Terms and Conditions

This is an archived version. It was effective from July 31, 2026 until August 30, 2026. The current Terms and Conditions are here.

Effective date: 2026-07-31. These Terms and Conditions apply to the HantePay Payment Services provided by Hante Corp. (DBA HantePay).

1. Introduction

Welcome to Hante Corp. (DBA HantePay) (“HantePay”). HantePay provides payment technology services (the “HantePay Payment Services”) designed to help Merchants accept popular payment methods, including UnionPay cards, Alipay, WeChat Pay, and card networks where applicable, so the Merchant can focus on the Merchant’s own products or services.

IMPORTANT NOTICE REGARDING FUNDS FLOW. HantePay is not a money services business, money transmitter, payment institution, bank, or custodian. HantePay does not hold, receive, control, transmit, or settle customer funds. All clearing, custody, settlement, and disbursement of funds are provided solely by HantePay’s authorized financial institution partners (including the “HantePay Partnered Bank” and/or other regulated partners, collectively “Settlement Partners”) pursuant to their own agreements and compliance obligations. The Merchant’s settlement account is held at, and settlement is made by, the applicable Settlement Partner.

The Merchant’s use of any Settlement Partner’s clearing, custody, settlement, or disbursement services may require separate agreements directly between the Merchant and the applicable Settlement Partner. HantePay is not a party to those separate agreements unless explicitly stated.

HantePay will respect and protect the privacy, data, and personal information of both the Merchant and the Merchant’s customers.

1.1 Terms of Service

The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the Merchant Applicant (“Merchant”) and Hante Corp. (DBA HantePay) (“HantePay”) regarding the HantePay Payment Services. Certain settlement, clearing, custody, and disbursement services are provided by one or more regulated financial institutions or other authorized partners of HantePay (each a “Settlement Partner,” including “HantePay Partnered Bank”). The Merchant’s use of any Settlement Partner’s services may require the Merchant to enter into separate agreements directly with such Settlement Partner(s), and such services are subject to the Settlement Partner’s terms, rules, and compliance requirements.

2. Definitions

• “HantePay Payment Services” means the payment technology services provided by HantePay, including technical integration, API/SDK/software/hardware enablement, transaction messaging, routing, reconciliation support, dashboards, and related technical support. For clarity, and notwithstanding the word “Payment” in the defined term, the HantePay Payment Services are technology services only and do not include clearing, custody, settlement, disbursement, or transmission of funds, all of which are provided solely by the Settlement Partners.
• “Settlement Partner” means a regulated bank, financial institution, payment processor, or other authorized entity that provides clearing, custody, settlement, and/or disbursement services related to Transactions initiated using the HantePay Payment Services.
• “Merchant” refers to the Merchant Applicant. The Merchant can be an individual (sole proprietor) or a business organization. If the Merchant Applicant is a business organization, the Merchant Applicant must also provide information about the owner or principal of the business, and the person who registers the account must be authorized to act on behalf of the business and must have the authority to bind the business to this Agreement. If the Merchant Applicant is an individual doing business as a sole proprietor, the term “Merchant” will mean that natural person as well as the business that the Merchant represents.
• “Networks” refers to the payment networks and methods available through the program, which may include UnionPay, Alipay, WeChat Pay, and applicable card networks and processors.
• “HantePay Account” refers to a technical and administrative account used to access the HantePay Payment Services. A HantePay Account is not a bank account, wallet, or custodial account.
• “Transaction” means a purchase, sale, order, refund, or other payment transaction initiated through the HantePay Payment Services between the Merchant and the Merchant’s customer.
• “Law” means any applicable federal, state, local, or foreign statute, regulation, rule, order, or other legal requirement, including the rules of any applicable Network, in each case as amended from time to time.
• “Card” means a payment card issued under a Card Network or a UnionPay card, including credit, debit, and co-branded cards accepted through the HantePay Payment Services.
• “Pricing Documents” means the Fee Schedule, Order Form, or other written pricing terms provided to and accepted by the Merchant, each identified by version or effective date and incorporated into this Agreement by reference.
• “Transaction Management System” means the HantePay dashboard and reporting interface through which the Merchant accesses Transaction History and related information.
• “IP Rights” refers to 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.
• “Chargeback” refers to a request that the Merchant’s customer files directly with an issuing bank to reverse or invalidate a processed payment. A Chargeback is typically caused when a customer disputes a charge that appears on their bill.
• “Refund” refers to a reversal of a charge, in whole or in part, that the Merchant initiates.
• “Claim” refers to a challenge to a payment that the Merchant or a paying customer files directly with HantePay.
• “Reversal” means a reversal or adjustment of a transaction settlement initiated by a Network and/or the applicable Settlement Partner, including due to invalid Transactions, lack of authorization, violations of applicable rules, or dispute outcomes.
• “Payment Schedule” refers to the expected time for the applicable Settlement Partner to settle and disburse funds to the Merchant’s designated settlement bank account, subject to compliance reviews, risk controls, holds, disputes, and Settlement Partner processing timelines.
• “Disclaiming Entity” means each of HantePay, HantePay Partnered Bank, and their respective employees, directors, agents, and affiliates; collectively, they are the “Disclaiming Entities.”

