to return funds for an existing Charge.
1.2 Your Use of the Payment Processing Services
You may only use Payment Processing Services to facilitate a purchase, sale, donation, order, or other transaction (each a “Transaction”) with your Customers for your business or operations within the territory of the Philippines (“Area of Use”). You may not use Payment Processing Services to send money to others, to conduct any personal transactions, or for any other purposes prohibited by this Agreement. You represent and warrant to PayMongo that each Transaction that you process using the Payment Processing Services is solely in payment for your provision or sale of bona fide goods or services (including charitable services) to your Customers. PayMongo may require changes to your website that it may deem necessary to ensure your compliance with Card Network and/or Acquirer rules.
1.3 Restricted Business Activities
You must use the Services in a lawful manner, and must obey all laws, rules, and regulations applicable to your use of the Services and to Transactions. You may not use the Services to enable any person (including you) to benefit from any activities PayMongo has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Restricted Businesses shall also include, but not be limited to, any party participating in:
- Any activities that violate these Terms, any Third-Party Rules, or any other agreement that you have entered into with us or any of our agents in connection with the Payment Processing Services;
- Any activities that violate applicable law;
- Investment and credit services;
- Money and legal services, including money transmitters and money services businesses, check cashing businesses, currency exchanges or dealers, bill-pay services, crowdfunding, insurance, bail bonds, collections agencies, law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm;
- Gambling, including internet gambling, lotteries, bidding fee auctions, sports betting, internet gaming, contests, sweepstakes, games of chance including legal or illegal forms of gambling;
- Adult services, including pornography and other obscene materials (including literature, imagery and other media) depicting nudity or explicitly sexual acts, sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features, sexually oriented items (for example, adult toys), adult video stores and sexually oriented massage parlors, gentleman’s clubs, topless bars, and strip clubs, sexually oriented dating services;
- Illegal drugs or drug paraphernalia;
- Infringement of Intellectual property or proprietary rights; counterfeit or unauthorized goods;
- The sale of illegal products or services;
- Unfair, predatory, or deceptive practices, including pyramid or “get-rich-quick” schemes; and
- Any products or services that are otherwise restricted by third parties we work with in providing you with the Service, including but not limited to Payment Method Providers.
Please review the list of Restricted Businesses thoroughly before registering for and opening an Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.
Should we find that you are using the Service for these restricted activities, you will immediately, after receiving notice, cease from doing the said activity. Failure to comply shall lead to the disabling or termination of your account.
1.4 Reversals, Refunds, and Chargebacks
You may only submit Charges through the Payment Processing Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Acquirers to receive and settle any amounts due to you from your Transactions through the Payment Processing Services. You may not grant or assign any interest in the amounts due to you from your Transactions to any third party until such time as such amounts are deposited into your Bank Account (as defined below). You appoint PayMongo as your agent for the limited purpose of directing, receiving, holding and settling such amounts. You agree that PayMongo’s receipt of such amounts satisfies the relevant end-customer’s obligations to make payments to you. We will promptly update your Account balance to reflect any such amounts that we receive on your behalf.
You understand that even authorized Transactions may be subject to a Chargeback. We are not responsible for or liable to you for authorized and completed Charges that are later the subject of a Chargeback, Refund, or Reversal, are submitted without authorization or in error, or violate any applicable laws or regulations.
You are immediately responsible to us for all Chargebacks, Refunds, Reversals, or Fines (as defined below) regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your Account balance to become negative; (ii) you are the subject of bankruptcy proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).
PayMongo is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services not immediately deliverable to the Customer, we may, in our sole discretion, initiate a Reversal. Reversals may also result from (i) invalidation of a charge by a Payment Method Provider or an Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of this Agreement, Third-Party Rules, and/or applicable laws and regulations.
Please note that Payment Method Providers and/or Acquirers may also initiate Reversals.
You may be able to challenge a Chargeback by submitting evidence to us through various channels, including email or as otherwise indicated by PayMongo. In the future, we may also allow you submit such evidence through the PayMongo Dashboard (the “Dashboard”). We may request additional information to provide to Payment Method Providers and Acquirers to assist you in contesting the Chargeback, but we cannot guarantee that your challenge will be successful. Payment Method Providers and Acquirers may deny your challenge for any reason they deem appropriate. You may not submit a new Charge which duplicates a Transaction that is subject to a Chargeback.
