Merchant Agreement Terms
Version 10: Last revised Monday, September 10, 2018
Bolt Financial, Inc.
Terms of Service
Summary of These Terms
Welcome to Bolt. We developed the Bolt Checkout services to make it easy for you to accept credit and debit card payments online from your customers so you can focus on growing your business, as well as additional services that you can use with Bolt Checkout, such as the Merchant Dashboard and Ready Returns. Collectively, we refer to Bolt Checkout, the Merchant Dashboard and Ready Returns as the “Bolt Services” in these terms.
We have drafted these Merchant Terms of Service (“Terms”) to be simple and easy to understand, including by presenting a summary of key terms at the outset, but please read these Terms in full to ensure you understand your legal obligations. Should you have any questions or concerns or would simply like to better understand how we do things at Bolt, please do not hesitate to contact us at email@example.com.
This Merchant Agreement will become effective when your first order is processed through Bolt. You will complete your technical scoping and implementation prior to initiating such order.
ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND BOLT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
The Bolt Services
We provide you with software and a service to process your online payments; we will respect and protect your privacy, data and personal information. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations. Bolt may offer other services to you that may be subject to additional or different terms. Complete details
Registering for Bolt
You provide us with basic information about your company; we will seek to verify your information (we may work with third parties to do so) and approve your account unless deemed risky (by us or our payment processors in our sole discretion). You give us permission to do all this, and to periodically update your information, or we otherwise must terminate your access to Bolt Services. There are some prohibited activities for which you may not use the Bolt Services. Complete details
Receiving your Funds from Card Transactions
Funds from your transactions (minus our fees) are paid to you at a schedule communicated to you once your Bolt Account is approved and Bolt has been able to set up your merchant bank account integration. Thereafter, initial payouts for your card transactions are typically sent to your bank within 2 business days. A certain amount of your funds may be subject to an additional hold period (for example, in a Reserve Account) with terms determined by your perceived risk and transaction history. Bolt will provide protection against certain Chargebacks (defined below) due to purchaser or customer fraud for payments processed by Bolt as further described in Bolt’s Chargeback Policy. You are responsible for all transactions not covered by Bolt’s Chargeback Policy, as well as all refunds and returns. You are responsible for refunds and returns. You have 30 days from the reflection of a transaction on your Dashboard and/or transaction history to inform us of and work with us to resolve any errors. We may, in our sole discretion, charge your account for anticipated or actual refund requests we receive from your customers. Complete details
Termination and Other Legal Terms
Your use of the Bolt Services is offered in Bolt’s discretion. We can terminate this agreement at any time, with or without advance notice to you, and with or without cause. Termination is effective immediately. Termination does not alter your liability for processed payments. This section also includes all the customary legal items including indemnification, warranties, and assignment. Complete details
Bolt Terms of Service
The terms and conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization listed as the “Merchant” on the service registration page (sometimes also referred to as “you,” “your”, “user”), Bolt Financial, Inc. (“Bolt”), and Vantiv, LLC (“Vantiv”, collectively with Bolt referred as “we”, “our” or “us”).
You agree that Bolt Services shall be used to handle all of your credit card processing during the term of these Merchant Terms. You have thirty (30) days after the execution of these Merchant Terms to cancel and cease using any other providers of credit card processing services.
Section A: Bolt Services
A.1. Our Role
Bolt Checkout helps you accept and process credit card, debit card and other types of payments (collectively “Cards”) from your customers who want to pay you for products or services or give donations. Bolt’s card processing service supports US-issued card and most non-US issued cards with a Visa, MasterCard, Discover, or American Express logo (collectively the “Card Networks”) including credit, debit, pre-paid, or gift cards. Bolt is not a bank or a money services business (“MSB”) and Bolt does not offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for the products or services purchased using Bolt Checkout. You will be required to register with Bolt to use Bolt Checkout (see Registering for Bolt).
Bolt Merchant Dashboard provides a platform for merchants access their customer transactions, process payment reversals, and receive important messages from Bolt. You are solely responsible for ensuring that only authorized persons have access to and use of your Merchant Dashboard. Bolt shall have no liability whatsoever for, and you agree to fully indemnify, defend, and hold harmless Bolt and the other Disclaiming Entities (defined below) for any and all damages arising from your failure to maintain the security of your Dashboard access credentials (i.e., due to the malfeasance of departed employees).
You have a thirty (30) day period following the effective date of these Terms (“Ramp-Up Period”) to cancel and otherwise cease using any other credit card processing services to receive payments from your customers. After the conclusion of the Ramp-Up Period, You agree to use, and agree to cause all of your employees and agents to use, Bolt and no other provider of credit card processing services during the Term of these Merchant Terms. You may accept payment through other sources, such as PayPal accounts for payments using PayPal funds, or cash, provided that no portion of the payment you receive via credit card is processed other than through the Bolt Services. This exclusivity is a required condition of the pricing and services offering Bolt provides to You.
