PAYMENT SERVICES AGREEMENT – Contractor Report

Last updated: July 3, 2023

This Payment Services Agreement, which includes the Terms of Service, (collectively, “Agreement”) is by and between Atomic Innovation LLC DBA Contractor Report (“AI”) and the individual or entity, including any representative or other authorized personnel of such individual or entity (collectively, “Customer”) that registered with AI and may have created an account to use the online Contractor Report services and to receive certain payment services from AI. The purpose of this Agreement is to describe the terms and conditions that apply to Customer’s use of the payment services add-on feature or to resale reports offline.

TERMS AND CONDITIONS

These Terms and Conditions will govern this Agreement and apply to the payment services features, including allowing Customer to accept payments from Customer’s clients and tenants (hereafter, “Applicants”) that are payable to Customer. The following terms and conditions apply to this Agreement:

1. Overview of Payment Services

By using the payment services add-on feature (hereafter, “Payment Services”):

Adding an Application Fee. Customer may add a fee to any new or existing application payable by Applicant to Customer (“Application Fee”).
Collecting the Application Fee. AI will collect the Application Fee from Applicants and subtract a processing fee of $0.30 per transaction and 3.4% of the total amount of the Application Fee, as more fully described in Section 5 of this Agreement.
Account Activity. The amount accrued in Customer’s Payment Services account will be automatically withdrawn and deposited to Customer’s bank account on file with AI on the first day of each month.
Payout Transfers. Payout transfers initiated on the first day of the month may not include fees processed after the 25th day of the month. Any remaining account balance will be shown as an available balance in Customer’s Payment Services account.
Set-Up Fee. Customer will not be charged a set-up fee in order to use Payment Services. AI reserves the right to charge a set-up fee without notice.

Customer has the option to collect an Application Fee directly offline without AI’s involvement. By selecting this option the customer is not subject to the “Payment Services” other than sections 4 and 5.C which are still in full force and effect.

2. Payment Processing

Payment processing services for Customer & Applicant will be provided through the third-party payment processor or money transfer service of AI’s choice (the “Payment Processor”). AI has selected Stripe as its Payment Processor. Customer agrees to pay the Fees using Stripe, or other Payment Processor as may be selected by AI from time to time. AI requires Customer to provide the credit card or bank account details to AI and Stripe. To set up an account with Stripe, Customer may be required to register with Stripe, agree to Stripe’s separate terms and conditions, and complete a vetting process at Stripe’s request. Customer must go over and accept the Stripe Connected Account Agreement, which includes the Stripe Terms of Service) (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement, Customer agrees to be bound by the Stripe Services Agreement, as the same may be adjusted by Stripe from time to time. As a requirement of AI enabling payment processing services through Stripe, Customer agrees to provide AI with accurate and complete identifying information and Customer authorizes AI to disclose such identifying information and transaction information related to use of the payment processing services offered by Stripe. Customer understands and agrees that AI is not a party to the Stripe Services Agreement, which is between the Payment Processor, Customer or Applicant, and any other parties listed in the Stripe Services Agreement. AI has no obligations or liability to Customer or Applicant under the Stripe Services Agreement.

