These terms set requirements for all integrations that utilize Aeropay’s software and/or Services. In executing the agreement, Client agrees to all of the following, without exception.
1. USER AUTHENTICATION
- Authentication. Client shall enforce, at a minimum, SMS 2-factor authentication for all users at the time of registration and when users change their number via Aeropay’s Authentication or another vendor. If Client does not require any Multi-Factor Authentication, then Client must build Aeropay’s passwordless SMS 2FA for each transaction or participate in B2B transactions where they are not required to enforce MFA.
2. MERCHANT AND USER MANAGEMENT
Client shall:
- Provide complete and accurate data outputs to the best of their ability through commercially reasonable procedures. Data transmitted on consumers is defined as a user’s first/last name (or business name), email, and phone number.
- Make cell-phone numbers unique to the user.
3. LEGAL COMPLIANCE
Client shall adhere and comply with:
- All laws and regulations applicable to its business, products and services, including, but not limited to, as applicable: all local age and verification requirements and any and all applicable licensing and registration requirements.
- Immediately notify Aeropay of any material changes in their product and will subsequently submit an updated or new legal opinion that specifies such changes.
- Immediately notify Aeropay of any actions wherein a state or government agency has requested that they stop doing business in the state or otherwise taken material enforcement actions or proceedings against Client.
4. BRANDING
- Client shall include the Aeropay provided package of brand assets in its products and/or services to ensure Client’s users understand Aeropay’s involvement in their transactions.
5. AEROPAY REFERENCE MATERIALS
- Client shall make available Aeropay-provided reference materials in its app and/or website. Aeropay reference materials include FAQs and marketing documentation (i.e. FAQs, marketing)
6. TERMS OF SERVICE & DISCLOSURES
Client agrees to include the following excerpts in their Terms of Service and/or Privacy Policy:
- In Client’s Terms of Service or equivalent:
“Special provisions related to Bank Transfer Payments
$IntegratorName has partnered with financial services software company Aeropay to offer you ACH payments. When you create a $IntegratorName Account and connect a bank to complete ACH payments, you will be creating an Aeropay account. You authorize $IntegratorName to share your identifying information with Aeropay to open and support your $IntegratorName Account. You must comply also with Aeropay’s Terms of Service when creating or using your $IntegratorName Account. The Aeropay Terms of Service may be modified from time to time, and the governing version is incorporated by reference into this Terms of Service. Any term not defined in this section but defined in the Aeropay Terms of Service assumes the meaning as defined in the Aeropay Terms of Service.”
- In Client’s Privacy Policy:
“Data Sharing with Payment Vendors
$IntegratorName has partnered with financial services software company Aeropay to offer you ACH payments. When you create a $IntegratorName Account and connect a bank to complete ACH payments, you will be creating an Aeropay account. It is your responsibility to make sure the data you provide us is accurate and complete. You must comply also with Aeropay’s privacy policy (the “Aeropay Privacy Policy”) when creating or using your $IntegratorName Account. The Aeropay Privacy Policy may be modified from time to time, and the governing version is incorporated by reference into this Privacy Policy.”
- Disclosure Prohibitions. Client shall refrain from referring to Aeropay as any of the following: a Bank, having or offering FDIC insurance, storing funds, and/or using any similar language that could misconstrue the nature of Aeropay’s business.
7. PREAUTHORIZATION
- If Client intends to collect payments before orders or services are fulfilled, then Client agrees to utilize Aeropay’s preauthorization functionality and automate the refunding and voiding of transactions with Aeropay’s API.
8. SUSPENSION OF USERS
- Aeropay will suspend all users with outstanding declined payments and/or demonstrated patterns of fraud and consider banning them permanently.
- Client agrees to also suspend Users with outstanding declined payments and/or demonstrated patterns of fraud from Client’s platform until the Aeropay debt is fully resolved, or follow procedures otherwise agreed upon to support the use case.
9. SUPPORT COMMUNICATION
- Client shall establish effective channels of communication with Aeropay’s customer care and payment operations teams. For example, a shared Slack channel or routine check-in call.
10. API VERSIONING
- Client shall maintain Aeropay’s most up-to-date API versioning.
11. FEES AND PAYMENT
- Client agrees to pay all fees specified in the applicable Order Form. Fees are due within 30 days of invoice date.
- Aeropay may suspend the Service if payment is not received within 30 days of the due date.
- All fees are exclusive of applicable taxes, which are the Client's responsibility.
12. TERM AND TERMINATION
- These Terms remain in effect until terminated by either party, as outlined in the pricing agreement.
- Aeropay may terminate immediately if Client violates Sections 3, 6, 11 of these Terms.
- Upon termination, Client shall cease all use of the Service and delete all Aeropay materials.
13. WARRANTIES AND DISCLAIMERS
- Aeropay provides the Services “As Is” and disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
- Aeropay does not warrant that the Service will be uninterrupted or error-free.
14. LIMITATION OF LIABILITY
- To the fullest extent permitted by law, Aeropay’s total liability arising out of or related to these terms will not exceed the amounts paid by client in the 13 months preceding the claim.
- Aeropay will not be liable for any indirect, incidental, special, consequential or punitive damages.
15. DATA USAGE AND PRIVACY
- Client is responsible for obtaining all necessary consents from Consumers for Aeropay to process Consumer data in accordance with Aeropay's privacy policy.
- Client grants Aeropay a license to use Consumer data as necessary to provide the Service and generate anonymized, aggregated data.
- Client shall comply with all applicable data protection laws and regulations regarding Consumer data.
16. SECURITY AND ACCESS
- Client is responsible for maintaining the security of account credentials and for all activities occurring under its account.
- Client shall implement reasonable security measures to protect Consumer data accessed through the Service.
- Aeropay may suspend access to the Service without liability if it reasonably believes there is a security threat or violation of these Terms.
17. LICENSE
- Subject to these Terms, Aeropay grants Client a non-exclusive, non-transferable license to:
- Use the Service for Client's internal business purposes
- Permit authorized end users ("Consumers") to access the Service
- Use Aeropay materials solely in conjunction with authorized use of the Service
- Client shall not:
- Sell, resell, rent, lease, sublicense or distribute the Service
- Modify, derive, reverse engineer, decompile or create derivative works of the Service
- Use the Service to build a competitive product
- Remove or alter any proprietary notices on the Service
- Use the Service or output for any unlawful purpose
18. DEFINITIONS
“Pricing Agreement OR Order Form” or other agreement wherein base terms including pricing are established