Terms & Conditions

Derossi Vend LLC. ("DerossiVend", "we", "us" or "our") enables business-to-business payments and, in some limited scenarios, consumer-to-business payments as described below in Section 3.2. These Terms of Service (the "Agreement") are a legal agreement among DerossiVend and you and any person or organization for which you act (each of you and any such person or organization are referred to herein as a "User"). This Agreement governs your use of our website located at derossivend.com and the associated software and services (collectively the "Services"). In providing the Services, DerossiVend may use one or more bank partners to perform some or all of the Services (each such bank partner being a "Bank"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY DerossiVend SERVICES. If you do not agree to this Agreement, do not use the Services.

This Agreement provides that all disputes between you and DerossiVend will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 22 ("Dispute Resolution and Arbitration") for the details regarding your agreement to arbitrate any dispute with DerossiVend.

As used in this Agreement, the words "you" and "your" refer to you, a User of the Services and the Party agreeing to this Agreement. Any reference to DerossiVend or a User in this Agreement also includes, as applicable, the respective affiliates, directors, officers, employees, contractors, owners and agents of DerossiVend or the User.

1. ACCEPTANCE OF AGREEMENT

By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Services. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.

2. AMENDMENTS

DerossiVend may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: help@derossivend.com.

3. OVERVIEW OF DerossiVend SERVICES

3.1. Description of the Services

DerossiVend provides the Services, including, without limitation, Invoice Enablement Services that generally enable the electronic delivery of invoices on behalf of United States-based businesses (any such business being a "Merchant" or "Payee") to their customers (each customer being a "Payor" or "Buyer"). DerossiVend acts as an Agent of the Payee to facilitate the receipt of funds and crediting of customer accounts on behalf of the Merchant for commercial transactions. Merchants may generate and upload invoices through the DerossiVend Services to request payment from Payors. Merchants may also send invoices and request payment from Payors that have not registered for DerossiVend’s Services. For access to and use of the Services, DerossiVend may charge Merchants a fee (the "Fee") at the time of Payment crediting.

3.2. Limited Use of Service for Consumer to Business Payments

Merchants that enroll in the Services may use the Services to facilitate payment transactions with Payors. In any such case, Merchant acknowledges and agrees that (i) DerossiVend is the agent of the Merchant for purposes of the payment transaction, (ii) the User shall be deemed to be the Payor for any such payment transaction, (iii) the Merchant shall be deemed to be the Payee for any such payment transaction, and (iv) the Payor’s obligation to pay the Merchant in connection with any such payment transaction is satisfied upon receipt by DerossiVend of payment from the Payor. Please note that Payors cannot independently register for the DerossiVend Services, and may only use the Services where an enrolled Merchant requests payment from such Payor.

3.3. Accepted Payment Methods

DerossiVend enables Payors to transmit payments to Merchant via automated clearinghouse ("ACH"), credit or debit card, or via wire transfer. Merchants may receive payments via electronic check, debit card, ACH transfer, or via wire transfer. DerossiVend may partner with one or more Banks to facilitate the receipt of payments from Users and the transmission of payments to Merchant.

  • DerossiVend supports payments from all U.S. financial institutions.
  • Cards issued on the following payment networks may be used as payment methods via the Services: Visa, MasterCard, Discover, STAR, PULSE and Accel.

4. ELIGIBILITY AND SETTING UP YOUR ACCOUNT

4.1. Eligibility Requirements

In order to use the Services, you must (i) be an individual of at least 18 years of age (or the age of majority in the jurisdiction in which you reside) and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, and (iii) use the Services on behalf of a United States-domiciled business entity or freelancer. If you are using the Services as a Merchant, you must have a valid deposit account. Other restrictions may apply.

4.2. Creating an Account

In order to access the Services as a Merchant, you must create an account ("Account"). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about you or your business, and a strong password (collectively, your "Registration Information"). We also request additional information, such as your business’ EIN, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. DerossiVend is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.

DerossiVend reserves the right to request, in its sole discretion, that any User of the Services (whether or not a Merchant) create an Account in order to use and/or continue to use the Services. In any such case, you acknowledge that DerossiVend may request Registration Information from you, and you agree to provide true, accurate, and complete Registration Information, and to notify us promptly if any of your Registration Information Changes. 

4.3. Privacy; Identity Authentication

  • Personally identifiable information ("Personal Information") provided through the Services is governed by our Privacy Policy located at derossivend.com/privacy-policy. By using the Services, you agree to, and are bound by, the terms of DerossiVend’s Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety.
  • You authorize DerossiVend, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If DerossiVend cannot verify your or your business’ identity, DerossiVend reserves the right to deny you use of the Services or to limit your use of your Account.

