Terms of Service - Opta Pay

Part One.

This Terms of Service agreement ("Agreement") is a legal agreement between Lucus Labs, LLC, the owning company of the product Opta Pay (herein referred to as "Lucus Labs", "Opta Pay", "us", or "we") and the entity or person ("you", "your", or "user") who registered on the Opta Pay web site to receive certain payment processing, data, technology and analytics services, and other business services that may be offered by Opta Pay and its affiliates (each a "Service", collectively the "Services"). This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

This Agreement provides a general description of the Services that Opta Pay may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization (your "Customers").

Acceptance of Terms of Service and amendments
Each time you use or cause access to this web site, you agree to be bound by these Terms of Service ("TOS"), as amended from time to time with or without notice to you. In addition, if you are using a particular service on this web site or accessed via this web site, you will be subject to any rules or guidelines applicable to those services, and they will be incorporated by reference within these Terms of Service. Please read the site's Privacy Policy, which is incorporated within these Terms of Service by reference.
Opta Pay Service
This web site and the services provided to you on and via this web site are provided on an "AS IS'' basis. You agree that Opta Pay reserves the right to modify or discontinue provision of this web site and its services, and to remove the data you provide, either temporarily or permanently, at any time, without notice and without any liability towards you. Opta Pay will not be held responsible or liable for timeliness, removal of information, failure to store information, inaccuracy of information, or improper delivery of information.
Your responsibilities and registration obligations
In order to use this web site or certain parts of it, you may be required to register for a user account on this web site; in this case, you agree to provide truthful information when requested, and -- if a minimum age is required for eligibility for a user account -- you undertake that you are at least the required age. By registering for a user account, you explicitly agree to this site's Terms of Service, including any amendments made by Opta Pay that are published herein.
Opta Pay payment processing agreement
Overview of Opta Pay payment processing agreement.

This Agreement provides a general description of the Services that Opta Pay, its affiliates and or partners may provide to you, including those that allow you to accept payments from purchasers of your goods or services or donors to your organization.

Before using the Services, you must register with Opta Pay and create an account (hereinafter an "Opta Pay Account").

Registering for and using your Opta Pay Account.
1. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to apply for an Opta Pay Account to use the Services described in this Agreement. Opta Pay and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
  
  To register for an Opta Pay Account, you or the person or people submitting the application (your "Representative") must provide us with your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Opta Pay Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Opta Pay Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
  
  If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers' bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Processing Services to facilitate Transactions (as defined below) with your Customers. 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.
2. Business Representative: You and your Representative individually affirm to Opta Pay that (i) your Representative is authorized to provide the information described in this Agreement on your behalf and to bind you to this Agreement, and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority within your business. Without the express written consent of Opta Pay, neither you nor your Representative may register or attempt to register for an Opta Pay Account on behalf of a user Opta Pay previously terminated from use of the Services.
  
  If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
  
  The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to Opta Pay and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. You may not use the Services if you are under 13 years of age.
3. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Processing Services, we may also request that you provide copies of financial statements, reporting and validating documentation that allows us to calculate outstanding credit exposure/risk of loss (for example, your refund and shipping policies, data on captured but unfulfilled charges, the time between charge capture and fulfillment of your Customer orders), or other records pertaining to your compliance with this Agreement. We may also require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your Opta Pay Account.
  
  You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Opta Pay Account. Opta Pay may periodically update this information as part of our underwriting criteria and risk analysis procedures.
4. Changes to Your Business, Keeping your Opta Pay Account Current: You agree to keep the information in your Opta Pay Account current. You must promptly update your Opta Pay Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Opta Pay Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a "Bankruptcy Proceeding"); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
Your Relationship with Your Customers
You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. Opta Pay is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services; or if you accept donations, for your communication to your Customers of the intended use of such donations. You 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.

Opta Pay provides Services to you but we have no way of knowing if any particular purchase, sale, donation, order, or other transaction (each a "Transaction") is accurate or complete, or typical for your business. 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.
Fees and Fines
Opta Pay will provide the Services to you at the rates and for the fees. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Opta Pay Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least thirty (30) days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Opta Pay Account on you or Opta Pay by Opta Pay 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 rules and regulations.

