Client Service Agreement – Rotessa Inc. (Canada)

Updated Sept 15, 2021

1. Service Request and Use

   You, the individual/entity named in the Rotessa Onboard Application and the named Primary Beneficial Owner, both joint and several (hereinafter referred to as “You”), have requested and, if approved, Rotessa Inc. (Canada) (hereinafter referred to as “Rotessa”) has agreed to provide an online service where You initiate debits from your customers’ bank accounts and Rotessa processes and delivers those funds to Your bank account (the “Service”). This Service will be provided on the terms and conditions described below, including those in Schedule A and Schedule B if you are requesting integration of the Rotessa platform with Your software platform or are using Rotessa from a Rotessa partner platform.

   YOUR USE OF THE ROTESSA SERVICE EVIDENCES YOUR CONSENT TO THE FOLLOWING TERMS AND CONDITIONS.

2. Your Pre Service Obligations

   1. You and Your Customers
      You have read, agreed to and will abide by these Terms and Conditions, Rotessa Privacy Policy and the Rotessa provided Pre-authorized Debit Agreement (PAD).
      You shall ensure the following for each of your customers:
      1. You have obtained full legal authorization for any activities you will undertake, accounts to be debited, or data You receive, store or use (including but not limited to Calls (i.e., activity and information that is sent between You and Rotessa initiated on the customer’s behalf, by You, your employees, or your agents);
      2. Delivery of notice that Rotessa is a bank payment processing service through which You will initiate debits from their financial account to You; and
      3. You have obtained a valid and binding PAD agreement in compliance with all laws and regulations, including but not limited to Rule H1 of Payments Canada.

      Authorization forms, agreements and customer notifications must be provided to Rotessa upon request.

   2. Application and Continuing Verification
      As per the requirements of Rotessa’s financial institutions, the rules and regulations of Payments Canada, and to limit fraud and manage risk, You agree and authorize Rotessa to perform background verification on Your personal and business identities. This may include a consumer/credit report, credit score, credit history, fraud risk, and general information. Rotessa reserves the right in its sole discretion to immediately suspend or terminate the Rotessa Service and/or access to such Service in the event any information provided is found to be inaccurate, untrue, or incomplete.
      Rotessa may at any time request:
      1. Additional information from You including but not limited to invoices from your suppliers, government-issued identification (such as a passport or driver’s license), and/or a business license;
      2. Permission to inspect your business location.

      If You refuse any of these requests, Rotessa reserves the right in its sole discretion to immediately suspend or terminate the Rotessa Service and/or access to such Service.
      Rotessa will not facilitate payments related to certain businesses, including but not limited to:

      • Pornographic or illicit material of any type, including escort services
      • Gambling operations (including “virtual” casinos) and lottery tickets
      • Illegal products or services
      • Ticket factoring
      • Any sales involving pyramid selling
      • Tobacco/Cannabis for shipment outside of Canada
      • Firearms
      • Digital currencies of any type
      • Money transmitters, short-term loans, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies

      In the event Rotessa in its sole discretion believes your business relates to these or similar activities, Rotessa reserves the right to immediately suspend or terminate the Rotessa Service and/or access to such Service.

      You understand and agree that Rotessa may forward any of your delivered information and/or details of Service activity to its chartered Canadian Financial Institution processor(s), software partners and your financial institution, any of which may not be resident in Canada, for any purpose related to the Service including but not limited to verification, regulatory or compliance, service management and maintenance, and developing and creating better service programs.

      Before accepting Your request for a Rotessa account, and on an ongoing basis, Rotessa will check to ensure that You do not appear on the SDN list and are not engaging in transactions that are prohibited by the economic sanctions and embargoes administered and enforced by OSFI. Because the SDN list and listings of economic sanctions and embargoes are updated frequently, Rotessa will consult them on a regular basis and subscribe to receive any available updates when they occur. With respect to the SDN list, Rotessa may also access that list through various software programs to ensure speed and accuracy. If Rotessa determines in its sole discretion that You or Your customer is on the SDN list or is engaging in transactions that are prohibited by the economic sanctions and embargoes administered and enforced by OSFI, Rotessa will immediately reject the transaction and suspend or terminate the Rotessa Service.