4.4. Linking a Payout Method

Once you have created an Account, you may link various payout methods in order to receive funds. This includes your depository accounts with financial institutions (each, a "Bank Account") or credit or debit cards. DerossiVend may use Plaid Technologies, Inc. ("Plaid") to gather your data from financial institutions. By using the Services, you grant DerossiVend and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy available at https://plaid.com/legal. Please note that payout methods may be saved to your Account for easy reference and submission.

4.5. Payout Method Verification

Upon addition to your Account, your Bank Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize DerossiVend to credit your Bank Account with two (2) different and random micro-deposits, which you will be required to enter once prompted through the Services. You also authorize DerossiVend to debit your Bank Account for the amounts of the two (2) micro-deposits within ten (10) business days.

4.6. Payout Method Representations

When you add a payout method to your Account, you agree to the following:

  • You have the authority to disclose the payout method information and to bind the person or organization for which you act;
  • You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
  • You acknowledge that transactions initiated from your payout method must comply with the applicable provisions of U.S. law; and
  • Your authorization will remain in effect until not later than thirty (30) days after DerossiVend receives written notice from you of your desire to cancel.

4.7. Payment Methods and Other Terms

You acknowledge and agree that any payment method used in connection with the Services may be governed by terms and conditions separate from this Agreement, including, without limitation, applicable agreements with and disclosures made by financial institutions, and that DerossiVend is not responsible for any such term or condition. By way of example, and without limiting the generality of the foregoing, you acknowledge and agree that DerossiVend is not responsible for any term or condition related to any relevant credit or transactional limits, credit and interest terms, or rewards programs associated with any payment method. Notwithstanding the foregoing, DerossiVend reserves the right to restrict your ability to use a given payment method in connection with your use of the Services for any reason. For example, DerossiVend may impose a transactional limit on your payout method for payments via the Services, which may be a lower value than the amount allowed by your financial institution or program, as the case may be, and may restrict your ability to any type payment method in connection with the Services.

We may, in our sole discretion, impose limits on the size, frequency, and timing of payments sent through the Services, on a per-transaction or a cumulative basis, and may change those limits at any time.

To prevent fraud and comply with legal obligations, we may impose one or more holds on a payment for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason, in our sole discretion.

5. MAKING PAYMENTS THROUGH THE SERVICES

5.1. Payment Submission

Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:

  • an Invoice;
  • a Payor;
  • a payment method; and
  • a payment amount.

The Merchant may at their discretion enable or disable the payment methods that are available to the Payor.

5.2. Payment Information and Authorization

DerossiVend may require additional information from the Payor at the time of payment submission. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Merchant. By submitting any payment through the Services, you authorize DerossiVend to debit or credit your payment method (e.g., deposit account, credit or debit card), in accordance with the terms and conditions of this Agreement.

5.3. Satisfactory Goods or Services

By submitting your payment for processing through the Services, you agree that DerossiVend is not and will not be responsible for any dispute related to your satisfaction with the goods or services provided by your Merchant in exchange for the payment, including, without limitation, any claim of insufficient or unexpected quality or untimely delivery. You hereby release DerossiVend from any such claim, and acknowledge and agree that any dispute related thereto exists solely between you and the Merchant.

5.4. Processing Payments

  • Payments made through the Services require sufficient time for your Merchant to receive your payment and credit your account accordingly. DerossiVend will use commercially reasonable efforts to issue payment within one to two business days following the payment submission date ("Process Date"), depending on the size of the payment, and subject to the requirements of applicable law and the terms and conditions of this Agreement. 
  • Payor will be solely responsible for submitting payments and should allow sufficient time for the payment to be delivered on or prior to the bill’s due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment and five full business days to receive a check payment within the territorial United States by first class mail. Note, however, that the foregoing expected delivery timeframe is a projected estimate based on DerossiVend’s historical performance for a given disbursement channel, is provided for convenience only, and should not be deemed to be a warranty of any kind whatsoever.
  • Payments methods submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, DerossiVend will be unable to continue to process your payment, and DerossiVend will notify you via the Services.

5.5. Scheduled Payments

  • Payments may be submitted with a Process Date in the future ("Scheduled Payments"), but must be assigned to a payment method at time of submission that remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise.
  • Prior to its Process Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees (per Section 11.1), and reiteration of any applicable payment review processes (per Section 7).