You are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. PayMongo does not and will not insure you against losses caused by fraud under any circumstances.
1.5 Support
PayMongo will provide you with support in the event you have general issues relating to your Account or your use of the Payment Processing Services. We may make this support available to you via our website or our API documentation. If you cannot resolve the issues you are having with the support we make available to you via our website or our API documentation, please feel free to contact us.
1.6 Fees and Penalties
PayMongo will provide the Payment Processing Services to you at the rates and for the fees (the “Fees”) in the table below. We may revise the Fees at any time with 60 days advance notice when applicable.
Unless otherwise indicated, the rates and percentages above are on a “per transaction” basis and shall be automatically deducted from payout.
In addition to the Fees, you are also responsible for any penalties or fines imposed on you in relation to your Account by PayMongo or any Payment Method Provider or Payment Method Acquirer resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s Third-Party Rules (each such fine or penalty, a “Fine”).
1.7 Taxes
Our Fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You shall pay, indemnify, and hold PayMongo harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on PayMongo’s income, and (ii) all government permit fees, customs fees and similar fees which PayMongo may incur with respect to this Agreement. Such taxes, fees and duties paid by you shall not be considered a part of, a deduction from, or an offset against, payments due to PayMongo hereunder.
Additionally, you understand that we may send documents to you and tax authorities for Transactions processed using the Services. Pursuant to applicable law, we may be required to file periodic informational return with taxing authorities in relation to your use of the Payment Processing Services.
1.8 Settlement of Accounts
Subject to the terms of this Agreement, PayMongo will instruct the Acquirer to remit to the bank or other financial institution account that you designate (your “Bank Account”), all amounts due to you from your Transactions, minus any Fees, Fines, Reversals, Chargebacks, Refunds, setoffs, recoupments or other amounts that you owe to PayMongo under this Agreement. You affirm that you are authorized to initiate settlements to and debits from your Bank Account, and that your Bank Account is owned by you. If you update your Bank Account, then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
If the Payout is not sufficient to cover the amounts due, without limiting our other rights and remedies (all of which are cumulative), you agree that we may debit your Bank Account for the applicable amounts, and/or set-off the applicable amounts against future Payouts. Upon our request, you agree to provide us with all necessary bank account routing and related information and grant us permission to debit amounts due from your Bank Account.
We may require a holding period before making an initial settlement to your Bank Account.
Your Payout Schedule (i.e. the time it takes for PayMongo to initiate settlement to your Bank Account) will be specified on your Dashboard, or as otherwise designated by PayMongo. Please be aware that a Payment Method Provider, an Acquirer, or the financial institution holding your Bank Account may delay settlement for any reason (and thus delay your Payout Schedule), and we are not responsible for any harm suffered by you stemming from such delay. We are not responsible for any action taken by the institution holding your Bank Account to not credit your Bank Account or to otherwise not make funds available to you as you expected.
We reserve the right to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Chargebacks, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by applicable law or court order. We have the right to withhold settlement to your Bank Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
1.9 Reserves
PayMongo, in its sole discretion, may place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that PayMongo determines in its sole discretion. PayMongo may change the terms of the Reserve at any time by providing you with notice of the new terms.
PayMongo may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.
1.10 Security Interest
As security for the payment and performance of all of your now existing or hereinafter arising or incurred obligations under this Agreement or any other obligation to PayMongo, you grant to PayMongo a lien on, and security interest in and to, all your now existing or hereafter right, title and/or interest in, to or under this Agreement, the Reserve, all funds held in Reserve, all Reserves at any time established in accordance with this Agreement, and all proceeds of any of the foregoing. You agree to duly execute and deliver to PayMongo such instruments and documents as may be required to perfect and otherwise give effect to the lien and security interest granted to PayMongo under this Agreement.
1.11 Dormancy
If you leave any funds dormant in your Account for a period of ten (10) years and you do not give us instructions where to send them, we may be required by applicable law to deem the funds to be abandoned by you, and to deliver them to the Philippine government. To the extent required by applicable law, we will attempt to provide you with notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property.
1.12 Suspension or Refusal of Transactions
PayMongo may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with us; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, PayMongo, or others to risks unacceptable to PayMongo. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Account, your Customers, and Transactions made through your use of the Payment Processing Services.