You are also obligated to pay all taxes, customs, duties, fees and other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, provincial sales tax and/or, harmonized sales tax, and/or withholding tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us. In the event you use the Services to make payments or payouts to any third party (including any other Opta Pay user or any third party who is not an Opta Pay user), you agree that you are responsible for determining what Taxes, if any, apply to those payments or payouts, and for assessing, collecting, reporting, and remitting applicable Taxes as required by law in all relevant jurisdictions. You agree Opta Pay is not responsible for assessing, collecting, reporting, or remitting any Taxes on Services provided under this Agreement and/or on any payments or payouts you make to any third party through the Services.
Services and Opta Pay Account Support
We will provide you with support to resolve general issues relating to your Opta Pay Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Opta Pay, and other pages on our website (collectively, "Documentation"). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products, services, and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in writing in a separate agreement with you or one of your Customers.

Taxes and Other Expenses Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes 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 (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.

We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, pursuant to applicable Law (including the Internal Revenue Code), we may be required to file periodic informational returns with taxing authorities in relation to your use of the Services. If you use Payment Processing Services, you acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service ("IRS"). We also may, but are not obligated to, electronically send you tax-related information (including, when you provide us your tax identification number, a Form 1099-K).
Service Requirements, Limitations and Restrictions
1. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations ("Laws") applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
2. Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities Opta Pay 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).
  
  Please review the list of Restricted Businesses thoroughly before registering for and opening an Opta Pay Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions may apply to you, please contact us. We may add to or update the Restricted Business List at any time.
3. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Opta Pay systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
Suspicion of Unauthorized or Illegal Use
We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with Opta Pay; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Opta Pay, or others to risks unacceptable to Opta Pay. 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 Opta Pay Account, your Customers, and Transactions made through your use of the Services.
Disclosures and Notices; Electronic Signature Consent
1. Consent to Electronic Disclosures and Notices: By registering for an Opta Pay Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Opta Pay ("Notices"), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
2. Methods of Delivery: You agree that Opta Pay can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Opta Pay Account. Notices may include notifications about your Opta Pay Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within twenty-four (24) hours of the time a Notice is either posted to our website or emailed to you.
3. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find other means of delivery.
4. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Opta Pay Account.
Termination
1. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Opta Pay. You may terminate this Agreement by closing your Opta Pay Account at any time. If you use the Services again or register for another Opta Pay Account, you are consenting to this Agreement. We may terminate this Agreement or close your Opta Pay Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method) by providing you Notice. We may suspend your Opta Pay Account and your ability to access funds in your Opta Pay Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your Opta Pay Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement.
2. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all Opta Pay and payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Payment Processing Services.
  
  In addition, upon termination you understand and agree that (i) all licenses granted to you by Opta Pay under this Agreement will end; (ii) subject to Section 5, we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Part Two.

Payment Processing Services

Payment Processing Services Overview
Opta Pay works with various Opta Pay affiliates, Payment Method Providers and Payment Method Acquirers to provide you with access to the Payment Methods and Payment Processing Services. Where the Payment Processing Services enable you to submit Charges (as defined below), we may limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of this Agreement.

Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. For example, Visa and Mastercard may require you to enter into an agreement with the Payment Method Acquirer for Visa and Mastercard Transactions. See Section 5 and Section 6 below for more detail.

The following terms used in this Agreement relate to your use of Payment Processing Services:

"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.

"Dispute" means an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the Automated Clearinghouse (ACH) network).

"Fine" means any fines, levies, or other charges imposed by us, a Payment Method Provider or a Payment Method Acquirer, caused by your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.

"Payment Method Rules" means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Opta Pay (including the payment card network operating rules ("Network Rules") for the Visa, Mastercard, Discover and American Express networks; and the NACHA operating rules that apply to the ACH network).

"Payment Method" means a type of payment method that Opta Pay accepts as part of the Payment Processing Services, such as credit card, debit card, and ACH.

"Payment Method Acquirer" means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from Customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.

"Payment Method Provider" means the provider of a Payment Method, such as Visa, Mastercard, Discover, and American Express.

"Payment Processing Services" are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

"Refund" means an instruction initiated by you to return funds to a Customer for an existing Charge.

"Return" means an instruction initiated by you, a Customer, a Payment Method Provider or a Payment Method Acquirer to return funds unrelated to an existing Charge.