3. HantePay Obligations and Rights

• HantePay Payment Services help the Merchant initiate and process payment transactions with customers through supported Networks. HantePay does not disburse or settle funds. Funds settlement and disbursement to the Merchant are performed solely by the applicable Settlement Partner in accordance with the Settlement Partner’s terms and compliance requirements.
• The HantePay Payment Services currently support China-issued UnionPay cards and China-issued co-branded credit and debit cards, including those bearing a Visa, Mastercard, or American Express logo (collectively, the “Card Networks”). The HantePay Payment Services also process payments through Alipay and WeChat Pay.
• HantePay will provide an API and other software and hardware to enable the Merchant to use the HantePay Payment Services. HantePay reserves the right to require the Merchant to install software or hardware updates to continue using the HantePay Payment Services.
• HantePay will provide the Merchant with technical and program support relating to the Merchant’s HantePay Account, use of the HantePay Payment Services, and transaction reporting and dashboard information. Questions regarding settlement timing, holds, or disbursements may be handled by the applicable Settlement Partner and/or in coordination with HantePay.
• HantePay may use the Merchant’s information to apply for acquiring accounts for the Merchant with certain Networks, and the Merchant authorizes HantePay to do so. If HantePay or a Network requests it, the Merchant will also be required to enter into a direct agreement with UnionPay, Alipay, or WeChat Pay in addition to this Agreement. In that case, unless the Merchant expressly informs HantePay in writing otherwise, the Merchant authorizes HantePay to continue managing the Merchant’s account on the Merchant’s behalf. The Merchant will be legally bound by all applicable rules, regulations, agreements, and guidelines of the Networks and the applicable Settlement Partner.
• HantePay is authorized to retrieve information about the Merchant through third parties, including credit bureaus and other information providers. The Merchant acknowledges that the information retrieved may include the Merchant’s name, address history, credit history, and other data about the Merchant. HantePay may periodically update this information to determine whether the Merchant continues to meet HantePay’s eligibility requirements.
• HantePay is authorized to contact and share information with HantePay’s financial services providers, including HantePay Partnered Bank, about the Merchant, the Merchant’s application (including whether it is approved or declined), and the Merchant’s use of the HantePay Payment Services. This includes sharing information (a) about the Merchant’s Transactions for regulatory or compliance purposes; (b) for management and maintenance of the program; (c) to create and update customer records about the Merchant and assist in serving the Merchant; and (d) to conduct HantePay’s risk-management process.

4. Merchant Obligations and Rights

• The Merchant must only use the HantePay Payment Services to operate a business selling products or services. The Merchant must not use the HantePay Payment Services to accept payments for personal, family, or household purposes.
• The Merchant must use the HantePay Payment Services only for legitimate Transactions with customers. HantePay provides the HantePay Payment Services to the Merchant but has no way of knowing whether any particular Transaction is accurate, complete, or typical for the Merchant’s business. The Merchant is responsible for determining whether a Transaction initiated by the Merchant’s customer is erroneous (such as a customer purchasing one item when the customer intended to order another) or suspicious (such as an unusual or large purchase or a request for delivery to a foreign country when that does not typically occur). If the Merchant is unsure whether a Transaction is erroneous or suspicious, the Merchant agrees to investigate the Transaction and, if necessary, contact the customer before fulfilling or completing it. The Merchant is solely responsible for any losses the Merchant incurs due to erroneous or fraudulent Transactions in connection with the Merchant’s use of the HantePay Payment Services.
• The Merchant must obtain customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and the Network payment rules.
• The Merchant, and the Merchant alone, is responsible for serving the Merchant’s customers regarding issues related to the Merchant’s products and services, including issues arising from processing customers’ cards through the HantePay Payment Services.
• The Merchant is solely responsible for providing support to customers regarding order receipts, product or service delivery, returns, refunds, and any other issues related to the Merchant’s products, services, and business activities. HantePay is not responsible for providing support directly to the Merchant’s customers unless HantePay agrees to do so in a separate written agreement with the Merchant or one of the Merchant’s customers.

4.1 Funds Flow Authorization and Settlement

The Merchant acknowledges and agrees that HantePay does not hold, receive, control, transmit, or disburse funds on behalf of the Merchant or the Merchant’s customers. Settlement funds are cleared, held (if applicable), and disbursed solely by the applicable Settlement Partner to the Merchant’s designated settlement bank account, subject to the Settlement Partner’s terms, risk controls, compliance reviews, and applicable laws and network rules.

The Merchant authorizes HantePay to (a) transmit Transaction instructions, data, and settlement-related information to Settlement Partners and Networks as necessary to provide the HantePay Payment Services; and (b) share the Merchant’s information with Settlement Partners for onboarding, underwriting, KYC/AML, risk management, compliance, and ongoing servicing purposes.

Any deposit account or settlement account used for holding settlement funds (if applicable) is maintained by the Settlement Partner pursuant to the Settlement Partner’s program structure and agreements. The Merchant’s rights to settlement funds arise only upon crediting of such funds to the Merchant’s designated settlement bank account by the Settlement Partner, subject to chargebacks, reversals, refunds, disputes, holds, reserves, and other adjustments under applicable rules and agreements.

• The Merchant is solely responsible for determining which taxes, if any, apply to sales of the Merchant’s products and services or to payments received in connection with the HantePay Payment Services (“Taxes”), and for correctly assessing, collecting, reporting, and remitting those Taxes to the appropriate authorities. HantePay’s Fees are exclusive of applicable Taxes unless expressly stated otherwise. HantePay is not obligated to determine whether Taxes apply or to calculate, collect, report, or remit Taxes arising from any Transaction.
• The Merchant acknowledges that HantePay, a Settlement Partner, or another entity may make reports to tax authorities regarding the Merchant’s Transactions when required by applicable Law. The entity that is the payment settlement entity, electronic payment facilitator, or other reporting party under applicable Law and the applicable program agreements may be required to file periodic information returns with taxing authorities. The Merchant acknowledges that the total amount of payments the Merchant receives each calendar year may be reported to the Internal Revenue Service by the entity required to do so. HantePay may, but is not obligated to, electronically provide the Merchant with tax-related information.
• The Merchant agrees that, from the time the Merchant begins using the HantePay Payment Services until the Merchant terminates the Merchant’s HantePay Account, HantePay may identify the Merchant as a customer of HantePay. Neither the Merchant nor HantePay will imply any untrue sponsorship, endorsement, or affiliation between the Merchant and HantePay.
• For online Merchants, as part of the Merchant’s registration, the Merchant must provide the URL for the Merchant’s business and the name under which the Merchant does business, which may be the business’s legal name or a DBA. These two fields may appear in the Merchant’s customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, the Merchant must enter a description that clearly identifies the Merchant’s business as well as an accurate URL.
• The Merchant agrees to honor all eligible payments by the Merchant’s customers for the Merchant’s products and services in accordance with the Network Rules, this Agreement, and any operating guides that HantePay may provide from time to time. The Merchant must obtain authorization for each Transaction as required by the Network Rules and must not submit a Transaction for settlement if the authorization has been declined or the card is expired or otherwise invalid. The Merchant acknowledges that an affirmative authorization from HantePay or a Network does not mean that a particular Transaction will not later result in a Chargeback, Reversal, or Claim.
• The Merchant will maintain appropriate records of all payment Transactions for at least two (2) years from the date of the Transaction.
• The Merchant will display all Network marks in accordance with the rules and procedures of the Networks and will use such marks only to indicate that the Merchant accepts these methods of payment.