A.2. Authorization for Handling of Funds
By accepting these Terms, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. You further authorize Bolt to instruct Vantiv on how your card transaction settlement funds should be disbursed to you (such as by ACH credit transaction or sending you a paper check payable to you) and the timing of such disbursements. Settlement funds will be held in a deposit account at Vantiv pending disbursement of the funds to you in accordance with these Terms. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by Vantiv pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account controlled by Vantiv. We may make available to you information in the Bolt Merchant Dashboard regarding anticipated settlement amounts received on your behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of Bolt or Vantiv to you and is subject to change in our discretion depending on the circumstances of the particular transaction. This settlement information reflected in the Bolt Merchant Dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated bank settlement account. When you authorize us to collect payments from your customers, you authorize Bolt act as your agent to collect the funds from your customers on your behalf. When we collect payments from your customer on your behalf, your customer satisfies their obligation to pay you. When we collect payments from your customer, we agree to pay you pursuant to these Terms. Your authorizations set forth herein will remain in full force and effect until your merchant account with Bolt (your “Bolt Account”) is closed or terminated.
Pre-Authorized Charges to Your Account
Bolt will usually transmit payment funds to your account soon after the customer pays You. However, in circumstances where (1) we have reason to believe that a customer is due a refund or will request one, or (2) we anticipate you will close your Bolt account prior to the conclusion of an available refund period for Your customer, Bolt reserves the right to withdraw funds from your account or withhold payments to you in order to satisfy such refund request in its sole discretion. You hereby authorize Bolt to debit your bank account where Bolt deems it necessary, in Bolt’s sole discretion, in order to administer refunds to customers, process chargebacks, secure termination charges, ensure the payment of Fees, and/or to otherwise enforce these Terms or comport with Your obligations under these Terms.
A.3. Payment Methods
You agree you will only process payments when expressly authorized to do so by your customer, in a manner and amount subject of the informed consent of that customer. Bolt will only process transactions that have been authorized by the applicable Card Network and card issuer.
Bolt may add or remove one or more Cards, payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the change.
A.4. Customer Service
We will provide you with customer service to resolve issues relating to your Bolt Account, use of the Bolt Services, and the distribution of funds to your designated bank settlement account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through Bolt Payments, refunds, and/or disputes about the quality of products or services.
It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of Bolt Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process, whether or not we give notice to you.
Pursuant to the Internal Revenue Code, merchant acquiring entities and third-party settlement organizations are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third-party network transactions with merchants occurring in that calendar year. You acknowledge that we will report to the Internal Revenue Service the total amount of the payments you receive each calendar year as required by law, including without limitation on IRS Form 1099-K, either directly through Bolt or through a subcontractor of Bolt.
A.6. Your Data Security Obligations
You are fully responsible for the security of data on your site, through your app, in connection with products or services you provide, or otherwise in your possession (collectively, your “Channels”). You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as “Payment Data”) in connection with your Channel(s). While Bolt seeks to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business. You specifically agree that at all times you will be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), solely as applicable to Channels which wrap the Bolt Services. The steps you will need to take to comply with PCI-DSS and PA-DSS when using Bolt will vary based on your implementation. For more information about implementing Bolt, please contact us or refer to our documentation. Many Merchants are not required to take affirmative action to comply with PCI-DSS when using Bolt, but if we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS. You also agree that, to the extent you transmit and store any cardholder data outside of Bolt Services, you will use only PCI compliant service providers in connection with the storage, or transmission of Payment Data defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on the PCI DSS can be found on the PCI Council’s website.
A.7. Security and Fraud Controls
Bolt may provide or recommend security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). These Security Controls may include processes or applications that are developed by Bolt or by third parties, including but not limited to providing two-factor authentication for logging into your Bolt Account. You agree to review and implement all Security Controls that are appropriate for your business to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorized card transactions.
A.8. Audit Right
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks at any time.
A.9. Your Privacy
A.10. Privacy of Others
Your access to the Bolt Services may cause you to receive certain nonpublic information from Bolt, such as indicators that have alerted us to potential fraud and/or fraudulent activity, information about Bolt’s security measures and updates, and information about Bolt’s business operations or plans (“Bolt Confidential Information”). You agree only to use the Bolt Confidential Information as necessary to receive the Bolt Services and for no other purpose, whether directly or indirectly, and further agree that you may not copy or disclose the Bolt Confidential Information for any reason.
If you receive information about third parties, including cardholders, through the use of the Bolt Services, you also agree to keep such information confidential and to only use it solely as strictly required by your use of the Bolt Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express written consent of any applicable user and Bolt to do so. You may not disclose card information to any third party, other than in connection with processing a card transaction requested by your customer using Bolt Payments and in a manner consistent with PCI DSS and applicable law.
