Software platform terms

These terms cover the referral, integration and support services agreed in a Platform Service Order between Etail Depot US, Inc. and the named software business. They apply to United States merchant accounts. Both parties must accept the order and the documents it identifies before the arrangement begins.

The Platform Service Order identifies the permitted integration, responsibilities, fees, support contacts and data access. These platform terms and the general provisions identified below form the platform agreement when accepted. The parties must receive and retain the incorporated version.

Approval covers only the merchant types, activities and territory specified in the order. A platform relationship does not approve its merchants or permit accounts outside the United States program. Restricted activities require the written approval described in the Acceptable use policy before processing begins.

• Activities requiring written approval

The platform may introduce a merchant but cannot promise account approval, a particular price, funding time or removal of a restriction. The merchant must supply its own application and accept the terms applicable to its account.

The platform is not appointed to hold merchant funds, approve accounts or act for an acquiring bank by this agreement. Seller transfers and account aggregation require a separate expressly approved arrangement.

The platform’s separate software terms must explain its own service, charges, support and proposed account access. Do not imply that Etail supplies the entire software product. A platform is not appointed as merchant of record or agent with authority to bind Etail by this agreement.

Where a platform presents account documents, it must retain evidence of the versions shown, signer identity and authority, affirmative acceptance and date, and supply a copy the merchant can save. Acceptance on a merchant’s behalf requires specific valid authority and a process permitted by the responsible provider. If a provider handles acceptance, the merchant must be told who holds the record and how to obtain an authorized copy.

Before accessing an account, obtain a clear authorization identifying permitted actions, information access and any platform charges. Keep evidence and make the authorization available to the merchant. Only request access necessary for the selected function.

A technical connection alone does not authorize refunds, recurring charges, changes to bank details or deductions from payouts. Provide a way to revoke access and promptly carry out an authorized revocation. Stop initiating affected actions when permission expires, is revoked or is suspended. Retain information only as permitted for continuing records and legal duties.

The merchant’s permission must identify the affected accounts, purpose, duration, information, actions and limits. Referring a merchant does not give you access to its account. Additional access requires additional authorization. Accepting your platform agreement does not provide the merchant’s consent.

Use the assigned integration instructions and credentials. Protect secrets, limit access, validate payment updates and design recovery so an interrupted request does not create a duplicate payment or refund. A successful technical response is not proof of final bank receipt.

Maintain accurate merchant and transaction references. Explain which party provides account support and which provides software support. Report a service or security issue promptly through the agreed route. Do not claim access to unapproved functions.

Access is limited to the assigned interfaces, environments, accounts and functions. Do not expose private credentials in browser code, URLs or logs, use one merchant’s permission for another or bypass provider limits. New functions or material changes to data use, transaction flow or authority require approval before use.

Distinguish application from activation, authorization from capture, and payout initiation from bank receipt. Follow the approved verification and recovery procedures for interrupted, repeated or out of order messages. Refunds, payout instructions and bank changes require both an enabled capability and specific authority.

Do not resell or share assigned access, delegate merchant permissions to an undisclosed party or enable another platform through your connection without prior written approval. Before live use, the required orders and merchant authorizations must be accepted, each merchant must be approved and activated, and the responsible provider must enable the specific functions. Approval of a platform connection does not waive those conditions.

Access to merchant and customer information follows the merchant authorization, applicable privacy notices and the agreed data terms. A referral does not authorize unrelated marketing, resale or unrestricted data access.

Platform fees, referral compensation and any permitted collection route must be recorded separately. Any allocation of merchant losses or negative balances must be expressly agreed; it is not implied by introducing the merchant.

A platform fee, referral payment or revenue share requires an express amount or formula, calculation base, eligible accounts, exclusions, payment date, reversals, taxes and treatment after termination. No compensation arises from a public link or inquiry alone. Merchant charges require disclosure in the merchant’s accepted terms; deductions also require valid authority and an enabled arrangement.

Each party retains its tax and information reporting duties. Any filing service must identify the responsible filer, data supplier, withholding, delivery and corrections. Integration alone does not include a filing service or transfer those duties.

Any separately accepted undertaking to cover merchant losses must identify the merchants, events, limits, evidence, recovery method and duration. A passed through network or provider assessment needs an applicable term and supporting explanation. No personal guarantee or security interest is created here.

Names, marks and customer stories require permission. Do not imply certification of another party’s entire business or promise support, settlement or protection beyond the accepted arrangement.

• Data processing terms

The general contract provisions below govern changes and termination unless the accepted Platform Service Order expressly varies them. On termination, disable the affected permissions, preserve required records and assist with an authorized transition within your control. Do not interrupt an unrelated merchant account or withhold its funds to recover a separate software debt.