4.2 Change of Business

The Merchant must give HantePay at least thirty (30) days’ prior notice of the Merchant’s intent to change the types of products or services offered, the Merchant’s trade name, website URL, mailing or physical address, contact information, or the manner or types of payments the Merchant accepts. The Merchant agrees to notify HantePay promptly if the Merchant becomes the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. The Merchant also agrees to notify HantePay promptly of any adverse change in the Merchant’s financial condition, any planned or anticipated liquidation or substantial change in the basic nature of the Merchant’s business, any transfer or sale of 25% or more of the Merchant’s total assets, or any change in the control or ownership of the Merchant or the Merchant’s parent entity. The Merchant must also notify HantePay of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of the Merchant’s total assets no later than three (3) days after the Merchant becomes aware of it.

5. Merchant Billing and Settlement

5.1 Settlement of Merchant Funds from Card Transactions

All settlement disbursements are performed exclusively by the applicable Settlement Partner in its own capacity and under its own regulatory authority. HantePay does not have custody, control, or settlement authority over Merchant funds at any time.

5.2 Transaction Review and Risk Controls

HantePay reserves the right to decline to authorize or facilitate any Transaction that HantePay believes may violate this Agreement, be unauthorized, fraudulent, or illegal, or pose an unacceptable risk. HantePay may cooperate with the applicable Settlement Partner and Networks in risk-management and compliance actions.

5.3 Multicurrency Processing

HantePay may make available an option under which the applicable Settlement Partner settles funds to the Merchant’s bank account in a currency other than U.S. dollars (“Multi-Currency Processing”). The currency conversion and settlement are performed by the Settlement Partner, not by HantePay. To use this service, the Merchant must provide HantePay with a valid bank account for each currency in which the Merchant requests settlement, based on HantePay’s list of available settlement currencies. HantePay may add or remove currencies from the list of available settlement currencies at any time. If the Merchant uses Multi-Currency Processing, HantePay will identify the conversion rate at the time of the charge through an API response. If the Merchant refunds a charge, the currency exchange rate will be the rate in effect at the time of the Refund or at the time of the original charge, depending on the applicable Network Rules. By submitting a charge or Refund for processing, the Merchant will be deemed to have accepted the currency exchange rate. The Merchant may choose not to use Multi-Currency Processing at any time. The Merchant may change the bank account information or other settings associated with Multi-Currency Processing, but any such changes will affect only subsequent charges.

5.4 Settlement Account

The applicable Settlement Partner will settle and disburse funds arising from Transactions initiated through the HantePay Payment Services to the Merchant’s designated settlement bank account (“Bank Account”). HantePay provides transaction reporting and dashboard information for informational and reconciliation purposes only. The Merchant’s Bank Account must be held in the name of the Merchant’s business. The Merchant is responsible for the accuracy of the Bank Account information provided during application and in any subsequent update. After the applicable Settlement Partner initiates a transfer of settlement funds to the Merchant’s Bank Account, HantePay may update the Merchant’s dashboard or reports to reflect the settlement status for informational purposes.

5.5 Transaction History

HantePay will provide a “Transaction History” in the Merchant’s HantePay Account, but it is for informational purposes only and HantePay does not guarantee the accuracy of the history. The Merchant is solely responsible for compiling and retaining permanent records of all Transactions and other data associated with the Merchant’s HantePay Account as may be required for the Merchant’s business. HantePay is not responsible for maintaining Transaction History or other records in a manner consistent with the Merchant’s record retention obligations.

5.6 Payment Schedule

The applicable Settlement Partner will process settlement and disbursement of funds according to the Payment Schedule disclosed to the Merchant. Settlement and disbursement may be delayed due to underwriting, compliance review, disputes, chargebacks, refunds, reserves, suspicious activity, legal/court orders, or network rules. HantePay is not responsible for actions taken by the Settlement Partner, the Merchant’s bank, or any other financial institution that may delay or prevent funds from being credited or made available.

The applicable Settlement Partner and/or Networks may change the Payment Schedule, impose holds/reserves, suspend disbursements, or initiate reversals/adjustments as permitted by applicable rules and agreements. HantePay may suspend or restrict the Merchant’s access to the HantePay Payment Services and may assist Settlement Partners/Networks with risk and compliance actions.

5.7 Reconciliations and Errors

Transaction History will be available to the Merchant when the Merchant logs into the HantePay Transaction Management System. The Merchant is responsible for reconciling the Merchant’s Transaction History with the Merchant’s actual Transactions and must notify HantePay of any error or discrepancy in the Merchant’s Transaction History (each an “Error”). HantePay will investigate reported Errors and, where a settlement adjustment is warranted, transmit the appropriate adjustment information or instruction to the applicable Settlement Partner. Any resulting credit or debit will be made by the applicable Settlement Partner under its terms and processing schedule. To the extent permitted by applicable Law, the Merchant’s failure to notify HantePay of an Error within sixty (60) days after it first appears in the Merchant’s Transaction History will constitute a waiver of any claim relating to that Error. If the Merchant submits an erroneous Transaction, the Merchant must contact HantePay immediately. HantePay will investigate the reported Transaction and coordinate any appropriate correction with the applicable Settlement Partner and Network.

5.8 Refunds and Returns

• The Merchant agrees to process through the HantePay Payment Services all Refunds relating to returns of products or services originally paid for using the HantePay Payment Services, in accordance with this Agreement and the Network Rules. The Network Rules require the Merchant to (i) maintain a fair return, cancellation, or adjustment policy; (ii) disclose the Merchant’s return or cancellation policy to customers at the time of purchase; (iii) not give cash Refunds to a customer in connection with a sale, unless required by law; and (iv) not accept cash or any other item of value in exchange for a Refund.
• Full Refunds must be for the exact dollar amount of the original Transaction, including tax, handling charges, and any other amounts charged. The Refund amount may not exceed the original sale amount except by an amount equal to any reimbursement to the customer for postage costs incurred in returning a product. The Merchant will use best efforts to process all Refunds within the periods permitted by the applicable Network Rules after the original Transaction date. The Merchant acknowledges that a Refund submitted after the applicable period may not be processed.
• HantePay will transmit the Merchant’s Refund instruction to the applicable Settlement Partner, which may net the Refund amount (including any applicable Fees) against amounts otherwise payable to the Merchant under the Settlement Partner’s terms. If those amounts are insufficient, the Merchant must pay the applicable Settlement Partner or HantePay, as identified in the applicable invoice or Pricing Documents, the amount required to process the Refund. The HantePay Account is a technical and administrative account only and is not credited with or used to hold Refund funds.