3. Payment Services Account

Registration. To register for Payment Services, Customer must provide the following information to AI: Customer’s business or trade name; FEIN or SSN; bank account number; bank account routing number; and any further information requested by AI. Until AI has approved all of Customer’s required information, the Stripe Account will be available to Customer only on a preliminary basis, and Customer understands that AI may terminate it at any time and for any reason.
Permitted Activities. Customer may use the Payment Services only to process payments for Applicants in connection with a Contractor Report application. Customer will not use the Payment Services as a way to transfer money, conduct personal transactions, accept or handle security deposits or any other deposits, or for any purpose other than the limited permitted purpose described herein.
Authority to Act. Customer represents and warrants to AI that Customer is authorized to provide the registration information described above. Customer further represents to have the right, authority, and capacity to enter into this Agreement and Customer agrees to abide by the terms and conditions of this Agreement. Where Customer has entered into this Agreement on behalf of an entity, Customer represents and warrants having the requisite authority to act on behalf of that entity and to bind that entity to this Agreement. If Customer is a sole proprietor, Customer (including any representative or other authorized personnel of such sole proprietor) hereby agrees to be personally liable for use of the Payment Services and any obligations to Applicants, including, but not limited to, payment of any amounts owed under this Agreement. AI reserves the right to require that Customer provides additional information or documentation to demonstrate authority to act.
Account Balances. No minimum balance is required in Customer’s Payment Services account. If there is a balance in Customer’s account, AI will keep those funds separate from AI’s corporate funds. AI will not use such funds for its operating expenses. AI will combine the funds in Customer’s account with the funds of other customers and AI may put those pooled accounts into bank accounts in AI’s name.
Balances Not FDIC Insured. AI is not a bank or other type of chartered depository institution. It is understood and agreed by Customer that funds held by AI or its service providers in connection with the processing of transactions are an ancillary function of enabling money transmission and not for any other benefit. Since the funds held by AI are not deposit obligations, such funds are not insured for the benefit of Customer by the Federal Deposit Insurance Corporation or any other governmental agency (“FDIC”).
Assignment of Interest. Customer understands and agrees that Customer will receive no interest or other earnings on the funds that AI handles and puts in pooled accounts. While AI does not typically receive interest on pooled funds, in consideration for Customer’s use of the Payment Services, Customer hereby irrevocably transfers and assigns to AI any ownership right that Customer may have in any interest that may accrue on funds held in pooled accounts. This assignment applies only to interest earned on Customer’s funds, and nothing in this Agreement grants AI any ownership right to the principal of the funds that Customer maintains with AI.
Right to Set Off Negative Balance. If the balance in Customer’s Payment Services account is negative for any reason, AI has the right to set off the negative balance by deducting amounts that Customer owes to AI from the amounts received in Customer’s account, or money Customer attempts to withdraw or otherwise remove from Customer’s account. Customer authorizes AI to recover any amounts due to AI by debiting Customer’s account balance. If there are insufficient funds in Customer’s account to cover Customer’s debt to AI, Customer will reimburse AI directly. If AI is unable to recover the funds from Customer directly or from Customer’s primary funding source, AI may recover the funds from Customer’s alternate funding sources, or AI may take other legal actions to collect any amounts that are more than 14 days past due, to the extent allowed by applicable law.
Reversals, Chargebacks, and Claims. When Customer receives a payment, Customer is liable to AI for the full amount of the payment plus any Fees if the payment is later rejected or held invalid for any reason, including reversal of the payment, chargeback, or claim. If any payer of a payment later disputes the payment or files a claim for a chargeback, the Financial Services Provider will decide the merits of the dispute and to whom payment is due. Customer authorizes AI to recover any amounts due to AI by debiting Customer’s account balance. If there are insufficient funds in Customer’s account to cover Customer’s debt to AI, Customer will reimburse AI directly. If AI is unable to recover the funds from Customer directly or from Customer’s primary funding source, AI may recover the funds from Customer’s alternate funding sources, or AI may take other legal actions to collect any amounts that are more than 14 days past due, to the extent allowed by applicable law.
Security Interest. To secure performance by Customer of this Agreement, Customer hereby grants to AI a lien on and a security interest in Customer’s Payment Services account and Customer agrees to execute any further documentation to perfect such rights granted to AI.
Automatic Withdrawals. Automatic withdrawals from Customer’s Payment Services account will be deposited into Customer’s bank account on file with AI on the first day of each month. These deposits may be delayed if the first day of the month falls on a weekend or holiday. AI reserves the right to delay withdrawals while AI screens for risks. Additionally, AI reserves the right to request that Customer provide additional identifying verification information and AI may limit the amount Customer may withdraw from Customer’s account until the Customer’s identity is verified.
Transfers to Linked Financial Services Provider Accounts. When Customer transfers money from Customer’s Payment Services account to Customer’s linked Financial Services Provider accounts, the ACH Rules will govern the transfer.

4. Relationship is Between Customer and Applicants

Customer is Responsible for Applicants. AI has no knowledge or information about whether a particular application processed for a contractor report is accurate or correct, available, or typical for Customer’s business. Accordingly, Customer, and not AI, is entirely responsible for the relationship between Customer and Applicants.
Legitimate Transactions Only. Customer agrees to use the Payment Services only for legitimate transactions with Applicants. Customer is solely responsible for knowing whether a transaction initiated by an Applicant is erroneous or suspicious. Customer is solely responsible for any losses incurred as a result of erroneous, fraudulent, or otherwise illegal transactions in connection with any use of the Payment Services.
Suspicious Use. AI may refuse, condition, or suspend any transaction that is suspected to violate this Agreement or that exposes Customer, AI, or others to risks unacceptable to AI, in its sole determination. If AI suspects or knows that Customer is using (or has used) the Payment Services for unauthorized purposes, AI may share any information in its possession related to such illicit activity (including information about Customer, Customer’s Payment Services account, Applicants, and transactions) with the Financial Service Provider, regulatory authority, or law enforcement agency.