3. Your Compliance With Law

   You agree to comply with all laws and regulations, including but not limited to Your legal obligations under applicable electronic commerce, privacy and data protection laws and regulations which require providing Your customers with a privacy policy. You will use all industry best efforts to protect and secure data from unauthorized use and disclosure.

   You will immediately notify Rotessa in the event any of your client consents are declined and/or You suspect data has been improperly used, accessed or disclosed.

4. Your Service Process and Promises

   1. Site Access and User Promises
      You will be provided access to Rotessa Services by way of passwords and login IDs, authentication devices or codes. You will ensure only the individual authorized by Rotessa will use the ID and password/code delivered to that exact person. Rotessa is not obligated to confirm the identity of any user if a Rotessa delivered ID and password are used and You have not notified Rotessa of a potential breach. You are responsible for any use of the Service, whether authorized or unauthorized, if a Rotessa delivered ID and password are used. You agree that any communication received by Rotessa from You, Your premises, Your equipment and/or an authorized user ID is binding on You. You authorize Rotessa to rely on and act on any such communication. You will always have in place industry best practices to prevent and detect losses caused by unauthorized access to, or unauthorized use of, the software, access devices or the Service by You, your employees or third-parties. You agree that You, Your employees and/or agents will not transmit via the Service any viruses, worms, defects, Trojan horses or any other items of a destructive nature. You agree that You, Your employees and/or agents will not access or try to access restricted areas of Rotessa’s system or perform or try to perform functions that are not authorized under this Agreement. If Rotessa in its sole discretion suspects that You, Your employee and/or agent is doing so or that You, your employee and/or agent is using the access devices or software in any inappropriate manner, Rotessa may immediately suspend or terminate the Rotessa Service and/or access to such Service to allow Rotessa to investigate.
   2. Debit Requests
      You will be granted a transaction limit based on Your needs, history and credit, at Rotessa’s sole discretion. You are responsible for initiating, editing, and deleting requested debits 1 business day before their processing due date BY 4PM CST. Rotessa will submit Your requested debits to its chartered Canadian Financial Institution processor(s) 1 business day prior to their processing due date. Rotessa does not offer an option to refund or credit Your customer’s account. If You promise Your customer such, You must conduct the transfer independent of Rotessa Services.
   3. Credit Settlements
      Rotessa will initiate a settlement for all approved debit transactions within 5 business days of their processing due date. Your approved settlement credit will be transferred electronically to Your account within 1 business day after settlement. Rotessa will not be liable to You for any settlement delay related to causes outside of Rotessa’s control. Rotessa may at any time and for any reason hold back some or all of the settlement credit funds for any purpose, including but not limited to:
      1. To ensure funds have cleared and have been processed according to applicable law, regulation and Payments Canada rules and regulations;
      2. To cover invoiced but unpaid Service fees or other financial obligations owed to Rotessa;
      3. To reimburse Rotessa for any actual or anticipated charge backs and/or declines, fees, fines, penalties or other costs applied by any third-party related to processing Your transaction debits and settlement credit. Be advised that all transactions are revocable by financial institutions up to 90 days post-transaction and Rotessa may hold back funds upon revocation;
      4. To cover a potential or existing complaint by Your customer.

      Once Rotessa has satisfied itself of the above concerns, any remaining settlement credits will be deposited to Your account. In the event the hold back does not cover the fee, obligation, charge back, decline, fees, fines, penalties, costs and/or value of a successful complaint, You shall pay Rotessa such additional amount immediately upon demand.

      In the event you fail to pay the additional demanded amount within 10 days, You authorize Rotessa to debit such amount out of Your account.

   4. Excessive Charge Backs, Declines and Contesting Such

   If Rotessa determines that You are incurring an excessive amount of Charge Backs or declined debits of any kind, Rotessa may establish controls or conditions governing Your Rotessa Account, including but not limited to:

   1. establishing and applying new processing Fees;
   2. regularly withholding settlement credit funds in an amount reasonably determined by Rotessa to cover anticipated Charge Backs and related fees;
   3. delaying settlements; and
   4. terminating or suspending the Services.