"Reversal" means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or your use of Payment Processing Services violates this Agreement.
Registering for Use of Payment Processing Services
When you register for an Opta Pay Account, you may be asked for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Opta Pay Account. Throughout the term of this Agreement, we may share information about your Opta Pay Account with Payment Method Providers and Payment Method Acquirers in order to verify your eligibility to use the Payment Processing Services, establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers, monitor Charges and other activity, and conduct risk management and compliance reviews. We may also share your Data (as that term is defined below) with Payment Method Providers and Payment Method Acquirers for the purpose of facilitating the compliance of Opta Pay, the Payment Method Providers, and the Payment Method Acquirers with applicable Laws and Payment Method Rules. We will review and may conduct further intermittent reviews of your Opta Pay Account information to determine that you are eligible to use the Payment Processing Services. Opta Pay's use of the information you provide to us under this Agreement is described in more detail in the Opta Pay Support Page

Opta Pay is not a bank and we do not accept deposits, provide loans or extend credit. If you accept payment for products or services (including events such as concerts or other performances) not immediately deliverable to the Customer (a "Preorder"), we may, in our sole discretion, initiate Reversals or hold Reserves for all or a portion of the Charges processed by us for a Preorder. If you would like to receive payment for a Preorder, please contact us before doing so.
Processing Transactions, Disputes, Refunds, Reversals
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 Payment Method Acquirers to receive and settle any payment processing proceeds owed to you through the Payment Processing Services. You may not, other than as required by the Financial Services Terms or Payment Terms (each as defined below), grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account (as defined below). You appoint Opta Pay and Lucus Labs as your agents for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that Opta Pay's or Lucus Labs' receipt of such proceeds satisfies the relevant end-customer's obligations to make payments to you. We will promptly update your Opta Pay Account balance to reflect any such proceeds that we receive on your behalf.

Except where Opta Pay 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. However, even authorized Transactions may be subject to a Dispute. Opta Pay is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.

You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines 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 Opta Pay Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe 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).

In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API or the Dashboard. We may request additional information to provide to Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Payment Method Providers and Payment Method Acquirers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, your Opta Pay Account will, subject to our exercise of our rights under Section 9 below, be credited with the funds associated with the Charge that is the subject of the Dispute (or a portion thereof). You may not submit a new Charge which duplicates a Transaction that is subject to a Dispute.

Please keep in mind that 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. Opta Pay does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product.

A Reversal for a Charge may be issued if the Charge is made without the account owner's authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you Notice and a description of the cause of the Reversal.
Responsibilities and Disclosures to Your Customers
It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, 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 our network; (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 Opta Pay 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.

The Payment Processing Services may include functionality that enables you to receive recurring or subscription payments from your Customers, and to issue invoices to your Customers. If you use the Payment Processing Services to submit recurring or subscription Charges, you agree to comply with applicable Laws and Payment Method Rules, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or canceling their recurring billing or subscription. If you use the Payment Processing Services to issue invoices to your Customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with applicable Laws, and are sufficient to achieve any legal or tax effect that you are trying to achieve.

If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices ("UDAAP").
Payment Terms and Financial Services Terms
Your use of the Payment Processing Services may be subject to additional terms that apply between you and one or more of Lucus Labs, Opta Pay, an Opta Pay affiliate, a Payment Method Provider, and a Payment Method Acquirer. When these additional terms relate to a specific Payment Method they are "Payment Terms", and when they relate to specific Payment Processing Services they are "Financial Services Terms". By using the Payment Processing Services, you agree to the applicable Payment Terms and Financial Services Terms (as set out on our Terms of Service), including those that separately bind you with our affiliates, Payment Method Providers and/or Payment Method Acquirers. Additionally, a Payment Method Provider may enforce the terms of this Agreement directly against you.

We may add or remove Payment Method Providers and Payment Method Acquirers at any time. The Payment Terms and Financial Services Terms may also be amended from time to time. Your continuing use of the Payment Processing Services constitutes your consent and agreement to such additions, removals and amendments.
Specific Payment Methods
1. Payment Cards: When accepting payment card payments, you must comply with all applicable Network Rules, including the Visa Rules and Regulations Rules specified by Visa U.S.A., Inc. and Visa International ("Visa"), the Mastercard Rules specified by MasterCard International Incorporated ("Mastercard"), the American Express Merchant Operating Guide specified by American Express, and the Discover Network Rules (please contact Discover for a copy) specified by Discover Financial Services, LLC ("Discover"). Collectively, Visa, Mastercard, American Express and Discover are referred to in this Agreement as the "Networks".
  
