PayJunction Gateway Agreement
This Agreement ("Agreement", or "Gateway Agreement") is entered into by and between ___________ ("Merchant") as listed on the Merchant Application ("Merchant Application") for the Merchant Transaction Processing Agreement ("Merchant Transaction Processing Agreement"), and Messiahic Inc., a California corporation doing business as PayJunction ("PayJunction") hereinafter respectively referred to separately or jointly as "Party" or "Parties." This agreement shall commence on the date Merchant accepts this Agreement ("Effective Date") by clicking on the "I Agree" button below. Merchant agrees that by clicking on the "I Agree" button and/or by continuing to use any services provided by PayJunction that Merchant acknowledges and agrees that: 1) Merchant has read this Agreement, understands it, and agrees to be bound by all its terms and conditions; 2) Merchant has the legal authority to accept the terms and conditions of this Agreement; and 3) Merchant shall be deemed to have accepted all terms of this Agreement if Merchant clicks "I Agree" without actually reading this Agreement; in that event, Merchant shall nevertheless be legally bound.
WHEREAS, PayJunction is in the business of providing credit card processing solutions, credit card gateway processing, and other related services; and
WHEREAS, Merchant is desirous of the services PayJunction provides; and
NOW, THEREFORE, PayJunction and Merchant hereby agree as follows:
1. Definitions As used in this Agreement, the following terms shall have the following meanings:
1.1. Gateway shall refer to the PayJunction products and services that provide the means to electronically transfer Transaction information from a merchant terminal to the Processor in order to settle the transfer of money between the merchant and the merchant’s customers.
1.2. Merchant Account shall mean an account establish for the settlement of credit card transactions.
1.3. MSP shall mean a Merchant Service Provider or any third party through whom PayJunction may provide Gateway services to Merchant, including but not limited to a reseller, ISO, application service provider, merchant aggregator, processor, acquiring bank and financing agency.
1.4. Transaction shall mean any interaction between a customer and a Merchant, which makes use of any PayJunction services provided to facilitate the transfer of funds. This includes: charges, refunds, authorizations, and forces, whether approved or declined or captured, held, or voided from any Visa, MasterCard, American Express, Discover, Japanese Credit Bureau, Diners, Carte Blanche or other valid card brand or type..
1.5. Rules shall mean all bylaws, rules, operational regulations, security compliance regulations, procedures and requirements of services, programs, providers, ISO’s, MSP’s, processors, banks, institutions, organizations, Visa/MasterCard associations, card associations, or networks which govern or affect any Gateway products or services provided by PayJunction, and all state and federal laws, rules and regulations which govern or otherwise affect the activities of PayJunction, as any or all of the foregoing may be amended and in effect from time to time.
1.6. PayJunction Affiliates shall mean any business or organization that PayJunction conducts business with to facilitate the sale of PayJunction products and services to a customer. This includes, and is not limited to, any ISO, MSP, processor, bank, Card Issuer/Associations, and or leasing agency that PayJunction conducts business with.
1.7. Cardholder Data shall mean the number assigned by a credit card issuer that identifies the cardholder’s account or other cardholder personal information.
2. Term This Agreement shall commence on the date Merchant accepts this Agreement by clicking on the "I Agree" button and/or starts processing transactions with PayJunction and shall continue in force for one (1) month after it becomes effective (the "Initial Term") and shall thereafter automatically renew for additional one-month terms, unless at least thirty (30) days prior to expiration of the then existing term a written notice of termination (to be effective at the expiration of the then existing term) is given either by Merchant to PayJunction or by PayJunction to Merchant, unless sooner terminated pursuant to Section 2.1 of this Agreement or in accordance with the provisions of this Agreement. PayJunction has a zero dollar ($0.00) Early Termination Fee. PayJunction believes Merchant should use PayJunction products and services because they are better (not because merchants are locked into a contract). If at anytime Merchant is not satisfied for any reason, you may cancel at anytime without penalty.