5. Fees, Fines, and Taxes

Fees. The Payment Services are offered within the United States at a charge of $0.30 per transaction plus 3.4% of the total amount of the Application Fee (the “Fees”). AI may increase these Fees for cross-border transactions or foreign exchange services. All Fees and payments will be in United States dollars. AI may revise the Fees at any time with 30 days prior notice to Customer. Questions about Fees should be directed to [email protected].
Fines. Customer is responsible for any and all penalties, interest, or fines imposed upon Customer or AI by any bank, money services entity, payment network, credit or debit card provider, or other financial intermediary (each a “Financial Services Provider”) arising as a result of or in connection with Customer’s use the Payment Services in a manner that does not comply with the terms and conditions of this Agreement or the rules of the Financial Services Provider.
Taxes. Customer agrees to be responsible for determining the direct and indirect taxes of every description and any fees (collectively, “Taxes”) that may apply to transactions between Customer and each Applicant; and assessing, collecting, reporting, or remitting Taxes to the appropriate taxation authority. Customer agrees that AI is not obligated to determine whether any Taxes apply and AI is not responsible to calculate, collect, report, or remit any Taxes or tax-related information arising from any transaction between Customer and Applicant(s). If Taxes are imposed on AI by law because of this Agreement or if AI has a legal obligation to pay or collect Taxes for which Customer is responsible, AI will invoice Customer in an equal amount and Customer will pay the invoice within fifteen (15) days of receipt. Customer agrees to indemnify, defend, and hold harmless AI from any Taxes or claims, causes of action, costs (including attorneys’ fees) and any other liabilities of any nature whatsoever related to such Taxes.

6. Payment Investigation

Payment investigation is a process by which AI may review certain potentially high-risk transactions, as determined by AI in its sole discretion. In the event of a payment investigation, AI will place a hold on the payment and conduct a review to determine whether to clear or cancel the payment. If the payment is cleared, AI will provide notice to the recipient. Otherwise, AI will cancel the payment and any funds received by AI will be returned to the payer. AI will provide notice to Customer by email and/or in the account history tab of Customer’s Payment Services account if the payment is canceled.

7. Credit Card Dispute Policy

When an Applicant disputes a charge, AI is notified by the Payment Processor. Applicant’s Financial Services Provider automatically refunds the transaction. AI may deduct this disputed amount from Customer’ Payment Services account and charge a dispute fee in the amount of $15.00 to Customer’s account. See Section 3(h) above for details about reversals, chargeback and claims. AI will notify Customer by email about the chargeback and describe steps to take in an effort to resolve the dispute. However, AI will not intervene to resolve the dispute. Customer understands and agrees that it is the sole responsibility of Customer to resolve the dispute and Customer further understands and agrees that as a result of a dispute, Customer may forfeit the disputed amount and associated Fees. If a dispute is resolved in favor of Applicant, AI will deduct the disputed amount, associated Fees, and the $15.00 dispute fee from Customer’s account. If the dispute is resolved in favor of Customer, AI will return the disputed amount less the $15.00 dispute fee and associated Fees to Customer’s account.

8. E-Signature Consent and Notices

E-Signature Consent. By registering for a Payment Services account, Customer agrees that such registration constitutes the electronic signature method provided in connection with this Agreement (“E-Signature”). Customer agrees such E-Signature is the legal equivalent to a hand-written signature on this Agreement, which will have the same binding legal effect as a physical signature. Customer understands and agrees that AI will rely on Customer’s E-Signature to effect this Agreement.
Consent to Electronic Disclosures and Notices. Customer hereby consents to electronic provision of all disclosures and notices from AI (“Notices”), including those required by applicable law. Customer also agrees that such electronic consent will have the same legal effect as a physical signature.
Withdrawing Consent. Customer will not be permitted to begin using the Payment Services before agreeing to electronic delivery of Notices. However, Customer may withdraw consent to receive Notices electronically by terminating the Payment Services account.

Please direct questions, comments, or report any violations of this Agreement to: [email protected]