5.9 Chargebacks

A Chargeback may result in the reversal of a Transaction where the Merchant is immediately liable for the amount of the Transaction. The Merchant can be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized Transactions; (iii) Transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by HantePay’s processor, or the acquiring or issuing banks.

When a Chargeback is issued, the Merchant is immediately liable for the full amount of the Transaction related to the Chargeback, plus any associated fees, fines, expenses, or penalties assessed under the applicable program terms. The Merchant authorizes HantePay to transmit Chargeback information and recovery instructions to the applicable Settlement Partner. The Settlement Partner may net, reserve, or collect the applicable amounts under its terms. The HantePay Account is not a bank account or wallet and will not be debited. If the applicable amounts cannot be recovered in full through the Settlement Partner, the entity entitled to payment may invoice the Merchant, and the Merchant must pay the invoiced amount upon demand. To the extent permitted by Law, the Merchant is responsible for reasonable collection costs, including attorneys’ fees and other legal expenses, incurred in collecting unpaid Chargeback obligations. Any hold or reserve relating to a potential Chargeback is maintained solely by the applicable Settlement Partner and is governed by the Settlement Partner’s terms, applicable Law, and Network Rules.

5.10 Contesting Merchant’s Chargebacks

The Merchant or HantePay may elect to contest Chargebacks assessed against the Merchant. HantePay may provide notifications and other assistance to help the Merchant contest Chargebacks, but HantePay does not assume liability for its role or assistance in doing so. The Merchant agrees to provide HantePay promptly, and at the Merchant’s expense, with the information necessary to investigate or help resolve any Chargeback. The Merchant also authorizes HantePay to share required records or other information with financial institutions and Networks to help resolve disputes. The Merchant acknowledges that failure to provide HantePay promptly with complete and accurate information may result in an irreversible Chargeback. If the Chargeback is not resolved in the Merchant’s favor, HantePay may recover the Chargeback amount and any associated fees from the Merchant. HantePay reserves the right, upon notice to the Merchant, to charge a fee for mediating or investigating Chargeback disputes.

5.11 Excessive Chargebacks

At any time, HantePay, the Networks, or a Settlement Partner may determine that the Merchant is incurring excessive Chargebacks. Networks typically consider Chargeback volume approaching 1% of the Merchant’s total processing volume to be excessive, although the level at which the Merchant is considered to have excessive Chargebacks may be more or less than that. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (i) additional controls and restrictions on the Merchant’s use of the HantePay Payment Services, (ii) increases to the Merchant’s applicable Fees, (iii) delays in the Merchant’s Payment Schedule, or (iv) suspension or termination of the Merchant’s HantePay Account and access to the HantePay Payment Services. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.

5.12 HantePay Fees

The Merchant agrees to pay all fees assessed by HantePay for providing the HantePay Payment Services described in this Agreement (“Fees”). The Fees will be calculated under the applicable Pricing Documents. HantePay may revise the Fees prospectively upon at least thirty (30) days’ notice to the Merchant. The Merchant is also responsible for penalties or fines imposed on HantePay by a Network or financial institution as a result of the Merchant’s violation of this Agreement, applicable Law, or Network Rules, to the extent stated in the applicable Pricing Documents or program terms.

5.13 HantePay’s Collection Rights

To the extent permitted by applicable Law, HantePay may collect obligations the Merchant owes HantePay under this Agreement by invoicing the Merchant directly or by instructing the applicable Settlement Partner to net the corresponding amounts against settlement amounts otherwise payable to the Merchant. Fees are assessed when a Transaction is processed and are netted by the applicable Settlement Partner against amounts otherwise payable to the Merchant for that Transaction. If the settlement amount is insufficient to meet the Merchant’s obligations to HantePay, the Merchant must pay HantePay the remaining amount. Failure to pay amounts owed to HantePay upon demand is a material breach of this Agreement. In addition to the amount owed, the Merchant will be liable for HantePay’s collection costs, including attorneys’ fees and expenses, arbitration or court costs, collection-agency fees, and applicable interest.

6. Service Term

This Agreement remains effective while the Merchant uses the HantePay Payment Services until terminated by the Merchant or HantePay under this Agreement. A Network or Settlement Partner may suspend or terminate the services it separately provides under its own rules or agreement, which may result in suspension or termination of the affected HantePay Payment Services.

6.1 Application

• After HantePay has collected and verified all the Merchant’s information, HantePay will review the Merchant’s registration and determine whether the Merchant is eligible to use the HantePay Payment Services. HantePay may also share the Merchant’s information with the Networks and HantePay Partnered Bank, each of which may make a separate eligibility determination. HantePay will notify the Merchant whether the Merchant’s registration has been approved or deemed ineligible.
• After HantePay has reviewed and approved all required information, the Merchant’s HantePay Account will be made available to the Merchant on a preliminary basis only, and HantePay may terminate it at any time and for any reason. The Merchant may not apply for another account with HantePay if HantePay has already rejected an application for the Merchant’s business. If the Merchant believes the original application was rejected in error, the Merchant should contact HantePay’s application team to request review of the account.
• This Agreement is binding on HantePay only when HantePay approves the Merchant’s application.

6.2 Documents Required

The Merchant must provide HantePay with the business or trade name, address, email address, phone number, tax identification number, URL, nature of the business or activities, and certain other information. HantePay may also collect personal information (including name, birthdate, Social Security number, and government-issued identification number) about beneficial owners, principals, and the HantePay Account administrator. HantePay may request additional information to verify the Merchant’s identity and assess the Merchant’s business risk, including financial statements, a physical inspection of the Merchant’s place of business, and access to relevant books and records.

6.3 Personal Guarantee

HantePay may require a personal guarantee from a principal of the Merchant’s business as a condition of providing or continuing to provide the HantePay Payment Services. Any personal guarantee must be set out in a separate written agreement that identifies the guarantor, the guaranteed obligations, the beneficiaries of the guarantee, and the guarantor’s acceptance.