   In the event you wish to contest a declined debit or Charge Back at Your expense, Rotessa will assist You but reserves the right to charge You an additional fee for investigating and/or mediating a settlement. You must assist in the investigation of Service actions and transactions, and deliver to Rotessa any requested information regarding actions and the transaction. You authorize and permit Rotessa to share information about the declined debit or Charge Back with the customer, the customer’s financial institution, and Your financial institution in order to investigate and/or mediate the declined debit or Charge Back. You acknowledge that Your failure to assist Rotessa in a timely manner when investigating a transaction may result in an irreversible Charge Back.

   If the Charge Back is contested successfully, Rotessa will release any withheld settlement credit funds to You, less any associated fees, costs and/or charges.

   If a Charge Back dispute is not resolved in Your favour, Rotessa may recover the Charge Back amount and any associated fees, costs and/or charges by debiting Your account.

5. Rotessa Obligations

   1. Server Information – Rotessa currently employs AWS for hosting. See https://aws.amazon.com/service-terms/ for detail. Rotessa reserves the right to change its server host for any reason without notice.
   2. Daily Backups – For business continuity, Rotessa databases are automatically backed up daily between data centers and to the AWS server to protect Rotessa data against loss, corruption, theft or destruction.
   3. Data Management and Encryption – All bank information and sensitive information stored in Rotessa’s databases are fully encrypted with the Advanced Encryption Standard with 256-bit key length (AES256). Rotessa reserves the right to change its standard without notice.
   4. Support – Rotessa support hours are Monday to Friday from 9 am to 5 pm CST (excluding holidays).
      Email support is available at [email protected].
      You may review our support page at any time for tutorials.

6. Rotessa Fees

   This Section applies to Direct and Platform Clients, who are the originating applicant for Rotessa Services. This Section does not apply to Connected Clients who are instructed by Direct/Platform Clients to apply for and use the Rotessa Services.

   Unless you have been provided with a separate Fee Schedule, You agree to pay the applicable fees listed on Rotessa’s fee schedule at https://rotessa.com/pricing/ (plus any applicable taxes) at the time that You use the Services. These fees may change at any time. While Rotessa will attempt to provide 60 days’ notice of any change, Your continued use of the Services signifies Your consent to any change.

   Rotessa will add, and You agree to pay, additional fees for each NSF, Stopped Payment, or Not According to Agreement declines. You agree and authorize Rotessa to debit all these Fees directly from Your account when due.

   You also agree to the following charges which Rotessa may debit directly from Your account:

   1. fees for additional services outside the standard Services provided to you as a result of your request, error or omission;
   2. any applicable taxes which are Your responsibility, unless You provide Rotessa with a tax exemption certificate;
   3. Any other amounts that You owe Rotessa resulting from Your use of the Services and any amounts incurred by Rotessa to recover any monies that You owe Rotessa, including but not limited to all legal fees.

   Fee totals will be calculated at the conclusion of each month, a statement will be sent to You via email, and Rotessa will debit the amount owing from Your account on or after the 5th of the following month.

   All fees, charges, and payments collected or paid through the Services are denominated in CAD dollars.

7. Your Liability

   You are liable to Rotessa and will defend, indemnify and hold Rotessa, its shareholders, directors, employee and agents harmless from and against any claim, demand, suit, loss, liability, costs, charges, fees, expenses, damage action, proceeding or indebtedness (direct and/or indirect) created by or resulting from use or misuse of the Services (authorized or unauthorized), breach of this Agreement and disputes involving You and Your customers.

8. Rotessa Reps/Warrants Limitation

   To the maximum extent permitted by law, except as expressly provided in this Agreement, Rotessa provides the Services on an “as is” and “as available” basis, without any warranties, express, implied or other.

   While Rotessa has implemented a variety of technical and procedural measures designed to secure Your information from accidental loss and from unauthorized access, use, alteration or disclosure, Rotessa DOES NOT guarantee that unauthorized third-parties will never be able to defeat or work around the measures or use Your personal information for improper purposes. You acknowledge that all information delivered by You, Your users and Your customers, is provided at Your own risk.