  The Network Rules state that you may only accept payments using payment cards for bona fide legal commercial transactions between you and your Customers for goods or services that are free of liens, claims, and encumbrances. You may only use payment network trademarks or service marks consistent with the Network Rules, and the Network Rules also limit your ability to discriminate by card type or charge surcharges for acceptance of payment cards.
  
  The Networks may amend the Network Rules at any time without notice to you, and Opta Pay reserves the right to change the Payment Processing Services at any time to comply with the Network Rules. We may share with the Networks (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC).
  
  Customers typically raise payment card network Disputes (also known as "chargebacks") when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorize the Charge. High Dispute rates (typically those exceeding 1%) may result in your inability to use the Payment Processing Services. Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.
  
  When you accept payment card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit card, unless required by Laws, (ii) initiating a Refund more than five (5) calendar days after issuing a credit to your Customer, (iii) accepting cash, its equivalent, or any other item of value for a Refund, (iv) acting as a payment facilitator, intermediary or aggregator, or otherwise reselling Payment Processing Services on behalf of others, (v) submitting what you believe or know to be a fraudulent Charge or a Charge that has not been authorized by the cardholder, (vi) submitting a Charge where the Transaction has not been completed or the goods or services have not been shipped or provided (except where the cardholder has paid a partial or full prepayment or the cardholder's consent is obtained for a recurring transaction), (vii) splitting Transactions into multiple Charges unless certain criteria are met, or (vii) using Payment Processing Services in a manner that is an abuse of the payment card networks or a violation of the Network Rules.
  
  If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Network Rules, we may submit information about you, your Representatives, beneficial owners and principals, and other individuals associated with your Opta Pay Account, to the MATCH terminated merchant listing maintained by Mastercard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us or our affiliates that result from such reporting. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your Opta Pay Account due to the misuse or damaging activity that caused us to make the report.
  
  If you engage a third party processor to create and deliver a payment card transaction directly to the payment card network, then you may be able to specify that the transaction will be cleared and settled by Opta Pay via our Payment Processing Services. If you intend to make use of this service with respect to the Opta Pay Payment Processing Services, you first must notify us. If you engage a third party to deliver this service, and you are permitted to designate Opta Pay in this manner, then you take the risk of the third party properly delivering the transaction to the payment card network. You understand and agree that Opta Pay will only clear and settle to you funds for transactions that are actually received by the payment card network. You further assume responsibility for any failure by such a third party to comply with the applicable Network Rules.
2. American Express conversion. If your American Express Transaction volume exceeds a threshold amount set by American Express, American Express may convert you to a direct American Express merchant, which means that your acceptance of American Express Transactions will be governed by American Express' then-current Card Acceptance Agreement, and your pricing and other fees for the acceptance of American Express Transactions will be directly agreed between you and American Express. In the event of such conversion, your relationship with Opta Pay will not be otherwise affected, and Opta Pay will continue to process your American Express Transactions in accordance with this Agreement.
Settlement and Payout Schedule
1. Your Payout Account: Opta Pay will, with its banking partners, arrange to settle funds to the bank or other financial institution account that you designate (your "Payout Account"). You affirm that you are authorized to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by you, titled in your legal or trade name, and administered and managed by a financial institution located in the United States of America. If you update your Payout Account (including via the Dashboard) 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.
2. Settlement to Your Payout Account: A positive balance in your Opta Pay Account will result in settlement to your Payout Account and a negative balance in your Opta Pay Account will result in a deduction, set-off and/or debit of the amounts owed in accordance with Section 9 below. We may reduce the amount settled to your Payout Account by the amount of Fees, Fines, and amounts owed to us for any reason. If a settlement or debit is processed via ACH, you acknowledge that the NACHA Operating Rules will apply to the settlement or debit, and you agree to be bound by these rules.
3. Payout Schedule: The term "Payout Schedule" refers to the time it takes for us to initiate settlement to your Payout Account. Your Payout Schedule is specified in the Dashboard. Opta Pay may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
  