7. Termination

7.1 Termination At Will

HantePay reserves the right to terminate this Agreement at any time. The Merchant may also terminate at any time. Termination is effective immediately when the terminating party gives notice in the manner described in §11.8 (Notice Delivery and Acceptance to Electronic Signature); no notice period and no cure period applies. For the avoidance of doubt, a notice of termination takes effect when it is given, and the deemed-receipt rule in §11.8 does not delay that effect. Termination does not alter the Merchant’s liability for processed payments, Chargebacks, Refunds, Fees, or other amounts incurred before termination takes effect.

• The Merchant may terminate this Agreement at any time by giving HantePay written notice and closing the Merchant’s HantePay Account; termination is effective immediately when that notice is given.
• HantePay may terminate this Agreement and close the Merchant’s HantePay Account at any time and for any reason, effective immediately upon HantePay giving notice to the Merchant in accordance with this Agreement.
• HantePay may suspend the Merchant’s HantePay Account and the Merchant’s access to the HantePay Payment Services, or terminate this Agreement, if (i) HantePay determines in its sole discretion that the Merchant is ineligible for the HantePay Payment Services because of the risk associated with the Merchant’s HantePay Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) the Merchant does not comply with any of the provisions of this Agreement; or (iii) requested by a Network or financial institution.

7.2 Effects of Termination

(a) HantePay.

Upon termination and closing of the Merchant’s HantePay Account, HantePay will discontinue the Merchant’s access to the HantePay Payment Services. Any settlement funds that are pending, held, or reserved are handled solely by the applicable Settlement Partner pursuant to the Settlement Partner’s terms, risk controls, and applicable rules.

(b) Merchant.

Upon termination and closing of the Merchant’s HantePay Account, the Merchant agrees to (i) immediately stop using any of the HantePay Payment Services, (ii) immediately stop using any HantePay Marks or IP Rights licensed under this Agreement, and (iii) immediately remove any HantePay references and all Network logos from the Merchant’s site or in the Merchant’s app (unless otherwise permitted to do so under a separate license from the Networks).

(c) Other effects.

Upon termination and closing of the Merchant’s HantePay Account, all the licenses granted under this Agreement will end. HantePay reserves the right (but has no obligation) to delete all of the Merchant’s information and account data stored on HantePay’s servers. HantePay will not be liable to the Merchant for compensation, reimbursement, or damages in connection with the Merchant’s use of the HantePay Payment Services, or any termination or suspension of the HantePay Payment Services or deletion of the Merchant’s information or account data, and the Merchant is still liable to HantePay for any Chargebacks, Fees, Refunds, or other amounts incurred by the Merchant or through the Merchant’s use of HantePay Payment Services prior to termination. Termination does not relieve the Merchant of the Merchant’s obligations under this Agreement. Any settlement holds, reserves, chargeback-related withholdings, or other fund-related actions (if applicable) are handled solely by the applicable Settlement Partner pursuant to the Settlement Partner’s terms and applicable rules.

7.3 Transfer of Service

Within 30 days after termination of the Merchant’s HantePay Account, the Merchant may request in writing that HantePay provide an alternative payment services provider with the transaction and payment-account data relating to Transactions between the Merchant and the Merchant’s customers that the Merchant is entitled to receive (the “Payment Account Details”). HantePay may require evidence that the alternative payment services provider has appropriate systems and controls as a condition of receiving any Payment Account Details. For Payment Account Details concerning payment-card Transactions, the alternative payment services provider must also be PCI DSS Level 1 certified. HantePay’s obligation to comply with a request under this section is limited to what is commercially reasonable. HantePay may delay or refuse a request if HantePay believes that the identified provider lacks systems or controls sufficient to protect the Payment Account Details, that the integrity of the Payment Account Details may be compromised, or that applicable laws or payment-method rules prohibit disclosure.

8. Compliance

8.1 Regulatory Status

HantePay provides technology services and is not a bank or licensed money transmitter. The Merchant acknowledges that the Settlement Partner(s) are responsible for financial regulatory compliance related to clearing, custody, settlement, and disbursement of funds, including KYC/AML and sanctions screening as required. The Merchant agrees to provide accurate information and documentation requested by Settlement Partners and to comply with their ongoing monitoring requirements.

8.2 Network and Settlement Partner Rules

Networks and Settlement Partners maintain guidelines, bylaws, rules, and regulations applicable to the services they provide (“Network Rules”). The Merchant must comply with the Network Rules that apply to the Merchant’s use of the HantePay Payment Services. Any Network or Settlement Partner fees payable by the Merchant must be disclosed in the applicable Pricing Documents, program terms, or separate agreement. Upon request, HantePay will use reasonable efforts to identify or provide access to the applicable Network Rules. Networks and Settlement Partners may amend their rules under their respective terms. HantePay may amend this Agreement upon notice to the Merchant as reasonably necessary to comply with those changes or to address changes to the HantePay Payment Services.

8.3 Laws and Regulations

The Merchant is required to obey all laws, rules, and regulations applicable to the Merchant’s use of the HantePay Payment Services (for example, those governing financial services, consumer protection, unfair competition, anti-discrimination, or false advertising).

8.4 Prohibited Businesses

There are certain categories of businesses and business practices for which the HantePay Payment Services cannot be used (“Prohibited Businesses”). The Merchant must not, and the HantePay Payment Services must not be used to: (i) use the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from the Merchant’s sale of products or services to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the HantePay Payment Services on behalf of any third party; (iv) submit potentially fraudulent authorizations or Transactions; or (v) use HantePay in a manner that UnionPay, Alipay, WeChat Pay, or another applicable Network might reasonably consider an abuse of that Network or a violation of its rules. If the Merchant is uncertain whether a business is a Prohibited Business or has questions about how these requirements apply, the Merchant should contact HantePay.

• The Merchant further agrees not to, nor to permit any third party to, do any of the following with the HantePay Payment Services: (i) access or attempt to access HantePay 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 HantePay, HantePay’s website, or HantePay Payment Services; (iii) permit any third party to use HantePay Payment Services via a rental, lease, timesharing, service bureau, or other arrangements; (iv) transfer any rights granted to the Merchant under this Agreement; (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 other users, or impose an unreasonable or disproportionately large load on HantePay’s infrastructure; or (vii) use in a manner that is not expressly permitted in this Agreement.