   Other than in the event of gross negligence, Rotessa shall not be liable to You or Your customers for any reason. Specifically, Rotessa will not be liable for any cause beyond Rotessa’s control, due to third-party actions, and/or arising from system malfunction, delay or error.

   Without limiting the foregoing, in the event Rotessa is found responsible for any loss or damage to You or Your customers, that liability is limited to direct damages only and will not exceed the aggregate amount of fees paid by You in the 3 month period immediately preceding the event giving rise to the claim for liability.

9. Termination Rights

   1. By You
      You may terminate this Agreement and other Rotessa agreements by providing written notice to Rotessa at [email protected]. Any termination of this Agreement does not relieve You of any obligations to pay any fees or costs accrued or related to transactions occurring prior to the termination and any other amounts owed by You to Rotessa as provided in this Agreement.Upon receipt of your termination notice:
      1. any pending transactions will be cancelled;
      2. Fees will be calculated including the month when termination was requested;
      3. any funds that Rotessa has for You at the receipt of notice, less any applicable Fees or costs described herein or in another agreement with Rotessa, will be paid out to You before or at the end of the 90 day period (during which a financial institution may revoke a transaction) following the last completed transaction;
      4. if an investigation is ongoing, Rotessa may hold Your funds until the investigation is resolved to the satisfaction of Rotessa. If the resolution determines You are entitled to certain funds, Rotessa will release the withheld funds to You, less any associated fees, costs and/or charges incurred by Rotessa related to the investigation;
      5. if You owe Rotessa any amount hereunder or in another agreement with Rotessa and no settlement funds are available, You agree that Rotessa may follow the PAD and deduct such amount from Your account. Rotessa will email you an invoice describing the details of such deducted amount.
   2. By Rotessa
      In addition to the termination rights described above, Rotessa may terminate this Agreement immediately and suspend Your access to the Services by emailing the address provided in Your Rotessa Onboard Application if:
      1. You have breached any term of this Agreement, any other Agreement with Rotessa and/or any Rotessa policy;
      2. Rotessa considers You an unacceptable credit or fraud risk;
      3. You, Your employee, Your user or agent, has provided false, incomplete, inaccurate or misleading information or has engaged in apparent fraudulent or illegal conduct;
      4. Rotesssa is served with any demand, attachment, garnishment or other order that requires Rotessa to pay any funds that Rotessa would have otherwise paid or advanced to You or on Your behalf, or a receiver or receiver-manager is appointed for any of Your property, or You are determined bankrupt or insolvent, or any proceeding is commenced by or against You under any bankruptcy, insolvency or winding up statute.

      Upon Rotessa’s termination of this Agreement, Rotessa is entitled to:

      1. settle Your remaining funds less any Fees, costs, expenses incurred by Rotessa to complete the termination;
      2. if You owe Rotessa any amount hereunder and no settlement funds are available, follow the PAD and deduct such amount from Your account. Rotessa will email you an invoice describing the details of such deducted amount; and
      3. except as required by law, delete all of Your information and data stored on Rotessa servers.

      Rotessa will not be liable to You for any compensation, reimbursement, or damages in connection with Your use of the Services, or in connection with any termination or suspension of the Services.

10. Trademarks

    “Rotessa” is a trademark of Rotessa Inc. Rotessa’s trademark may not be used in any manner without the express written or verbal consent of Rotessa.