  We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Payout 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 Opta Pay 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.
4. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.
Clearing Funds and Reserves
All funds resulting from Charges are held in pooled clearing accounts (the "Clearing Accounts") with our banking partners. We will settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a "Reserve"). We may impose a Reserve on you for any reason if we determine that the risk of loss to Opta Pay, Customers, or others associated with your Opta Pay Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers' activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Opta Pay Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Processing Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Opta Pay Account, if required to do so by Payment Method Providers or Payment Method Acquirers, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Processing Services, by debiting the Payout Account or another bank account associated with your Opta Pay Account, or by requesting funds directly from you.

To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
Security Interests, Collection, and Set-Off Rights
1. Security Interests: You grant us a lien and security interest in all funds for Transactions that we process for you, including funds that we deposit into your Payout Accounts, as well as funds held in any other bank accounts to which such Transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Opta Pay Account (including your Payout Accounts). Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1).
2. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. Where possible, we will first attempt to collect or set-off amounts owed to us and to or affiliates from balances in your Opta Pay Accounts from your use of the Payment Processing Services or from funds that we hold in Reserve. However, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that you owe from the Opta Pay account balance (or debiting the payout account for such Opta Pay account) for any Opta Pay account that we determine, acting reasonably, is associated with your Opta Pay Account. Similarly, we may deduct or set-off amounts from your Opta Pay Account balance (or debit your Payout Accounts) in order to collect amounts owed to us in relation to such associated Opta Pay accounts.
  
  In certain circumstances, we may require a personal, parent or other guarantee (a "Guarantee") from a user's principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.
Reconciliation and Error Notification
The Dashboard contains details of Charges, Charge history, and other activity on your Opta Pay Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Processing Services with your records of Customer Transactions, and for identifying any errors. You agree to review your Opta Pay Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Opta Pay or a Payment Method Provider, and, when appropriate, attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Payout Account. For Transaction errors, we will work with you and our Payment Method Providers to correct a Transaction error in accordance with the applicable Payment Method Rules. If you fail to communicate an error to us for our review without undue delay and, in any event, within sixty (60) days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Payment Method Providers for any amounts associated with the error.
Dormant Accounts
If you leave any funds dormant in an Opta Pay Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Opta Pay Account to be abandoned, and will deliver them to the appropriate government authority (such as the California Controller's Office).

Part Three

Privacy policy
Registration data and other personally identifiable information ("PII") that the site may collect is subject to the terms of Opta Pay's Privacy Policy.
Registration and password
You are responsible for maintaining the confidentiality of your password, and you will be responsible for all usage of your user account and/or user name, whether authorized or not authorized by you. You agree to immediately notify Opta Pay of any unauthorized use of your user account, user name or password. Please see our Password Policy for more information.
Your conduct
You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials ("content"), made available publicly or privately, will be under the sole responsibility of the person providing the said content, or of the person whose user account is used. You agree that this web site may expose you to content that may be objectionable or offensive. Opta Pay will not be responsible to you in any way for content displayed on this web site, nor for any error or omission. By using this web site or any service provided, you explicitly agree that:
1. you will not provide any content or conduct yourself in any way that may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortuous; defamatory; libelous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere with or disrupt the operation of this web site or any service provided; infected with a virus or other destructive or deleterious programming routine; giving rise to civil or criminal liability; or in violation of an applicable local, national or international law;
2. you will not impersonate or misrepresent your association with any person or entity; you will not forge or otherwise seek to conceal or misrepresent the origin of any content provided by you;
3. you will not collect or harvest any information about other users;
4. you will not provide, and you will not use this web site to provide, any content or service in any commercial manner, or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising or commerce; you will not use this web site to promote or operate any service or content without Opta Pay's prior written consent;
5. you will not provide any content that may give rise to Opta Pay being held civilly or criminally liable, or that may be considered a violation of any local, national or international law, including -- but not limited to -- laws relating to copyrights, trademarks, patents, or trade secrets.
Submission of content on this web site
By providing any content to this web site:
1. you agree to grant Opta Pay a worldwide, royalty-free, perpetual, non-exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part. Such license will apply with respect to any form, media, technology already known at the time of provision or developed subsequently;
2. you warrant and represent that you have all legal, moral, and other rights that may be necessary to grant Opta Pay the license specified in this section;
3. you acknowledge and agree that Opta Pay will have the right (but not obligation), at Opta Pay's entire discretion, to refuse to publish, or to remove, or to block access to any content you provide, at any time and for any reason, with or without notice.
Third-party services
Goods and services of third parties may be advertised and/or may be made available on or through this web site. Representations made regarding products and services provided by third parties will be governed by the policies and representations made by these third parties. Opta Pay will not in any manner be liable for or responsible for any of your dealings or interaction with third parties.
Indemnification
You agree to indemnify and hold harmless Opta Pay and Opta Pay's representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any claim or demand, including reasonable legal fees, that may be filed by any third party, arising out of your conduct or connection with this web site or service, your provision of content, your violation of these Terms of Service, or any other violation by you of the rights of another person or party.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEB SITE AND OF ANY SERVICES OR CONTENT PROVIDED (THE "SERVICE") IS AT YOUR OWN RISK. SERVICES AND CONTENT ARE PROVIDED TO YOU "AS IS", AND OPTA PAY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