A.11. Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Bolt Services (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in these Terms, you will not use Bolt Payments to: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any transaction for processing that does not arise from your sale of products or services to a buyer customer, or acceptance of a bona fide charitable donation; (iii) accept or enable your customers to use any Card which you know or should know was either fraudulent, lost or stolen (iv) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party; (iv) assist what you believe to be potentially fraudulent authorizations or fraudulent transaction; or (v) use Bolt in a manner that Visa, MasterCard, American Express, Discover, or any other Card Network or payment network might reasonably believe to be an abuse of such network or a violation of its applicable rules.
You further agree not to, nor to permit any third party to, do any of the following with the Bolt Services: (i) access or attempt to access Bolt systems, programs, or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way material from Bolt, Bolt’s website, or Bolt Services; (iii) permit any third party to use Bolt Services via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights granted to you under these Terms; (v) work around any of the technical limitations, use any tool to enable features or functionalities that are otherwise disabled – or decompile, disassemble, or otherwise reverse engineer – except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation, or prevent access to or use by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) use in a manner that is not expressly permitted in these Terms.
A.12. Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of these Terms, any other Bolt agreement, or exposes you, other Bolt users, financial services providers, or Bolt to harm or unnecessary risk, including but not limited to fraud, money laundering, tax evasion, and other criminal acts. You grant us authorization to share information with law enforcement about you, your transactions, or your Bolt Account if we reasonably suspect that your use of Bolt has been for an unauthorized, illegal, or criminal purpose.
A.13. Card Network Rules
The Card Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You are required to comply with all applicable Network Rules that are applicable to merchants. You can review portions of the Network Rules at Visa, MasterCard, and American Express. The Card Networks reserve the right to amend the Network Rules. Bolt reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes to the Bolt Services.
A.14. Disclosures and Notices
You agree that Bolt can provide disclosures and notices regarding the Bolt Services to you by posting such disclosures and notices through the Bolt Merchant Dashboard, emailing them to the email address listed in your Bolt Account, mailing them to the address listed in your Bolt Account, or posting them to our website. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy; you can opt to receive paper notices by emailing firstname.lastname@example.org. Such disclosures and notices will be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
Electronic Notices and Consents (“Consent”) as Used in these Terms
We may need to provide you with certain communications, notices, agreements, billing statements, or disclosures in writing (“Communications”) regarding Bolt Services. Your agreement to this Consent confirms your ability and consent to receive Communications electronically, rather than in paper form, and to the use of electronic signatures in our relationship with you (“Consent”). If you choose not to agree to this Consent or you withdraw your consent, you may be restricted from using the Bolt Services.
Electronic Delivery of Communications and Use of Electronic Signatures
Under this Consent, Bolt may provide all Communications electronically by email, by text message, or by making them accessible via our Site or Dashboard. Communications include, but are not limited to, (1) agreements and policies required to use the Services, (2) payment authorizations and transaction receipts or confirmations, (3) account statements and history, (4) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.
To access and retain the electronic Communications, you will need the following:
A computer or mobile device with Internet or mobile connectivity.
For website-based Communications, a current web browser that includes 128-bit encryption. Minimum recommended browser standards are Microsoft Internet Explorer version 10.0 and above (see www.microsoft.com/ie for current version), Mozilla Firefox current version (see www.mozilla.com for current version), Apple Safari current version (see www.apple.com/safari for current version), or Chrome current version (see www.google.com/chrome for current version). The browser must have cookies enabled.
For application-based Communications, a mobile phone operating system that supports text messaging, downloads, and applications from the Apple App Store or Google Play store.
Access to the email address used in connection with your Bolt Account.
Sufficient storage space to save Communications and/or a printer to print them.
If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add email@example.com to your email address book.
Paper Delivery of Communications
You have the right to receive Communications in paper form. To request a paper copy of any Communication at no charge, please write to Bolt Financial Inc, 288 7th Street, San Francisco, CA 94103 within 180 days of the date of the Disclosure, specifying in detail the Communication you would like to receive.
Withdrawal of Consent to Electronic Communications
You may withdraw your consent to receive electronic Communications at any time, by writing to the physical address above (though this may result in termination of your access to Services). Any withdrawal of your consent will be effective after a reasonable period of time for processing your request.
Updating Your Email Address
You can change your email address by writing to the above physical address. You may also be able to change your email address yourself through the Services.
A.15. References to Our Relationship
You agree that, from the time you begin processing payment with Bolt until the end of the Term, we may identify you as a customer of Bolt (including without limitation by use of your name and logo in our marketing materials). Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Bolt.
A.16. Additional Services
From time to time we may offer you additional features or services (“Additional Services”), such as ACH support or international settlement services, which may be subject to additional or different terms of service. As with the Bolt Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of these Terms to the Service.