11. General

    1. Confidentiality
       You agree to keep this Agreement and all information regarding the Services confidential and will not release any such confidential information without Rotessa’s prior written consent. Rotessa may disclose Your personal information as provided herein, as required by law, and when Rotessa believes in good faith that disclosure is necessary to protect Rotessa’s rights, protect Your safety or the safety of others, investigate fraud, or respond to a government request. Rotessa’s privacy policy as it relates to the Service is available at https://getterms.io/g/EOiap
    2. Waiver
       No waiver of any breach of any term of this Agreement will be considered to be a waiver of any other breach of such term or any other term of the Agreement and no waiver shall be effective unless in writing.
    3. Severability and Survival
       If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. In the event this or any other Agreement with Rotessa is terminated, all terms, conditions and obligations required to complete financial settlements and cover associated costs will survive and in addition, all representations, warranties and limitation of liability will survive termination and remain in full force and effect.
    4. Assignment
       This Agreement is assignable by Rotessa only. This Agreement is binding You, Your heirs, executors and administrators, Your legal representatives and successors and assigns. You must obtain the prior written consent of Rotessa to assign this Agreement to another party. A change in corporate ownership of You may result in the suspension and/or termination of the Services until Rotessa in its sole discretion has completed the necessary verification of the new owners.
    5. Notice
       All notices and statements to be given, submitted or made by any party to any other party under this Agreement shall be deemed given, to You if they are sent by registered mail or email to the addresses provided in Your Rotessa Onboard Application; and to Rotessa, if they are sent by email to [email protected].
    6. Law
       This Agreement shall be deemed to be made under and by virtue of the laws of Manitoba and shall be interpreted, construed and enforced in accordance with the laws of the Province of Manitoba and in the courts of Manitoba.
    7. Singular and Plural
       Where a singular expression is used in this Agreement, that expression is considered as including the person and the body corporate (if applicable from the Rotessa Onboard Application) both joint and several.
    8. Entire Agreement and Amendment
       This Agreement, its schedules, and its referenced materials constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior understandings, written and oral. Rotessa reserves the right to amend the terms of this agreement upon notice to You and You agree that such amendment will be binding upon the earlier of 7 days after delivery or upon the date that you next use the Rotessa Services.

Schedule A – Platform Service Terms and Conditions

In addition to the Rotessa Client Service Agreement (Canada) (the “Main Agreement”)

1. Service Request

   You, the individual/entity named in the Rotessa Platform Application and the named Primary Beneficial Owner, both joint and several (hereinafter referred to as “You”), have requested and, if approved, Rotessa Inc. (Canada) (hereinafter referred to as “Rotessa”) has agreed to provide, an online service where Your Connected Customers initiate debits from their customers’ bank accounts and Rotessa processes and delivers those funds to Your Connected Customers bank account less the Integration Fee (described below) which is delivered to Your account (the “Service”). This Service will be provided on the terms and conditions as described below.

   To deliver such Service, Rotessa will allow the integration of the Rotessa Platform with Your software platform and its continued use, subject to Your and Your Connected Customer’s compliance with the Main Agreement and this Schedule.

   YOUR USE OF THE ROTESSA SERVICE EVIDENCES YOUR CONSENT TO THE FOLLOWING TERMS AND CONDITIONS.

2. Your Obligations for You and Your Connected Customers

   You have read, agreed to and will abide by the Terms and Conditions in the Main Agreement, in this Platform Schedule and the Rotessa provided Pre-authorized Debit Agreement (PAD). You have ensured that Your Connected Customers have completed a Rotessa Onboard Application, any such application Rotessa may in its sole discretion chose to decline. And if accepted, You have ensured that Your Connected Customers have received and agreed to the Terms and Conditions in the Main Agreement and the Rotessa provided PAD, in a legally enforceable manner (which may include an opt-in mechanism) prior to use of the Service. You have ensured that Your Connected Customers have completed their obligations to their customers described in the Main Agreement including but not limited to those described in the Main Agreement at section 2(a). You acknowledge and agree that all terms in the Main Agreement will be read such that:

   1. You are bound by and will follow the Main Agreement terms and conditions with Your Connected Customers and Rotessa; and
   2. You are liable for the compliance of Your Connected Customers with the Main Agreement terms and conditions, their customers, and Rotessa.

   Accordingly, You are responsible for fully informing your Connected Customers of their promises and obligations therein.

   ULTIMATELY, YOU ARE FULLY RESPONSIBLE AND LIABLE TO ROTESSA FOR THE ACTIONS OR LACK THEREOF BY YOUR CONNECTED CUSTOMERS.