2.1. Termination and/or Suspension PayJunction may terminate this Agreement at any time and for any reason by providing Merchant with thirty (30) days prior written notice. In addition, PayJunction in its sole discretion may immediately terminate and/or suspend Merchant’s account without prior written notice and without liability upon the occurrence of any of the following: a) PayJunction receives notice from Merchant’s MSP requesting Merchant’s account with PayJunction be terminated or suspended, b) Merchant breaches this Agreement, or c) Merchant is employed in practices or conduct that PayJunction in its sole discretion deems to be potentially injurious to PayJunction or PayJunction Affiliates.
2.2. Effects of Termination Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement shall be extinguished, except that: (a) all accrued payment obligations hereunder shall survive such termination; and (b) the rights and obligations of the Parties under this Section 2.2 and Sections 2, 2.5, 5.2, 5.3, 5.3.1 9, 10, 11, 12, 13, 16, 17, 18, and 19 shall survive such termination.
3. Relationship of the Parties The Parties are independent contractors and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other Party. Neither Party shall make any representation that suggests otherwise. Merchant has purchased a right to use PayJunction products and services. PayJunction may have furnished Merchant with an agreement from an MSP for the purposes of establishing a Merchant Account. Merchant further recognizes that if PayJunction provides Merchant with an MSP agreement that Merchant executes, PayJunction is an authorized reseller of the MSP services only and is not a joint venturer, or partner of MSP. PayJunction shall not be responsible or liable for any MSP services or fees; Merchant is to refer to MSP for all issues, services, and fees relating to Merchant’s Merchant Account with MSP. In addition to Merchant’s agreement with the MSP, the terms and conditions of this Agreement govern Merchant’s use and PayJunction's provision of the PayJunction Gateway services to Merchant.
4. Obligations of PayJunction
4.1. Grant PayJunction hereby grants Merchant a non-exclusive, royalty-free, fully-paid up right, during the Term, to use PayJunction products and services, subject to the restrictions herein only as necessary to perform hereunder and for no other purpose. PayJunction shall provide the PayJunction Gateway services to Merchant in all material respects in accordance with the applicable documentation made available to Merchant by PayJunction and the terms and conditions of this Agreement and consistent with all applicable laws, rules, and regulations. In its sole discretion, PayJunction may enhance, modify or discontinue services described in the applicable documentation made available to Merchant by PayJunction. PayJunction shall notify Merchant as specified herein in the event that PayJunction discontinues or modifies any of its services. PayJunction shall not support or provide any features to Merchant that are not contained within the standard applicable documentation made available to Merchant by PayJunction. Merchant agrees and understands that PayJunction shall not and will not export any Cardholder Data from its systems. PayJunction shall not be responsible for exporting or transferring Cardholder Data from PayJunction to Merchant or any other third party. Merchant shall not process Transactions on behalf of any other entity or individual.
4.2. Customer Support During the Term, if Merchant is current in payment of all fees owing to PayJunction (and/or MSP where applicable), and is otherwise not in default under this Agreement, PayJunction shall provide Merchant and their web developers with basic customer and technical support regarding PayJunction products and services configuration and integration. PayJunction shall not be responsible for the integration of PayJunction products into a Merchant’s website or the creation of any aspect of a Merchant’s website. PayJunction shall defer customer support calls to the appropriate MSP or PayJunction Affiliate in the event a call requires Merchant Account support or cannot be helped by PayJunction.