Section B: Registering your Bolt Account
The Bolt Services are only made available under these Terms to persons in the United States that operate a business selling products or services, or to accept donations for a bona fide charitable organization. Bolt Payments may not be used to accept payments for personal, family, or household purposes. To use the Bolt Services, you will first have to register. When you register, we will collect basic information including but not limited to your name, company name, location, email address, tax identification number, and phone number. If you have not already done so, you will also be required to provide an email address and password for your Bolt Account. You may not register another account with Bolt if we have already rejected an account for your business. If you believe your original application was rejected in error, please contact our support term at firstname.lastname@example.org to review your account.
If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business, and must have the authority to bind the business to these Terms. You are accepting the terms and conditions of these Terms on behalf of the business. If you are a sole proprietor, the term “you” or “You” will mean you, the natural person, as well as the business organization that You represent.
B.2. Company Descriptions and URL
As part of your registration, you must provide the URL for your business and the name under which you do business, which may be the business’s legal name or a DBA. These items may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, you must enter a description that clearly identifies your business as well as an accurate URL.
B.3. Verification and Underwriting
To verify your identity, we will require additional information including but not limited your business EIN or Tax ID and may require information on principals of your business including social security number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with these Terms. We use this information for internal purposes and do not use this information for the purpose of creating a credit report about an individual user.
Bolt may use your information to apply for card merchant acquiring accounts on your behalf with certain Networks (such as American Express), and you hereby authorize us to do so. If we or American Express request that you do so, you may also be required to enter into a direct agreement with American Express in addition to these Terms. In that case, unless you expressly inform us in writing otherwise, you hereby authorize Bolt to continue to manage your American Express account on your behalf and to cause funds settled from American Express transactions to be deposited to an omnibus bank account designated by Bolt for your benefit.
After we have collected and verified all your information, Bolt will review your account and determine if you are eligible to use the Bolt Services. Bolt may also share your information with our payment processors (such as Vantiv), each of which may also make a determination regarding your eligibility. If we or Vantiv requests that you do so, you will also be required to enter into a direct agreement with Vantiv in addition to these Terms. We will notify you once your account has been either approved or deemed ineligible for use of the Bolt Services.
By accepting the terms of these Terms, you authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. Bolt may periodically update this information to determine whether you continue to meet our eligibility requirements.
You agree that Bolt is permitted to contact and share information about you and your application (including whether you are approved or declined), and your use of Bolt with the financial services providers we work with, including Vantiv. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the program, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Bolt’s risk management process.
B.4. The Bolt Services – US only
By registering for Bolt, you confirm that you are a business entity authorized to conduct business by the state in which you operate. Bolt may only be used to process payment for businesses in the fifty states of the United States of America and the District of Columbia. Except where expressly permitted, you may not export the Bolt Services directly or indirectly, and you acknowledge that the Bolt Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).
By accepting these Terms you confirm that you will satisfy these requirements.
B.5. Prohibited Businesses
There are certain categories of businesses and business practices for which the Bolt Services cannot be used (“Prohibited Businesses”). Many of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering a Bolt Account, you confirm that you will not use the Bolt Services in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or have questions about how these requirements apply to your business, please contact us at email@example.com.
Section C: Processing Card Transactions, Receiving Your Funds, and Fees
C.1. Processing Card Transactions
As used in these Terms, a “Chargeback” is a request that your customer files directly with an issuing bank to reverse or invalidate a processed payment, and a “Refund” means a reversal that you initiate of a charge, in whole or in part. “Claim” means a challenge to a payment that you or your customer files directly with Bolt. “Reversal” means Bolt reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her), (d) you received the payment for activities that violated these Terms or any other agreement you have with Bolt, or (e) we decided a Claim against you and in favor of a customer and therefore reverse the customer’s payment. You agree that you will honor all eligible cards presented for payment by your customers for your products and services in accordance with the Network Rules, these Terms and any operating guides that we may provide you from time to time.
You also acknowledge that, if you have (2) $100,000 or greater in Visa charge volume annually or (3) $1,000,000 or greater in MasterCard charge volume annually, you agree to be bound by a legal binding contract between you and VANTIV, LLC and its designated member bank, Fifth Third Bank, without any further notice by Bolt or Vantiv. You can review the contract between you and VANTIV, LLC and its designated Member Bank here.
While you may charge fees for your products or services, you may not impose any fee or surcharge for payment processing on a customer that seeks to use an eligible payment card or misrepresent fees charged for payment processing. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Card Network rules and applicable law.
Bolt may audit your books and records relating to these Terms, your compliance therewith and the use of Bolt Services in its sole discretion at your sole cost and expense, provided that Bolt shall not be obligated to conduct such an audit before seeking to enforce these Terms against you in a court of law.
You will display all Card Network marks in accordance with the rules and procedures of the Card Networks, and will use such marks only to indicate that you accept their cards for payment.