3. Service Process & Limited Liability

   Your Connected Clients will initiate, edit and delete requested debits as provided in the Main Agreement. Rotessa will initiate a settlement for all approved debit transactions within 5 business days of their processing due date. Platform and Integration Fees (described below) will be deducted by Rotessa from the approved settlement credit less Rotessa fees/credits as described in the Main Agreement. The Integration Fees will be delivered to Your account within 1 day after settlement. The remainder will be transferred electronically to Your Connected Customers accounts within 1 business day after settlement. Rotessa will not be liable to You or Your Connected Customers for any settlement delay related to causes outside of Rotessa’s control. Rotessa reserves the right to withhold Integration Fees for any reason described in the Main Agreement. Any suspected breach of the Main Agreement by You or any of Your Connected Customers may result in the immediate suspension or termination of the Service to You and some, or all, of Your Connected Customers. Any losses incurred by You and/or Your Connected Customers is Your responsibility and Rotessa’s liability is strictly limited as described below.

4. Platform and Integration Fees

   Rotessa will deliver to You a separate Platform Fee Schedule which fees (plus applicable taxes) (the “Platform Fee”) will be due and owing at the time that You or Your Connected Customers use the Service. You may charge a fee to Your Connected Customers for providing the Rotessa Service (an “Integration Fee”) as long as it is in compliance with law, has been clearly explained and expressly agreed to by the Connected Customer before any transactions have taken place.

5. Platform Integration

   You will integrate the Rotessa Platform into Your software platform following the Rotessa Platform API [instructions] found at https://rotessa.com/platform-documentation.You are responsible for Your software platform before and after Rotessa Platform integration and any and all losses incurred by You or any of Your Connected Customers arising therefrom. Rotessa reserves the right in its sole discretion to immediately suspend or terminate the Rotessa Service, the integrated Rotessa Platform and/or access to the Service in any circumstance described in the Main Agreement or in the event Rotessa suspects a breach of these terms and conditions by You or Your Connected Customer.

6. Indemnification

   You are liable to Rotessa and agree to defend, indemnify and hold harmless Rotessa, its shareholders, directors, employees and agents from and against any claim, suit, demand, loss, liability, cost, charge, fee, expense, damage action or proceeding arising out of or related to Your platform, any dispute between You and Your Connected Customers, and the use or misuse of the Rotessa Platform or Services. To the maximum extent permitted by law, except as expressly provided in this Agreement, Rotessa provides the Platform and Services on an “as is” and “as available” basis, without any warranties, express, implied or other. Other than in the event of gross negligence, Rotessa shall not be liable to You or Your Connected Customers for any reason. Specifically, Rotessa will not be liable for any cause beyond Rotessa’s control, due to third-party actions, and/or arising from system malfunction, delay or error. Without limiting the foregoing, in the event Rotessa is found responsible for any loss or damage to You or Your Connected Customers, that liability is limited to direct damages only and will not exceed the aggregate amount of Platform Fees paid by You in the 3 month period immediately preceding the event giving rise to the claim for liability.

7. Termination

   You may request termination of Your platform arrangement with Rotessa by providing written notice to Rotessa at [email protected] and delivering acceptable evidence of removal of all Rotessa Platform [API Instructions] and code from Your software platform. Termination of transactions will occur as described in the Main Agreement. Any termination of this Agreement does not relieve You of any obligation to pay any fees or costs accrued or related to transactions occurring prior to the termination. Rotessa may terminate this agreement by providing written notice to You at the email address provided in Your Rotessa Platform Application.

Schedule B – Connected Clients Service Terms and Conditions

In addition to the Rotessa Client Service Agreement (Canada) (the “Main Agreement”)

This agreement outlines the terms and conditions of using The Rotessa Connect Platform and explains how to enable Rotessa to start accepting bank payments through our Third-party Platform Partners.

Your integration and use of The Rotessa Connect Platform is subject to your acceptance of the terms and conditions of this agreement and the Rotessa Client Agreement which governs the general use of Rotessa.