5. Obligations of Merchant
5.1. Account Configuration, Data, and Security Merchant shall be responsible for maintaining adequate security and restricting access to all logins, ID’s, and passwords issued to Merchant by PayJunction. PayJunction shall be entitled to assume that all Transactions submitted to PayJunction with Merchant’s logins, ID’s, and passwords are transmitted by Merchant. Merchant shall comply with all Rules at Merchant’s sole expense, and is solely responsible for the security of all data residing on or transmitted through servers owned, rented, or operated by Merchant. Merchant hereby consents to PayJunction’s collection, use, processing and transfer of data, whether private or public, to Merchant’s MSP, processor, or other PayJunction Affiliates in connection with PayJunction’s obligations to provide Merchant with PayJunction products, services, and support. Merchant is responsible for account configuration and integration of PayJunction products and services into Merchant’s website. Merchant shall at all times comply with the PCI Data Security Standard located at https://www.pcisecuritystandards.org. Merchant acknowledges and agrees that they are responsible for securing Cardholder Data that is in their possession while being transmitted, processed, or stored. Merchant acknowledges that individual Cardholder Data are owned by the respective payment card company brand and acknowledge that Cardholder Data may only be used for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by the payment card company or as required by applicable law. In the event of an unauthorized access to Cardholder Data stored at Merchant's location, Merchant shall fully cooperate with the appropriate federal authorities and/or financial institutions (i.e., Visa, MasterCard, etc.) to give access to Merchant’s facilities and all pertinent records to conduct a review of compliance with the PCI Requirements. Merchant shall maintain business continuity procedures to ensure commercially reasonable security of Cardholder Data in the event of a disruption or disaster at Merchant’s facility. At all times, Merchant and its successors and assigns shall comply with all PayJunction security requirements and updates as specified in the PayJunction support document entitled "PayJunction Security Requirements and Best Practices for Merchants and Developers" located at http://support.payjunction.com. In it’s sole discretion, and for the security of Cardholder Data, PayJunction may update these security requirements from time to time; Merchants shall comply with all updates and shall review the PayJunction Security Requirements and Best Practices for Merchants and Developers no less than once per year. Merchant and its successors and assigns shall comply with the PCI DSS requirements after termination of this Agreement. Merchant understands and agrees that the Rules specified by the card associations may be updated at anytime at the sole discretion of the card associations and that Merchant is responsible for obtaining, reviewing, and complying with the Rules at all times.
5.2. Fees Merchant shall pay to PayJunction the following fees set forth herein and on the invoice provide to Merchant by Merchant’s reseller. If the amount(s) of one or more of the Fees is more than zero, PayJunction shall bill and collect such Fee(s) from Merchant. If the amount(s) of one or more Fees listed in the Fee Schedule is zero or blank, PayJunction shall not charge, bill, or collect from Merchant any such Fees. PayJunction may adjust the Fees in its sole discretion; PayJunction shall provide Merchant with thirty (30) days prior written notification of any changes pursuant to the terms of this Agreement. Merchant’s MSP shall charge, bill, and collect all MSP fees from Merchant in accordance with the terms and conditions of the agreement between Merchant and Merchant’s MSP.
5.3. Billing Merchant shall remit any and all amounts that are payable to PayJunction under this Agreement on a monthly basis. The first fee payment for products, licenses, and/or setup fees shall be due prior to account activation. The first fee payment for account services rendered shall be due on the first day of the month immediately following the Effective Date of this Agreement. The first fee payment for annual account fees shall be billed on first day of second month following the Effective Date of this Agreement. In the event that this Agreement is terminated prior to the end of the Initial Term, an early termination fee shall be billed within thirty (30) days after notification has been given or received by PayJunction pursuant to Section 2 and Section 5.2 of this Agreement. Unless otherwise specified herein, Fees and payments for any subsequent time periods shall be due on the first day of the month. Merchant hereby authorizes PayJunction to charge Merchant’s credit card, or to initiate transaction entries to Merchant’s depositories account (Designated Account) (i.e., draft Merchant’s checking account), for any and all amounts owing to PayJunction under this Agreement. Credit card and/or checking account numbers are to be provided to PayJunction, directly by Merchant, or indirectly through an MSP, on or before the Effective Date. Entries initiated to or from Merchant’s depository account will be in accordance with the rules of the National Automated Clearing House Association. This authorization is to remain in full force and effect until PayJunction has received written notification from Merchant of Merchant’s termination in such time and manner as to afford PayJunction and Merchant’s depository institution a reasonable opportunity to act on it. If Merchant’s depositories account number or credit card number changes, Merchant shall promptly provide PayJunction with written notice of the change and the new number(s). Merchant acknowledges that any change in account information may not be effective until the billing month following the second month in which PayJunction receives such notice. If Merchant is to be billed by an MSP, Merchant shall pay MSP in accordance with the terms mutually agreed upon between Merchant and such MSP.