C.2. Payouts and Transaction History
We will pay out funds settling from the Card Networks to your designated bank or card settlement account (“Bank Account”) you provide when registering your Bolt Account. Funds will be settled in the Bank Account in the amounts actually received (less our Fees, as defined below, as well as any Chargebacks, Reversal, Refund, or Claim) for transactions processed by Bolt Payments. Your Bank Account must be located at a bank branch in the United States and held in the name of your business. You are responsible for the accuracy and correctness of information regarding your Bank Account, including inputting the correct information as part of registering or updating your Bank Account. Funds for transactions may be transferred to your Bank Account prior to funds being settled from the Card Networks. Any such funds paid to you prior to having been settled are considered preliminarily credited but may be subject to a Reversal as described in 3 below. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).
After transfer of funds is initiated to your Bank Account, we will update information in your Bolt Account to reflect settlement. Information regarding your transactions that are processed and settled using Bolt Payments (“Transaction History”) will be available to you when you login to your Bolt Account. While we will provide Transaction History in your Bolt Account, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Bolt Account as may be required for your business. Bolt is not responsible for maintaining Transaction History or other records in a manner consistent with your record retention obligations and may change the duration of the Transaction History at any time.
C.3. Payout Schedule
“Payout Schedule” refers to the time it takes for us to initiate a transfer to your designated Bank Account of settlement funds arising from card transactions processed through Bolt Payments. Once your Bank Account information has been reviewed, Bolt will initiate transfer of settlement funds (net of Fees and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your Bolt Merchant Dashboard. The settlement funds should normally be credited to your Bank Account within 3 days of us initiating the payout. The initial transfer to your account may be delayed pending review of your account. We are not responsible for any action taken by the financial institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you. You can contact us at any time to inquire about changing the timing of your Payout Schedule, and will be informed of the process and requirements for Bolt to review your Payout Schedule. We reserve the right to hold payments or deposits to your merchant account in the event we in our sole discretion determine a transaction relating to such payments may be fraudulent or unauthorized, specifically:
We reserve the right to change the Payout Schedule, suspend payouts to your Bank Account, or initiate a Reversal should we determine it is necessary due to (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her), (d) you received the payment for activities that violated these Terms or any other agreement you have with Bolt, (e) we decided a Claim against you and in favor of a customer and therefore reverse the customer’s payment, (f) pending disputes, (g) excessive or anticipated excessive Chargebacks pursuant to these Terms or Refunds, (h) other suspicious activity associated with your use of Bolt Payments, or (i) if required by law or court order.
C.4. Reconciliations and Errors
Transaction History will be available to you when you login to the Bolt Merchant Dashboard. You are responsible for reconciling your Transaction History with your actual transactions, and agree to notify us of any errors or discrepancies in your Transaction History (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, we will transfer funds to your Bank Account in the next scheduled payout. While we may still work with you in our sole discretion to reconcile Errors, your failure to notify us such Errors within 60 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.
If you submit or cause us to process transactions erroneously, you will contact us immediately to inform us of the specifics of the error and fully cooperate with us in our resolution of that error. Your failure to notify us of a processing error within 30 days of when it first appears on your Transaction History and/or Dashboard will be deemed a waiver of any right to amounts owed to you.
C.5. Refunds and Returns
You agree to submit all Refunds for returns of your products and services that you used Bolt Payments to receive payment through Bolt Payments to your customers in accordance with these Terms and Network Rules. Network Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase; (iii) not give cash Refunds to a customer in connection with a Card sale, unless required by law; and (iv) not accept cash or any other item of value for a Refund.
Refunds must be for the exact dollar amount of the original transaction (including tax, handling charges, and other) or less. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. Bolt Fees will not be refunded to you if you issue a Refund. You will use best efforts to process all Refunds within 60 days after the original transaction date, and you acknowledge that Refunds processed after that time may not be capable of being processed.
Bolt will deduct the Refund amount from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. Where these funds are not sufficient, you authorize Bolt to initiate a debit entry to your Bank Account in the amount necessary to complete the refund transaction to the cardholder’s card. In the event Bolt cannot debit your Bank Account, you agree to pay all funds owed to Bolt immediately upon demand by Bolt. You are solely responsible for accepting and processing returns of your products and services. We have no responsibility or obligation for processing such returns, or for responding to your customers’ inquiries about such returns.
A “Chargeback” is typically caused when a customer disputes a charge that appears on their bill. Bolt and you mutually agree that (a) fraud by purchasers represents a risk to the Bolt Services under these Terms, and (b) it is in the interests of both parties to minimize fraud. Merchants are solely responsible for any costs associated with Chargebacks unless the Chargeback is a Covered Transaction, as described in Bolt’s Chargeback Policy.
Pursuant to these Terms, Bolt will implement fraud detection and security procedures for all Transactions.
Bolt Provides protection against Chargebacks that are Covered Transactions in accordance with its Chargeback Policy. Merchants are solely responsible for the costs of any Chargebacks, Reversals, Refunds, or Claims that are not Covered Transactions pursuant to the Chargeback Policy.