By integrating with a Rotessa Connected Platform, you expressly agree to the terms and conditions of this agreement, the Rotessa Client Agreement, and any updates or modifications to either of those agreements made by Rotessa. If there is a dispute, this Rotessa Connected Platform Agreement will prevail over the Rotessa Client Agreement.

This Rotessa Connected Platform Agreement contains terms and conditions relating to your use of the features of The Rotessa Platform. This agreement supplements the Rotessa Client Agreement, which generally governs your use of the services, and which is incorporated into this Rotessa Connected Platform Agreement.

Rotessa may amend this agreement at any time by providing notice to you through our dashboard or other electronic means. The amended agreement is effective at the time we post it and your continued use of Rotessa Connected Platform Service constitutes your acceptance of the amended agreement.

1. Definitions

   Rotessa Platform Agreement
   The agreement that outlines the terms and conditions of the Rotessa Platform Service.
   Rotessa Platform Service
   Rotessa Platform Service is a system based on PAD payment technology that we provide to your software platform to integrate bank payments in Canada and the United States. Through Rotessa services, your clients (a Rotessa Connected Client) can initiate bank payment transactions from any company or individual’s account in accordance with the regulations of the payment network.
   Rotessa Connected Client
   Your clients that connect Rotessa from within and through the Rotessa Platform Service.
   Rotessa Connected Platform Agreement
   The agreement that outlines the terms and conditions for your clients that integrate with the Rotessa Platform Service.
   Rotessa Client Agreement
   A set of terms and conditions that outline the use of Rotessa to facilitate bank payments.
   Calls
   Activity and information that is sent between your platform and Rotessa through our API.
   Payment Network – NACHA and Payments Canada
   The governing body that outlines the rules and regulations of accepting bank payments. In the United States, it is NACHA and in Canada, it is Payments Canada.
   Integration Fees
   This term is used to describe the fee Connected Platforms charge their users for the use of accepting Rotessa payments on their platform.
   Third-Party Platform Partners
   Platforms that have completed and integrated into our Rotessa Platform Service.

2. Your Obligations

   You are solely responsible for – and Rotessa disclaims all liability for – the provision of any goods or services sold to your customers. You are financially liable to Rotessa for all payments and chargebacks.

   You acknowledge that by using your Rotessa Connected Platform Service, you may disclose and share data with our Third-party Platform Partners. When receiving data from Third-party Platform Partners, Rotessa may use the data in accordance to our Rotessa Client Agreement.

   Rotessa is not responsible for Integration Fees charged to you by the Third-party Rotessa Partner and should be made clear to you on your agreement with our Third-party Platform Partner.

3. Limitations on Rotessa’s Liability

   Rotessa is not liable for the actions or omissions of any Rotessa Platform Partners in providing services to you or your customers, or for any non-compliance by a Connected Platform as outlined in the Rotessa Platform Service Agreement.

   The agreement will begin when you register your Rotessa account with a Third-party Platform Partner and will end when you or Rotessa terminates the agreement as outlined in the Rotessa Client Agreement.

   Rotessa may amend this agreement at any time by providing notice to you through our dashboard or other electronic means. The amended agreement is effective at the time we post it and your continued use of Rotessa Platform Service constitutes your acceptance of the amended agreement.

   Connected Accounts
   You must ensure that each Third-party Platform Partner provides you with a legal contract with the terms and conditions of their service and their relationship to Rotessa. This includes but is not limited to the use of data and your Rotessa Client Account, all fees, and how they will protect your data.

4. Termination or Suspension

   Either Rotessa or you may terminate this agreement at any time by providing the other party with a written notice of termination. Termination is not complete until all pending Rotessa payments in accordance with this agreement have been completed. Paid fees will not be refunded or prorated upon termination. Rotessa may also suspend the services and access to Rotessa Connect Service if:

   1. You have violated the terms of this agreement, any other agreement you have with Rotessa, or Rotessa’s policies,
   2. You are deemed to be an unacceptable credit or fraud risk to Rotessa, or
   3. You provided false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or
   4. Rotessa is served with any demand, attachment, garnishment or other order that requires Rotessa to pay any funds that Rotessa would have otherwise paid or advanced to you.