2. Your Customers
You may only use our Payment Processing Services to conduct legitimate Transactions with your Customers. You are responsible for your relationship with your Customers. We are not responsible for the products or services you publicize or sell, or that your Customers purchase using the Payment Processing Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You understand and affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers.
Although we provide you with our Payment Processing Services, we have no way of knowing if any Transaction is accurate or complete, or normal for your business in particular or your type of business. Only you are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.
Except where PayMongo and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions.
Customers must understand the purpose, amount, and conditions of Charges you submit through the Payment Processing Services. When using the Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that PayMongo and its affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.
You hereby agree to undertake, and you acknowledge and understand that it is your sole responsibility, to (1) obtain your Customers’ consent to these Terms and the Privacy Policy and (2) provide all notices and obtain all consents necessary for PayMongo’s use of Customer Data (as defined below).
3. Application Programming Interface
PayMongo will provide you access to its Application Programming Interface (“APIs”) that you will use to access the Payment Processing Services. You may use the APIs solely as described in the API documentation or as otherwise communicated to you by us. We may update the APIs and API documentation from time to time, and may add or remove functionality. To the extent possible, we will communicate to you any changes in functionality.
You will be provided with API keys, and you can manage these keys from the Dashboard. Public keys are meant to be used for transactions that are accessed through public channels (e.g. generating tokens for credit card numbers from your web application), and secret keys are for transactions that are done internally in your systems (e.g. creating an actual charge). You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We will provide more details on proper use of public and secret API keys in the API documentation.
Should you choose to have our API integrated into your website, you will be solely responsible for its integration. You are also solely responsible for making sure that your website is compliant with the prevailing requirements of the Payment Card Industry Data Security Standard.
4. PayMongo's Intellectual Property & Licenses
4.1 Ownership of Our IP
PayMongo owns all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API and API documentation, Services (including all files and content), and the Dashboard (collectively, “Our IP”) or any copies thereof. Our IP is protected by copyright, trade secret, trademark, patent, and other intellectual property laws, and all rights in Our IP not expressly granted to you in this Agreement are reserved. To be clear, other than the express licenses granted by this Agreement, PayMongo grants no right or license by implication, estoppel or otherwise to Our IP. You may not sell, redistribute, download, export, or reproduce Our IP in any way. You also may not decompile, reverse-engineer, disassemble, or otherwise convert Our IP without our permission.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that PayMongo has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you. You also agree that we do not waive any rights to use similar or related Ideas previously known to us, developed by our employees or contractors, or obtained from other sources.
4.2 Software License
PayMongo hereby grants you a revocable, non-exclusive, and non-transferable limited license to access and/or use PayMongo’s APIs, developer’s toolkit, and other software in accordance with the accompanying API documentation made available by PayMongo for purposes of using the Payment Processing Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Payment Processing Services. If you do not comply with these Terms, the API documentation, and any other requirements provided by PayMongo, then you will be liable for all resulting damages suffered by you, PayMongo and third parties. Upon expiration or termination of this Agreement, you will immediately cease all use of the Service, including the API and the Payment Processing Services.
4.3 Trademark License
Additionally, PayMongo grants you a revocable, non-exclusive, non-transferable license to use PayMongo’s trademarks used to identify the Payment Processing Services (the “Trademarks”) solely in conjunction with the use of the Payment Processing Services. You may only use the Trademarks on the portion of your website or application that directly relates to the Payment Processing Services, such as on a checkout page utilizing our Payment Processing Services. All Trademarks should directly link to our homepage. PayMongo may, in the future, provide you with additional guidelines governing your use of the Trademarks.
You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to PayMongo (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). You may not use the Trademarks to imply endorsement by PayMongo of your products or services, or in a manner that causes customer confusion. You may not misrepresent your relationship with PayMongo, or use the Trademarks in any manner that is misleading or damaging to PayMongo, in PayMongo’s sole discretion. In addition to any other right that we may have to enforce the terms of this Agreement, you must promptly comply with any request that we make for you to cease a use of the Trademarks that we determine is non-compliant with this paragraph. Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.
As part of this Agreement, we do not make any representations regarding your use of the Trademarks. We disclaim all warranties, express and implied, including any warranties of non-infringement.