5.3.1. Failed Payments Merchant shall pay to PayJunction an Insufficient Fund Fee, in the amount set forth in the Fees Section of this Agreement, each time PayJunction attempts to charge Merchant’s credit card, or draft Merchant’s depositories account for any amounts owing under this Agreement and receives a insufficient fund message from Merchant’s credit card issuer or bank. Any amounts due to PayJunction under this Agreement and not paid when due will be subject to a finance charge equal to one and one-half percent (1.5%) or the highest rate allowable by law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure any breach or default for late payment. PayJunction may accept any check or payment from Merchant without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check or payment or any correspondence accompanying any check or payment or elsewhere will be construed as an accord or satisfaction. If Merchant does not pay owing amounts on or before the first business day following the tenth (10th) day of the month, Merchant will be subject to a Late Payment Fee, in the amount set forth in the Fee Schedule. If Merchant has not paid all owing amounts on or before the last business day of the month in which they were due, PayJunction may, in its sole discretion, discontinue its performance of PayJunction services for Merchant and/or terminate this Agreement. Merchant agrees to pay all costs and expenses of whatever nature, including attorneys' fees, incurred by or on behalf of PayJunction in connection with the collection of any unpaid charges and fees.
6. Additional Terms This Agreement is made subject to the Rules as set forth in Section 1.5.
7. Publicity and Marks Merchant hereby grants PayJunction the right to use, reproduce, publish, perform and display Merchant’s logos and marks on their website, in promotional and marketing material, and in electronic and printed advertising, publicity, press releases, newsletters and mailings about or related to any of the PayJunction services. Merchant shall obtain prior written consent from PayJunction (not to be unreasonably withheld or delayed) for use of any PayJunction logos and/or marks.
8. Warranty Each Party represents and warrants to the other that: (a) they have the authority, right, power and ability to execute this Agreement and to perform its obligations as herein set forth; (b) this Agreement constitutes a legal, valid and binding obligation, and shall be enforceable against the undersigned Parties in accordance with its terms; (c) the Party's obligations under this Agreement do not violate any law or breach any other agreement to which such Party is bound; and d) it has all right, title or interest, or valid license to use, its respective marks, and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party.
8.1. PayJunction Warranty PayJunction represents and warrants that the PayJunction services will conform in all material respects to the applicable documentation made available to Merchant by PayJunction. Merchant may not rely upon any representation or warranty regarding the PayJunction services by any third party in contravention of the foregoing statements, including representations or warranties of any MSP. Merchant’s sole remedy for PayJunction’s breach of the foregoing warranty shall be to terminate this Agreement, or PayJunction’s commercially reasonable efforts to repair, or at its option replace, the PayJunction products and services. Merchant acknowledges that PayJunction does not warrant that such efforts will be successful. Except as expressly set forth in this Agreement, PayJunction specifically disclaims all representations, warranties, and conditions whether express or implied, arising by statute, operation of law, usage of trade, course of dealing, or otherwise, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, or title with respect to the PayJunction services, or other services or goods provided under this Agreement. While PayJunction will operate to the standard prevailing in the industry PayJunction does not hereby represent or warrant that the PayJunction services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, or entirely error-free.
8.2. Merchant Warranty All representations and statements made by Merchant in this Agreement, or in any other document relating hereto by Merchant or on Merchant’s behalf, are true, accurate and complete in all material respects. Merchant warrants that it is engaged in a lawful business that includes the sale of products and / or services, and is duly licensed to conduct such business under the laws of all jurisdictions in which Merchant conducts business. Merchant acknowledges that PayJunction products and services are designed for use with certain third-party programs, including, without limitation, certain Internet browser software programs, operating systems, and wireless devices and internet service providers. Merchant will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. PayJunction makes no representation or warranty, express or implied, with regard to any such third-party software.
9. Indemnity Merchant agrees to indemnify, defend, and hold harmless PayJunction, PayJunction Affiliates, and their respective officers, directors, employees, agents and permitted assigns, from and against any loss, liability, action, proceeding, damage, penalty, claim or expense (including reasonable attorney’s fees) suffered or incurred, directly or indirectly, by any of them as a result of: a) any damage or loss caused by negligence or fraud by Merchant, b) the legitimacy of the transaction data submitted by Merchant to PayJunction, c) any alleged infringement of an intellectual property right, or d) any warranty or representation made by Merchant to PayJunction being false or misleading.