A platform agreement does not replace the merchant’s acquiring or service agreement. Each party remains responsible for obligations that apply to its own activities.

On disconnection, stop new instructions outside the remaining authority and revoke credentials no longer needed. Explain affected functions, preserve lawful records and finish agreed transition tasks and incident corrections. Retention duties do not create unrestricted access to a disconnected account. Migration requires merchant permission, provider capability and a secure process.

Sections 8 through 16 of the Merchant Services Terms, together with the definitions in Section 17 needed to interpret them, apply to the platform service using the version supplied with the accepted Platform Service Order. They cover confidentiality, service responsibilities, changes, suspension, termination, liability, indemnities, agreement administration and business disputes. An expressly accepted platform variation controls the provision it identifies.

In those sections, Merchant and you mean the software platform. The service and fees mean the platform services and fees payable by the platform to Etail. Merchant processing charges, refunds, reserves and payouts remain under each merchant’s separate agreement. A merchant’s losses are not assigned to the platform merely because it introduced that merchant.

For the service use restrictions referenced in Section 13, the platform’s restrictions on unapproved services, unauthorized account access, unlawful data use and misuse of integration credentials apply. The Section 14 indemnity concerns claims arising from the platform’s own use or conduct. It does not make the platform responsible for every merchant loss merely because it introduced or connected the merchant. Materials include items the platform supplies for its agreed service.

Section 16 provides for District of Columbia law, arbitration in Washington, DC and proceedings in the courts identified there where jurisdiction exists. It includes individual binding arbitration and a jury waiver for covered business disputes, subject to law. Read it before accepting the platform agreement. These provisions do not bind a platform or merchant solely because they view this website.

• General provisions for the platform agreement
• Business dispute provisions

The Platform Service Order must explain who handles account questions, technical faults, customer inquiries, refunds, disputes and reconciliation, and how unresolved issues receive further support. Promptly refer matters outside your authority to the responsible party and preserve applicable deadlines. Referring a question does not automatically transfer legal responsibility.

The order must also state who delivers account and contract notices, including when a merchant cannot access its account. Keep evidence of delivery and promptly address failed delivery. Passing a notice to another party does not extend a legal or contractual deadline.

Promptly report incidents, known fraud, unlawful use and misuse of permissions through the agreed secure route, subject to legal restrictions. Cooperate on containment, accurate communications, correction and restoration within your role. Limit disclosed personal information to what the lawful investigation requires.

Before an account connection begins, the merchant, platform and responsible provider must receive a copy of the merchant’s authorization through the approved acceptance process. The authorization limits the access and actions permitted for that merchant.

Parties and purpose

The authorization identifies the merchant and platform legal names, software, account references, service purpose, affected accounts, start date and duration.

Information and actions

The merchant authorizes specific information access, recipients and actions, subject to the stated limits and exclusions.

Charges

Each platform charge, billing party and separately authorized deduction must be disclosed to the merchant.

Removing permission

The merchant must be told how to remove access, the identity checks and timing involved, the services affected and any continuing obligations.

Documents and evidence

The merchant must receive the applicable merchant and provider document versions and privacy notices. The acceptance record must identify the signer and their authority, affirmative action, date, record holder and copy delivery.

Your Platform Service Order sets out the services and terms agreed with Etail. Both parties must receive and accept it, together with the documents it incorporates, before the arrangement begins.

Parties and territory

Your agreement identifies each party, its address and authorized representatives, the agreement reference and the United States merchant accounts covered.

Approved role

Your approved role defines the referral, integration and support services, eligible merchant types, restricted activities requiring written approval, provider permissions and governing documents.

Integration and support

You must receive the interfaces, environments, accounts and actions available to your platform, security requirements and launch conditions. Any agreed service levels, notice delivery, support contacts and timing for changes must also be identified.

Commercial terms

Your accepted terms identify fees or compensation, calculation methods, exclusions, payment dates, reversals, taxes and authorized collection methods.

Risk, data and branding

Responsibility for merchant losses and its limits require express agreement. Your order includes applicable data terms, merchant authorizations and permissions to use names and branding.

Term and acceptance

Your order identifies the start date, any fixed term, transition obligations, notice details, incorporated document versions and express variations. Authorized representatives must accept it and receive copies they can retain. A replacement identifies the prior agreement and affected parties.

Send legal notices and questions to compliance@etaildepot.com or Etail Depot US, Inc., 2001 L Street NW, Suite 500, Washington DC 20036, United States. Identify your business, service and the document concerned. Do not send identity documents, passwords or complete bank or card numbers by ordinary email.

• Contact compliance