Bolt and you further agree that Chargebacks may occur resulting from your activity that is beyond Bolt’s control including, but not limited to, when:
- a credit has not been processed when the customer expected it would be,
- merchandise ordered was never received, or
- a service was not performed as expected.
You will be responsible for Chargebacks that may occur from such activity that is beyond Bolt’s control. Accordingly, Bolt and you agree to meet at six months and twelve months after the date you first register, and every six months thereafter if required, to review Chargeback rates realized by Bolt under these Terms. You will be entitled to request additional meetings and nonproprietary data related to Chargeback rates at your sole discretion with 30 days notice to Bolt.
C.7. Contesting your Chargebacks
Bolt may elect to contest Chargebacks assessed against you. You agree to provide us with the necessary information, in a timely manner, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with financial institutions and Card Networks to help resolve any disputes.
C.8. Bolt Fees
You agree to pay all fees assessed by us to you for providing the Bolt Services described in these Terms (“Fees”). Except as otherwise stated in writing and signed by Bolt, these fees will be calculated pursuant to the Fee Schedule linked to here or a Fee Quote provided to you by Bolt (as applicable), in each case, which is subject to and governed by these Terms. We reserve the right to revise our Fees with 30 days’ notice to you.
You acknowledge that you are also responsible for any penalties or fines imposed on Bolt or you by any Card Network or financial institution as a result of or in connection with your use of the Bolt Services.
In certain circumstances, we may determine that a Reserve Account is necessary to provide the Bolt Services to you. Where needed, Bolt may, in its sole discretion, set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in a Reserve Account. Bolt, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.
Bolt may fund the Reserve Account through (i) funds owed to you for transactions submitted through the Bolt Service, (ii) debiting your Bank Account, (iii) through other sources associated with your Bolt Account, or (iv) requesting that you provide funds to Bolt for deposit.
C.10. Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under these Terms by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions, including funds from another one or your Bolt Accounts. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may debit the Bank Account registered in your Bolt Accounts for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand is a material breach of these Terms and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest. We reserve the right to seek payment directly from fraudulent payors, and you consent to our doing so as we deem suitable in our sole discretion.
In some cases, we may require a personal guarantee from a principal from your business as a condition of our continuing to provide Bolt Services to you. If a personal guarantee is necessary, we will specifically inform you in advance of providing the Bolt Services.
C.11. Security Interest
You hereby grant us a lien and security interest in the Reserve Account, all transactions (including future transactions), any rights to receive credits or payments under these Terms, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest, even if such request is made after you have established a negative balance with Bolt.
Section D: License, Termination, and Other General Legal Terms
D.1. Your Right to Use the Bolt Services; Our Trademarks
Bolt grants you a personal, limited, non-exclusive, revocable, non-transferable permission, without the right to sublicense, to electronically access and use the Bolt Services solely to (a) accept and receive payments, and (b) manage the funds you so receive during the Term. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by Bolt. Where updates are subject to new or additional terms, we will update these Terms or provide notice to you.
We may also periodically make available certain Bolt logos, trademarks, checkout buttons, or other identifiers or assets for your use (“Bolt Marks”). You may use the Bolt Marks in accordance with the limitations described below to let your customers know that Bolt provides payment processing services for your business.
The Bolt Marks are important assets of Bolt’s business, and they are protected by US and international copyright and trademark laws. By using them you agree as follows:
We grant you permission to use the Bolt Marks on a non-exclusive, non-transferable basis. This permission may be revoked at any time at our discretion. Of course, we don’t expect to do this without a good reason.
You may only use the Bolt Marks on that portion of your website or application that directly relates to payment processing services that we provide you. You won’t assert or imply any relationship with Bolt other than the one that actually exists.
You may only use the Bolt Marks in the form and style the Bolt Marks are provided to you by Bolt and any instructions provided by Bolt from time to time. Bolt may provide you with style or usage guidelines for Bolt Marks from time to time, including such things as size, color or placement. Unless we agree otherwise, you will use the Bolt Marks only in a way that is consistent with those guidelines. You will update your use of the Bolt Marks to conform to changes in our guidelines within a reasonable time after we provide you notice of the change.
You may not use the Bolt Marks or the word “Bolt”, any confusingly similar name or trademark, in the name of your product or service, or in your domain name, without our prior written approval.
You will not display, copy, modify or transmit the Bolt Marks in any way except as described in these Terms or otherwise agreed in writing by Bolt.
Bolt may limit or revoke your ability and/or permission to use Bolt Marks at any point. All rights not provided in these Terms are expressly reserved by Bolt. We may change Bolt Marks from time to time. In the event that Bolt Marks are changed, you will use the current version of the Bolt Marks.
Bolt provides you a limited permission to use the Bolt Services as described in and subject to these Terms. Each of the foregoing is accessible on a temporary basis and not sold, and we reserve all rights not expressly granted to you in these Terms. The Bolt Services are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Bolt Services and all copies of the Bolt Services.