OPTA PAY MAKES NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER OPTA PAY NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT ANY ADVICE OR ANY OTHER INFORMATION OBTAINED VIA THIS WEB SITE MAY BE USED SOLELY AT YOUR OWN RISK, AND THAT OPTA PAY WILL NOT BE HELD LIABLE IN ANY WAY.

SOME JURISDICTIONS MAY NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, AND CERTAIN STATEMENTS IN THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AS REGARDS IMPLIED WARRANTIES; THE OTHER TERMS AND CONDITIONS REMAIN ENFORCEABLE NOTWITHSTANDING.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OPTA PAY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OPTA PAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OF SERVICES OR THE INABILITY TO USE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA AND/OR TRANSMISSIONS, OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) THE COST OF OBTAINING SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO OR THROUGH THE SITE OR SERVICES, (V) STATEMENTS BY ANY THIRD PARTY OR CONDUCT OF ANY THIRD PARTY USING SERVICES, (VI) ANY OTHER MATTER RELATING TO SERVICES, (VII) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, (VIII) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE, (IX) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND/OR (X) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OF SERVICE OR OUR PRIVACY POLICY. DESPITE THE ABOVE, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION YOU TAKE AGAINST US WILL AT ALL TIMES BE LIMITED TO NO MORE THAN ONE HUNDRED DOLLARS USD ($100.00).

IN SOME JURISDICTIONS, IT IS NOT PERMITTED TO LIMIT LIABILITY AND, THEREFORE, SUCH LIMITATIONS MAY NOT APPLY TO YOU.
Reservation of rights
Lucus Labs reserves all of Opta Pay's rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that Opta Pay may have in respect of this web site, its content, and goods and services that may be provided. The use of Opta Pay's rights and property requires Lucus Labs' prior written consent. By making services available to you, Lucus Labs is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of this web site or provided services without Lucus Labs' prior written consent.
Notification of copyright infringement
If you believe that your property has been used in any way that could be considered a copyright infringement or a violation of your intellectual property rights, Opta Pay's copyright agent may be contacted via our contact page.
Applicable law
You agree that these Terms of Service and any dispute arising out of your use of this web site or products or services provided will be governed by and construed in accordance with local laws applicable at Opta Pay's domicile, notwithstanding any differences between the said applicable legislation and legislation in force at your location. By registering for a user account on this web site, or by using this web site and the services it provides, you accept that jurisdiction is granted to the courts having jurisdiction over Opta Pay's domicile, and that any disputes will be heard by the said courts.
Miscellaneous information
(i) In the event that any provision of these Terms of Service is deemed to conflict with legislation by a court with jurisdiction over the parties, the said provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Service will remain valid and applicable; (ii) The failure of either party to assert any right under these Terms of Service will not be considered to be a waiver of that party's right, and the said right will remain in full force and effect; (iii) You agree that any claim or cause in respect of this web site or its services must be filed within one (1) year after such claim or cause arose, or the said claim or cause will be forever barred, without regard to any contrary legislation; (iv) Lucus Labs may assign Opta Pay's rights and obligations under these Terms of Service; in this event, Opta Pay will be relieved of any further obligation.

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