8.5 Verification and Audit

• HantePay reserves the right to verify the Merchant’s identity periodically and assess the Merchant’s business risk, including by reviewing financial statements, inspecting the Merchant’s place of business, and examining books and records relating to the Merchant’s compliance with this Agreement. The Merchant’s failure to comply with any such request within five (5) days may result in suspension or rejection of the Merchant’s HantePay registration.

9. Liability and Indemnification

• The Merchant is responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to the Merchant’s use of the HantePay Payment Services and the Merchant’s breach of this Agreement. The Merchant is responsible for the use of lost or stolen cards to purchase products or services from the Merchant’s business and selecting and implementing security controls that are appropriate for the Merchant’s business. The Merchant agrees to reimburse the Merchant’s customer, HantePay, HantePay Partnered Bank, and any third party designated by HantePay or HantePay Partnered Bank for any such liability.
• HantePay will have final decision-making authority concerning Claims. The Merchant must reimburse HantePay for liability HantePay incurs because of the Merchant’s fulfillment or failure to fulfill obligations to its customers, including obligations relating to delivery of products or services. The Merchant’s liability includes the full purchase price of the item plus the original shipping cost, and in some cases the Merchant may not receive the item back. The Merchant will not receive a refund of Fees paid to HantePay. Without limiting the foregoing, the Merchant agrees to defend, indemnify, and hold harmless the Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) the Merchant’s breach of this Agreement; (ii) the Merchant’s use of the HantePay Payment Services with the Merchant’s site or app; (iii) the Merchant’s obligations to pay amounts owed under this Agreement, including Reversals, Chargebacks, Claims, fines, Fees, penalties, and attorneys’ fees; (iv) negligence or willful misconduct by the Merchant’s employees, contractors, or agents; and (v) third-party indemnity obligations HantePay incurs as a direct or indirect result of the Merchant’s acts or omissions, including indemnification of a Network or card issuer. HantePay may immediately demand payment of amounts the Merchant owes HantePay for such liability.

The Merchant understands and agrees that, to the fullest extent permitted by applicable Law, no Disclaiming Entity will be liable for any of the following:

• 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 HantePay Payment Services, including the use of, inability to use, or unavailability of the HantePay Payment Services;
• Any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the HantePay Payment Services or the Merchant’s HantePay Account, or of the information contained in either, or resulting from the Merchant’s failure to select and implement security controls appropriate for the Merchant’s business;
• Any personal injury or property damage, of any nature whatsoever, resulting from the Merchant’s access to or use of the HantePay Payment Services;
• Any unauthorized access to or use of servers used in connection with the HantePay Payment Services or any personal information stored therein;
• Any interruption or cessation of transmission to or from the HantePay Payment Services;
• Any software bugs, viruses, Trojan horses, or other harmful code that may be transmitted to or through the HantePay Payment Services;
• Any errors, inaccuracies, or omissions in any content or information, or any loss or damage incurred as a result of using content or information posted, emailed, stored, transmitted, or otherwise made available through the HantePay Payment Services;
• Any defamatory or offensive material contained in content submitted by the Merchant or by any user;
• Any unlawful conduct of any third party.

Notwithstanding anything to the contrary in this Agreement, the Disclaiming Entities’ aggregate cumulative liability to the Merchant is limited to direct damages and will not exceed the total amount of Fees paid by the Merchant to HantePay during the one (1) month period immediately preceding the event giving rise to the claim. This limitation of liability applies regardless of the legal theory on which the claim is based, including breach of contract, tort (including negligence), strict liability, or any other basis. These limitations apply even if HantePay or HantePay Partnered Bank has been advised of the possibility of such damage and will apply to the fullest extent permitted by applicable Law.

10. Privacy

• The Merchant acknowledges that HantePay may be required to provide the Merchant’s business name and limited information to Networks and financial services providers in connection with the HantePay Payment Services. In the event of a default under this Agreement or misuse of an applicable financial network, HantePay may also report the Merchant’s business name and the names of the Merchant’s principals to UnionPay, Alipay, WeChat Pay, or another applicable Network. The Merchant specifically consents to such reporting and listing and waives, and holds HantePay and the applicable Networks harmless from, all claims and liabilities the Merchant may have as a result of such reporting, to the extent permitted by applicable Law.
• The Merchant is fully responsible for the security of data on the Merchant’s site, through the Merchant’s app, or otherwise in the Merchant’s possession. The Merchant agrees to comply with all applicable state and federal laws and rules in connection with the Merchant’s collection, security, and dissemination of personal, financial, card, or Transaction information (“Payment Data”). While HantePay may provide tools intended to assist with compliance, the Merchant remains responsible for compliance with the laws, regulations, and rules applicable to the Merchant’s business. The Merchant must comply with the then-current Payment Card Industry Data Security Standard (PCI DSS) and, where applicable to the Merchant’s implementation, the relevant standards under the PCI Software Security Framework or any successor standard.

10.1 Security and Fraud Controls

HantePay is responsible for protecting Payment Data in its possession and will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect personal information regarding the Merchant and the Merchant’s customers that is stored on HantePay’s systems against unauthorized access and accidental loss or modification. However, HantePay cannot guarantee that unauthorized third parties will never defeat those safeguards or use such information for improper purposes. HantePay may provide or suggest security procedures and controls intended to reduce fraud risk, including processes or applications developed by HantePay or third parties, such as two-factor authentication for access to the Merchant’s HantePay Account. The Merchant must review the available security controls, select and properly use those appropriate for its business, and implement additional controls when reasonably necessary. Disabling or failing to use appropriate security controls may increase the Merchant’s exposure to unauthorized Transactions. To the extent permitted by applicable Law, HantePay is not liable for and does not insure against losses resulting from the use of lost or stolen Payment Data or compromised Merchant credentials, except to the extent caused by HantePay’s breach of this Agreement or applicable Law.

10.2 Security Audit Right

If HantePay believes that a security breach or compromise of data has occurred, HantePay may require the Merchant to have a third-party auditor that is approved by HantePay to conduct a security audit of the Merchant’s systems and facilities and issue a report to be provided to HantePay, HantePay’s banking partners, and the Networks.