For the purposes of these Terms, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Bolt Services, including without limitation about how to improve the Bolt Services or our products (“Feedback Items”). By submitting any Feedback Items, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Bolt under any fiduciary or other obligation, and that we are free to use the Feedback Item(s) without any additional compensation to you, and/or to disclose the Feedback Item(s) on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission of any Feedback Item(s) or use hereof in Bolt’s products or services, Bolt does not waive any rights to use similar or related ideas previously known to Bolt, or developed by its employees, or obtained from sources other than you.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues until terminated by you (solely as permitted herein), Bolt, or Vantiv.
The initial term of these Terms shall be for one (1) year (“Initial Term”) unless otherwise agreed upon in a writing signed by both parties. You may terminate these terms under the following conditions: 1) The Bolt Services do not provide a positive economic result in the following categories: fraud prevention, shopping cart conversion and increased customer loyalty; 2) Unremedied significant technical issue affecting more than 10% of Bolt’s client base for more than 24 hours.
After the Initial Term, these Terms shall automatically renew for “Renewal Term” periods of twelve (12) months. You may not terminate these Terms other than at the end of the Initial Term or a Renewal Term unless, at least thirty (30) days prior to the renewal date, upon notifying firstname.lastname@example.org of your wish to terminate.
We may terminate these Terms and close your Bolt Account at any time for any reason effective upon providing you notice in accordance with Section A.15 above.
D.5. Effects of Termination
Upon termination and closing of your Bolt Account, we will immediately discontinue your access to the Bolt Services. You agree to complete all pending transactions, stop accepting new transactions through the Bolt Services and, where using Bolt Payments, immediately remove all Bolt and Card Network logos from your site or in your app (unless otherwise permitted to do so under a separate license from the Card Networks). Any funds in our custody will be paid out to you subject to the terms of these Terms and your Payout Schedule.
Termination does not relieve you of your obligations as defined in these Terms and Bolt may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in these Terms, including but not limited to Fees, Refunds, or other investigations or proceedings.
Upon termination you agree (i) immediately cease your use of the Bolt Services, (ii) discontinue use of any Bolt Marks or IP Rights licensed under these Terms, and (iii) immediately remove any Bolt references and logos from your site or in your app. In addition, upon termination you understand and agree that (iv) the license granted under these Terms will end, (v) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (vi) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Bolt Services, or any termination or suspension of the Bolt Services or deletion of your information or account data, and (vii) you are still liable to us for any Fees, Refunds, or other amounts incurred by you or through your use of Bolt Services prior to termination.
D.6. Your Liability
You are responsible for all Reversals, Claims, fines, fees, penalties and other liability arising out of or relating to your use of the Bolt Services and your breach of these Terms. You are responsible for implementing Security Controls that are appropriate for your business and providing us with the necessary information, in a timely manner, to investigate or help resolve any Chargeback. You agree to reimburse your customer, Bolt, Vantiv, and any third party designated by Bolt or Vantiv for any and all such liability.
Bolt will have the final decision-making authority with respect to Claims. You will be required to reimburse Bolt for any liability we incur due to fulfillment or failure to fulfill obligations to your customers, including delivery of products or services. Your liability will include the full purchase price of the item including applicable taxes and the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to Bolt.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Bolt, Vantiv, and their respective employees, directors, agents, and affiliates (collectively and including any successor-in-interest thereto, “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of these Terms; (ii) your use of the Bolt Services with your site or app; (iii) your obligations to pay amounts owed under these Terms, including without limitation any Reversals, Claims, fines, fees, penalties and attorneys’ fees; (iv) negligence or willful misconduct of your employees, contractors, or agents; and (v) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or card issuer). Bolt may immediately remove such amounts from your Reserve Account and deduct the amounts owed for such liability to Bolt from such Reserve Account funds.
D.7. Representation and Warranties
You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained, and can evidence upon Bolt’s demand, consent from your parent or legal guardian to your execution of these Terms and use of the Bolt Services in the manner prescribed by Bolt; (b) you are eligible to register and use the Bolt Services and have the right, power, and ability to enter into and perform under these Terms; (c) the information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services, or a charitable donation; (e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received for the purpose accurately described on your site or in your app; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Bolt Services; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no transaction submitted by you through the Bolt Services will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the Bolt Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Bolt Services.
D.8. No Warranties
“Disclaiming Entities” means Bolt, Vantiv, and their corporate affiliates, investors, officers, directors, employees, agents, vendors, and assignees.