10. Disclaimer PayJunction expressly disclaims any liability arising from unauthorized access to facilities or to Merchant’s data or programs due to accident, illegal or fraudulent means or devices used by any third party, or other causes beyond PayJunction's reasonable control. PayJunction also expressly disclaims any liability for the individual merit and legitimacy of orders forwarded by Merchant to PayJunction. Except for any claims arising from criminal or willful misconduct by a Party, in no event shall either Party or any of their officers, directors, employees, agents, or affiliates be liable to the other Party for any indirect, incidental, consequential, special or exemplary damages whether arising in tort, contract or otherwise and notwithstanding any fault, negligence (whether active, passive or imputed), product liability or strict liability of either Party including, without limitation, damages for loss of revenue, anticipated profits, lost business or injury to business reputation even if such Party has been advised of the possibility of such damages, arising from or related to any provision of this Agreement. The total liability of PayJunction to Merchant (whether arising in tort, contract or otherwise) under this Agreement shall in no event exceed the aggregate compensation PayJunction received for providing the PayJunction services to Merchant during the six (6) months preceding the date on which the claim arose.
11. Force Majeure Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, server errors, hackers, viruses, interruptions in telecommunications, interruptions in utilities, interruptions in internet services or network provider services, or other catastrophes or any other occurrences which are beyond such Parties’ reasonable control (each a "Force Majeure Event"), provided that the Party delayed will provide the other Party notice of any such delay or interruption as soon as reasonably practicable, and will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event.
12. Waiver Any delay or failure by PayJunction to enforce any of the terms, conditions or covenants of this Agreement shall not constitute a waiver of any of PayJunction’s rights under this Agreement. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party to this Agreement claimed to have waived or consented. Any consent by any Party hereto, or waiver of, a breach by any other Party hereto, whether express or implied, shall not constitute a consent to, waiver of or excused for any different or subsequent breach.
13. Severability The invalidity of any paragraph or subparagraph hereto shall not affect the validity of any other paragraph or subparagraph hereof.
14. Assignment Merchant shall not assign, subcontract, license, franchise or in any manner attempt to extend to any third party any right or obligation of Merchant under this Agreement. PayJunction shall have the right to assign this Agreement to its subsidiaries, affiliates, or to any third party that assumes ownership or majority control of PayJunction.
15. Amendments This Agreement may be modified and amended only by PayJunction, in its sole discretion, from time to time, upon thirty (30) days prior written notice to Merchant.
16. Notices All notices to Merchant shall be given electronically, sent to the electronic mail address provided by Merchant during registration for the PayJunction services and / or posted in the account settings section of Merchant’s PayJunction account; such written notice shall be deemed given upon (1) business day after the date of electronic notification. All other notices to PayJunction shall be given electronically with a written copy addressed to: PayJunction, Attn: Legal Department, 1903 State St., Santa Barbara, CA, 93101; such written notice shall be deemed given upon three (3) days after the date of mailing if sent by certified or registered mail, postage prepaid.
17. Disputes Neither Party may seek relief under this agreement in a court of law. Any dispute between Merchant and PayJunction shall be resolved in the following manner and order: 1) a good faith negotiation between the Parties, 2) submission to a third party mediator for mediation, and lastly 3) submitted to binding arbitration under the Rules of the American Arbitration Association. Each Party to this contract is hereby advised that by agreeing to submit their dispute or case to binding arbitration, that they hereby waive their right to be heard by a Judge or Jury of the California Superior Court. Acknowledging the waiver of this right, the Parties agree to submit their dispute or case to binding arbitration. The place of mediation or arbitration shall be Orange County, California on which any dispute shall be governed by and construed in accordance with the laws of the State of California. The prevailing Party shall be entitled to reasonable attorney's fees and costs
18. Ownership This Agreement shall not constitute a sale or transfer of ownership of any systems created by PayJunction, proprietary technology innovations, or software in whole or in part to Merchant. Merchant shall not reverse engineer, disassemble, decompile, emulate or otherwise attempt to discover the source code or trade secrets for any of the PayJunction services or related technology.