10.3 Merchant Privacy Undertakings

• The Merchant represents to HantePay that the Merchant complies, and will continue to comply, with all applicable privacy laws. The Merchant further represents that the Merchant has obtained all rights and consents required by applicable Law to disclose to HantePay—or allow HantePay to collect, use, retain, and disclose—data that the Merchant provides or authorizes HantePay to collect. As between the Merchant and HantePay, the Merchant is solely responsible for informing its customers, as applicable, that the Merchant uses the HantePay Payment Services and provides customer data to HantePay.
• If the Merchant receives information about others, including cardholders, through use of the HantePay Payment Services, the Merchant must keep that information confidential and may use it only in connection with the HantePay Payment Services. The Merchant may not disclose or distribute such information to a third party or use it for marketing purposes unless the Merchant receives the user’s express consent. The Merchant may disclose payment information to a third party only in connection with processing a Transaction requested by the Merchant’s customer using the HantePay Payment Services and, if applicable, in a manner consistent with PCI DSS and applicable Law.

11. General Provisions

11.1 License and Trademarks

• While the Merchant is authorized to use the HantePay Payment Services, HantePay grants the Merchant a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to access and use the HantePay Payment Services electronically solely to (a) initiate and accept payments for the Merchant’s goods or services; (b) view transaction reporting and reconciliation information; and (c) build applications using the HantePay Payment Services in a manner consistent with this Agreement and the documentation available on HantePay’s website.
• This license includes use of the APIs, documentation, images, support pages, and any updates provided to the Merchant by HantePay. If updates are subject to new or additional terms, HantePay will update this Agreement or provide notice to the Merchant. Each of the foregoing is licensed, not sold, and HantePay reserves all rights not expressly granted to the Merchant in this Agreement. The HantePay Payment Services are protected by copyright, trade-secret, and other intellectual-property laws. HantePay owns all right, title, and interest in and to the HantePay Payment Services and all copies of the HantePay Payment Services worldwide.
• HantePay may terminate this license at any time if the Merchant uses the HantePay Payment Services or any HantePay content other than as permitted by this Agreement. HantePay may also periodically make available certain HantePay logos, trademarks, or other identifiers for the Merchant’s use (“HantePay Marks”). HantePay may limit or revoke the Merchant’s ability to use HantePay Marks at any point and may change the HantePay Marks from time to time. If HantePay changes the HantePay Marks, the Merchant must use the current version.
• The Merchant may choose, or HantePay may invite the Merchant, to submit comments or ideas about the HantePay Payment Services, including ideas about how to improve the HantePay Payment Services or HantePay’s products (“Ideas”). By submitting an Idea, the Merchant agrees that the disclosure is gratuitous, unsolicited, and unrestricted; does not place HantePay under any fiduciary or other obligation; and may be used by HantePay without additional compensation to the Merchant or disclosed on a non-confidential basis. The Merchant further acknowledges that HantePay’s acceptance of a submission does not waive HantePay’s right to use similar or related ideas previously known to HantePay, developed by its employees, or obtained from other sources.

11.2 Merchant’s Representations and Warranties

The Merchant represents and warrants to HantePay that:

• If the Merchant is a sole proprietor, the Merchant is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement;
• The Merchant is eligible to apply and use the HantePay Payment Services and has the right, power, and ability to enter into and perform under this Agreement;
• The information the Merchant submits as part of the Merchant’s registration is current, accurate, and complete;
• Any Transaction submitted by the Merchant will represent a bona fide Transaction for permitted products or services;
• Any Transactions submitted by the Merchant will accurately describe the products or services sold and delivered to a purchaser;
• The Merchant will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the HantePay Payment Services;
• The Merchant will fulfill all of the Merchant’s obligations to each customer for which the Merchant submits a Transaction and will resolve any consumer dispute or complaint directly with the purchaser;
• The Merchant and all Transactions initiated by the Merchant will comply with all federal, state, and local laws, rules, and regulations applicable to the Merchant’s business, including any applicable tax laws and regulations;
• Except in the ordinary course of business, no Transaction submitted by the Merchant through the HantePay Payment Services will represent a sale to any principal, partner, proprietor, or owner of the Merchant’s entity;
• The Merchant will not use the HantePay Payment Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the HantePay Payment Services.

11.3 Services Provided “As Is”

The HantePay Payment Services and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties, express, implied, or statutory, including any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by the Merchant from or through the HantePay Payment Services or from (i) HantePay or HantePay Partnered Bank; (ii) the processors, suppliers, or licensors of HantePay or HantePay Partnered Bank; or (iii) any other Disclaiming Entity will create any warranty from a Disclaiming Entity to the Merchant. The Merchant specifically acknowledges that neither HantePay nor HantePay Partnered Bank controls the products or services paid for through the HantePay Payment Services, whether provided through the Merchant’s site or app or otherwise, and neither HantePay nor HantePay Partnered Bank can ensure that the Merchant’s customers will complete a Transaction or are authorized to do so. Without limiting the foregoing, the Disclaiming Entities do not warrant that information provided by them or through the HantePay Payment Services is accurate, reliable, or correct; that the HantePay Payment Services will meet the Merchant’s requirements; that the HantePay Payment Services will be available at any particular time or location; that the HantePay Payment Services will operate without interruption or be secure; that any defects or errors will be corrected; or that the HantePay Payment Services are free of viruses or other harmful components. Any material downloaded or otherwise obtained through use of the HantePay Payment Services is obtained at the Merchant’s own risk, and the Merchant is solely responsible for any resulting damage to the Merchant’s property or loss of data. The Disclaiming Entities make no representations or warranties regarding the time required to process 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 HantePay Payment Services, any hyperlinked website or service, or any banner or other advertising. Neither HantePay nor HantePay Partnered Bank will be a party to or monitor any Transaction between the Merchant and a third-party provider of products or services.

11.4 Choice of Law, Arbitration and Jurisdiction

The Merchant agrees that any disputes arising out of or relating to this Agreement or the HantePay Payment Services will be resolved in accordance with this section. This Agreement is governed by the laws of the State of California.

Any controversy or claim arising out of or relating to this Agreement or its breach will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

This Agreement evidences a Transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Class Action Waiver. To the fullest extent permitted by applicable Law, the Merchant and HantePay each waive any right to bring or participate in any claim as a plaintiff or class member in any purported class, collective, coordinated, consolidated, private attorney general, or other representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; the arbitrator may not consolidate or join the claims of more than one person or party and may not preside over any form of class or representative proceeding. If this Class Action Waiver is held unenforceable as to a particular claim or request for relief, then that claim or request for relief — and only that claim or request — will be severed from the arbitration and may be brought in the state or federal courts located in Los Angeles County, California, and all remaining claims will continue to be resolved in arbitration.