THE BOLT SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE BOLT SERVICES OR FROM (I) BOLT OR VANTIV; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF BOLT OR VANTIV; OR (III) ANY OF THE DISCLAIMING ENTITIES WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER BOLT NOR VANTIV HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH THE BOLT SERVICES, AND NEITHER BOLT NOR VANTIV CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE BOLT SERVICES IS ACCURATE, RELIABLE, OR CORRECT; THAT THE BOLT SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE BOLT SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE BOLT SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER, BE ERROR-FREE, OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE BOLT SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BOLT SERVICES IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE BOLT SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER BOLT NOR VANTIV WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
D.9. Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE BOLT SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR BOLT ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE BOLT SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE BOLT SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE BOLT SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE BOLT SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE BOLT SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO BOLT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF BOLT OR VANTIV HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Bolt Services are controlled and operated from facilities in the United States. Except where expressly stated otherwise, Bolt makes no representations that the Bolt Services are appropriate or available for use in other locations. Those who access or use the Bolt Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Bolt Services from, or on behalf of persons or entities (a) in a country embargoed by the United States, or (b) blocked or denied by the United States government. Unless otherwise explicitly stated, all materials contained in the Bolt Services are solely directed to individuals, companies, or other entities located in the United States.
D.10. Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to these Terms or the Bolt Services will be resolved in accordance with this Section 10.
These Terms are governed by the laws of the State of California without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to these Terms will be the state or federal courts located in San Francisco County, California. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.
Headings are included in these Terms for convenience only, and will not be considered in interpreting these Terms. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.
D.11. Right to Amend
We have the right to change or add to the terms of these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Bolt Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website. Any use of the Bolt Services or software after our publication of any such changes will constitute your acceptance of these Terms as modified.
This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction upon notice to you or where substantially all of Bolt’s assets are sold. Any attempt by you to assign these Terms, or any rights or licenses granted herein, without Bolt’s express written consent will be null and void. Bolt may freely assign these Terms in its sole discretion without notice to you.
D.13. Change of Business
You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than 3 days after you obtain knowledge of it.
This Agreement binds you and your respective representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
D.15. Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D(10), including without limitation for Reversals, Claims, fines, fees, refunds or unfulfilled products and services.
D.16. Responding to Legal Process
D.17. Entire Agreement
This Agreement and any agreements or policies referenced herein constitutes the entire agreement between you, Bolt, and Vantiv with respect to the provision of the Bolt Services. In the event of a conflict between these Terms and any other Bolt agreement or policy relating to the subject matter herein, these Terms will prevail. These terms and conditions describe the entire liability of Bolt, Vantiv, and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the Bolt Services, and define your access and use of the Bolt Services. If any provision of these Terms (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of these Terms, the following sections of these Terms will survive and remain in effect in accordance with their terms upon the termination of these Terms: Sections A(3) (“Authorization for Handling of Funds”), A(6) (“Taxes”), A(7) (“Your Data Security Obligations”), A(8) (“Security and Fraud Controls”), A(11) (“Privacy of Others”), C(4) (“Reconciliations and Errors”), C(5) (“Refunds and Returns”), C(6) (“Chargebacks”), C(8) (“Bolt Fees”), C(10) (“Our Collection Rights”), C(11) (“Security Interest”), D(2) (“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(8) (“No Warranties”), D(9) (“Limitation of Liability and Damages”), D(10) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(14) (“Parties”), D(17) (“Responding to Legal Process”), D(18) (“Entire Agreement”), D(18) (“Survival”), D(19) (“Card Network Disclosure”), and D(20) (“Arbitration”).
D.19. Card Network Disclosure
The Vantiv mailing address is Vantiv, LLC, 8500 Governors Hill Drive, Mail Drop 1GH1Y1, Symmes Township, OH 45249-1384 and its phone number is (866) 622-2390 Vantiv discloses that: (a) it is the only entity approved to extend acceptance of Visa and MasterCard products directly to you; (b) it must be a principal to these Terms; (c) it is responsible for educating you on pertinent Visa and MasterCard rules with which you must comply, but this information may be provided to you by Bolt; (d) it is responsible for and must provide settlement funds to you; and (e) it is responsible for all funds held in reserve that are derived from settlement.
You agree to arbitrate any claims that arise between you and Bolt, and acknowledge that you must opt-out of arbitration on certain claims if this is not amendable.
Except if you opt-out or for disputes relating to your or Bolt’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents), you agree that all disputes between you and Bolt (whether or not such dispute involves a third party) with regard to your relationship with Bolt, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you and Bolt hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf and on an individual basis. Neither you nor Bolt will participate in a class action or class-wide arbitration for any claims covered by these Terms. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Bolt is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Bolt or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
You may opt out of this agreement to arbitrate. If you do so, neither you nor Bolt can require the other to participate in an arbitration proceeding. To opt out, you must notify Bolt in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:
Attn: Class opt-out
558 Sutter St. #509
San Francisco, CA 94102
You must include your name and residence address, the email address you use for your Bolt account, and a clear statement that you want to opt out of this arbitration agreement.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Bolt.
Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with Bolt must be filed within one year after such claim arose; otherwise, your claim is permanently barred.