19. Continuing Guaranty Provision The undersigned Merchant listed in the Marchant Application, provided upon account setup and creation, acknowledges and agrees that this PayJunction Gateway Agreement is made in reference to and is made part of the Merchant Application and Merchant Transaction Processing Agreement to which it is incorporated. In consideration of PayJunction and/or MSP’s acceptance of the Merchant Application and to induce PayJunction and/or MSP to approve Merchant, Merchant unconditionally guarantees the performance of all obligations to PayJunction and/or MSP under this Gateway Agreement and the Merchant Transaction Processing Agreement and payment of all sums due from Merchant thereunder as this Gateway Agreement now exists or as it may be amended from time to time, whether before or after termination or expiration, and whether or not the undersigned Merchant has received any notice of any amendment, and if any Event of Default shall occur under this Agreement, the undersigned Merchant hereby waives notice of default and agrees to pay PayJunction and/or MSP for any and all amounts due from Applicant and to perform any other obligations pursuant to the terms of this Agreement. PayJunction and/or MSP may proceed directly against Merchant without first exhausting its/their remedies against any other person or entity responsible to PayJunction and/or MSP, or any security held by PayJunction and/or MSP. The undersigned Merchant acknowledges that this guaranty is a continuing guaranty and shall not be affected by the release or discharge of Merchant. To the fullest extent permissible under applicable law, Merchant waives any and all rights of subrogation, reimbursement or indemnity derived from Merchant and all other rights and defenses available to Merchant, and further waives any and all rights or defenses arising by reason of any modification or change in the terms of this Agreement whatsoever, including, without limitation, renewal, extension, acceleration, or other change in the time any payment or other performance thereunder is due, and/or any change in any rates, limits, charges or fees thereunder. Merchant unconditionally and specifically authorizes PayJunction and/or MSP and/or applicable collections service agency to debit any amounts for obligations due under the Merchant Transaction Processing Agreement and/or this Gateway Agreement from any checking account provided to PayJunction and/or MSP for billing or other account owned or controlled by Merchant, and further to report any default hereof on any relevant business credit bureau reports whether directly or indirectly through means of a collections service agency. Merchant hereby release any information and/or documentation provided or submitted to PayJunction by Merchant, including the Merchant Application, Merchant Transaction Processing, this Gateway Agreement and supporting documentation, and authorize PayJunction to utilize the provided or submitted information and/or documentation to aid PayJunction in the collection of all sums due to PayJunction including transmission of provided or submitted information or documentation to PayJunction and/or MSP’s collections service agencies where applicable. Merchant agrees to pay all costs and expenses of whatever nature, including reasonable attorney’s fees and other legal expenses, collections service fees, ACH reject fees, or any other fee incurred by or on behalf of PayJunction and/or MSP in connection with the enforcement of this Continuing Guaranty Provision. If authorized in the Merchant Application, the undersigned Merchant hereby authorizes PayJunction and/or MSP: a) to obtain from third parties financial and credit information relating to the individual signing owner listed on the Merchant Application and hereby grants to PayJunction and/or to MSP continuing authority to conduct credit checks and background investigations and inquiries concerning the individual; this includes authorizing PayJunction and/or MSP to request and obtain from Consumer Reporting Agencies (Bureaus) consumer and business reports and if Merchant is approved, to obtain subsequent consumer and business credit reports in connection with the maintenance, updating, renewal or extension of this Agreement; and b) Merchant agrees that all references, including banks and Consumer Reporting Agencies, may release any and all personal and business credit and financial information to PayJunction and/or MSP.
20. Execution and Commencement The Parties hereto acknowledge and agree that this Agreement shall become a legally binding contract on the Effective Date stated in this Agreement, and agree to be legally bound by all of its terms and conditions upon Merchant clicking the "I Agree" button that follows this Agreement, or upon Merchant’s first Transaction submission to PayJunction.
21. Entire Agreement This Agreement, together with all the Rules and PayJunction’s policies, embodies the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof, and supersedes any prior agreements (oral or written) between the Parties. This Agreement shall be binding upon and shall inure only to benefit the Parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not party to this Agreement any rights or remedies under or by reason of this Agreement. Merchant acknowledges that this Agreement reflects an informed, voluntary allocation between PayJunction and Merchant of all risks (both known and unknown) associated with PayJunction products and services. By clicking the "I Agree" button below, Merchant acknowledges and agrees that Merchant is entering into a binding contract with PayJunction and that Merchant will be bound to the preceding terms and conditions in the same manner as if Merchant had affixed their signature(s) to a contract in writing.