If the arbitration provision is held invalid or unenforceable with respect to a dispute, that dispute must be brought exclusively in the state or federal courts located in Los Angeles County, California. The Merchant and HantePay consent to the personal jurisdiction and venue of those courts. To the fullest extent permitted by applicable Law, each party waives the right to a trial by jury in any court proceeding arising out of or relating to this Agreement.

11.5 SMS / Text Messaging

Consent. If the Merchant or an authorized representative provides a mobile phone number to HantePay — for example when submitting an application or contact form on hante.com, or when registering or updating an account — and checks the box consenting to text messages, the Merchant agrees to receive SMS messages from Hante Corp. (DBA HantePay). The box is not pre-selected, and consent is not a condition of applying for or receiving any service from HantePay.

What we send. Messages are limited to account-related and security notifications, including one-time passcodes (OTP) for login and identity verification, application status updates, and notices about changes to the account. HantePay does not send marketing or promotional text messages under this program.

Frequency and cost. Message frequency varies and depends on the Merchant's activity — most messages are sent only in response to an action the Merchant takes. Message and data rates may apply. The mobile carrier is not liable for delayed or undelivered messages.

Opting out and help. Reply STOP to any message to opt out at any time. You will receive a single confirmation message and no further texts. Reply START to opt back in. Reply HELP for assistance, or contact us at cs@hante.com or 833-833-8033.

How we handle your mobile information. No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All other categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Records. HantePay retains a record of the Merchant's consent (including the date, the page on which it was given, and the wording agreed to) and of any opt-out requests, in order to honor those choices and to demonstrate compliance.

11.6 Interpretation

Headings are included in this Agreement for convenience only and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that HantePay may have under trade secret, copyright, patent, or other laws.

11.7 Right to Amend

HantePay may change or add to the terms of this Agreement and may change, delete, discontinue, or impose conditions on any feature or aspect of the HantePay Payment Services or software. HantePay will provide notice reasonably appropriate to the circumstances using a notice method described below. Unless a change is required sooner by applicable Law, a Network, a Settlement Partner, or an urgent security or risk concern, a material change will apply prospectively after the effective date stated in the notice. The Merchant’s continued use of the HantePay Payment Services after that effective date constitutes acceptance of the modified Agreement.

11.8 Notice Delivery and Acceptance to Electronic Signature

• Methods of Delivery/Notice: The Merchant agrees that HantePay will provide electronic disclosures, notices regarding HantePay and updated agreements to the Merchant by posting such disclosures and notices through the HantePay Transaction Management System/dashboard, emailing the Merchant to the email address listed in the Merchant’s HantePay Account, or posting them to HantePay’s website.
• The Merchant also agrees that electronic disclosures and notices have the same meaning and effect as if HantePay had provided the Merchant with a paper copy. Such disclosures and notices will be considered to be received by the Merchant within twenty-four (24) hours of the time they are posted to HantePay’s website or emailed to the Merchant unless HantePay receives notice that the email was not delivered.
• Consent to Electronic Disclosures and Notices: By registering for a HantePay Account, the Merchant agrees that such registration constitutes the Merchant’s electronic signature, and the Merchant consents to electronic provision of all disclosures and notices from HantePay (“Notices”), including those required by Law. The Merchant also agrees that the Merchant’s electronic consent will have the same legal effect as a physical signature.
• Due to the nature of the HantePay Payment Services, the Merchant cannot begin using the HantePay Payment Services without agreeing to electronic delivery of Notices. The Merchant may withdraw consent to receive Notices electronically by terminating the Merchant’s HantePay Account.

11.9 Assignment

This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by the Merchant without HantePay’s prior written consent but may be assigned by HantePay without consent or other restriction upon notice to the Merchant or where substantially all of HantePay’s assets are sold. Any attempt by the Merchant to assign this Agreement, or any rights or licenses granted herein, without HantePay’s express written consent will be null and void.

11.10 Parties

This Agreement binds the Merchant and HantePay and their respective representatives, permitted successors, and permitted assigns.

11.11 Third-party Services and Links to Other Websites

The Merchant may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-party Services”) that utilize, integrate, or provide services related to the HantePay Payment Services. If the Merchant decides to use these Third-party Services, the Merchant will be responsible for reviewing and understanding the terms and conditions associated with these Third-party Services. The Merchant agrees that HantePay is not responsible for the actions of Third-party Services.

11.12 Force Majeure

No party will be liable for delays in processing or other nonperformance caused by events such as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attacks, nonperformance by a party’s vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control. Nothing in this section will affect or excuse the Merchant’s liabilities or obligations under this Agreement, including obligations relating to Reversals, Chargebacks, Claims, fines, Fees, Refunds, or unfulfilled products and services.

11.13 Responding to Legal Process

HantePay may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that HantePay reasonably believes to be valid. HantePay may provide information in its possession as permitted by Law and may coordinate with the applicable Settlement Partner regarding Legal Process relating to settlement funds, subject to the Settlement Partner’s terms and applicable Law. Where permitted, HantePay will use reasonable efforts to notify the Merchant by sending a copy to the email address on file. HantePay is not responsible for losses the Merchant incurs as a result of HantePay’s good-faith compliance with valid Legal Process. HantePay may charge the Merchant a reasonable fee for responding to Legal Process to the extent disclosed in the applicable Pricing Documents and permitted by Law.

11.14 Entire Agreement

This Agreement constitutes the entire agreement between the Merchant and HantePay concerning the HantePay Payment Services and supersedes prior or contemporaneous agreements between those parties on that subject, except for the applicable Pricing Documents or another document expressly incorporated by reference. A Settlement Partner, Network, processor, vendor, or supplier is not a party to this Agreement merely because it is referenced in this Agreement. The Merchant’s use of services provided by any such third party is governed by the separate terms applicable to those services. If this Agreement conflicts with a separately accepted Settlement Partner or Network agreement concerning clearing, custody, settlement, disbursement, or Network services, that separate agreement controls solely with respect to those services.

11.15 Severability

If any provision of this Agreement, or any portion of a provision, is held invalid or unenforceable under applicable Law, it will be changed and interpreted to accomplish its objectives to the greatest extent possible under applicable Law, and the remaining provisions will continue in full force and effect.