6. PAYMENT AUTHORIZATION

6.1. ACH Authorization

When the Payor chooses to pay a Merchant via ACH ("eCheck"), the Payor authorizes DerossiVend to debit the Payor’s payment method in increments or as a lump sum and remit funds to the Merchant through the ACH. The Payor also gives DerossiVend the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. The Payor agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which the Payors are an "Originator", DerossiVend is a "Third Party Service Provider," and the Payor’s financial institution is an "Originating Depository Financial Institution." The Payor is responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from the Payor’s failure to perform the Payor’s obligations under the NACHA rules, and the Payor agrees to defend, indemnify, and hold harmless DerossiVend for the same.

7. PAYMENT REVIEW

7.1. Review

At any time following payment submission, the payment to the Merchant may be subject to review, which serves to better understand the nature of and reason for the payment. During this review process and for any reason, DerossiVend (or one or more Banks) may place a temporary hold on the delivery of a payout for as long as reasonably required to conduct an appropriate inquiry regarding the Payor, the Payee, an invoice, payment history, and other relevant circumstances and factors.

7.2. Cooperation

You acknowledge that DerossiVend’s ability to efficiently and effectively review a payment is reliant upon your cooperation, and you absolve DerossiVend from any negative impacts to the delivery of the payment arising from delayed, incomplete, or insufficient responses to our inquiries.

7.3. Result of Payment Review

Depending on the results of this review, DerossiVend may instruct a Bank to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. DerossiVend also reserves the right to cancel any payment. In such cases and as permitted by applicable law, the funds will be returned to the Payor via the original payment method, or if necessary via other means.

8. CHARGEBACKS

In the event of any a chargeback, clawback, ACH return, or reversal for any payment by you through the Services that has already been transmitted to the Merchant, you agree to assign to DerossiVend any claims against your Merchant associated with such chargeback, clawback, ACH return, or reversal. You further agree that we may contact your Merchant directly to request reimbursement for any payment that has been transmitted to the Merchant and for which you have initiated a chargeback, clawback, or ACH return.

With respect to any Merchant, in the event that DerossiVend receives a chargeback, clawback ACH return, or reversal request with respect to any payment through the Services that has already been transmitted to the Merchant, the Merchant authorizes DerossiVend to debit your payout method on file for the amount of the chargeback, clawback, ACH return, or reversal, plus any associated fees. You acknowledge that DerossiVend may, in its sole discretion, withhold funds from future distributions. In the event such a debit or such a withholding is not possible, Merchant agrees to promptly reimburse DerossiVend in the amount of the transaction subject to the chargeback, clawback, ACH return, or reversal, plus applicable fees, as provided herein.

9. INSUFFICIENT FUNDS

Merchant agrees at all times to maintain sufficient funds in the payout method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if DerossiVend notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payout method is returned because of insufficient funds, you must reimburse DerossiVend for any corresponding payment amount immediately upon demand, plus processing fees, bank fees, and charges or penalties for returned items. DerossiVend reserves the right to withhold funds from a payout to satisfy any outstanding balance owed by the Merchant to DerossiVend.

The Payor agrees to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if DerossiVend notifies you that your funds are insufficient. DerossiVend also reserves the right to debit a Merchant’s account for money paid to the Merchant on your behalf if your payment is returned because of insufficient funds or any other reason. DerossiVend reserves the right to withhold funds from a payment to a Merchant if the Payor has an outstanding balance with DerossiVend. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Merchant.

10. PAYMENT CANCELLATION REQUESTS

Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once DerossiVend has begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.

11. DerossiVend FEES

11.1. Service Fees

  • You understand and agree that DerossiVend may charge Fees for access to and use of the DerossiVend Services. Fees will be charged to your payout method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules.
  • Fees for processed payments are charged in real-time upon processing for payout.

11.2. Fee Updates

Fees may vary, depending upon factors including but not limited to the Merchant, the payment method, and other variables both which may or may not be controlled by DerossiVend. Fees are subject to change at any time with or without prior notice. DerossiVend will make reasonable efforts to notify Merchants of upcoming fee changes to Fees controlled by DerossiVend.

11.3. Payment Method

Merchant will provide DerossiVend with access to a bank account of Merchant's funds (the "Bank Account") not requiring signature including notifying DerossiVend of the demand deposit account number and transit routing number for the Bank Account. Merchant agrees that DerossiVend may draw upon the Bank Account to pay fees, taxes, interest payments, charges, or any other amount due or payable to DerossiVend under the terms of this Agreement at any time fifteen (15) days after Merchant's receipt of an invoice indicating the amount owed by Merchant to DerossiVend. Merchant acknowledges and agrees invoices not disputed in good faith by Merchant in accordance with Section 11.4 below are due within fifteen (15) days after Merchant's receipt of an invoice indicating the amounts owed by Merchant to DerossiVend, and Merchant will ensure that the payments are made to DerossiVend on or before such due date. Merchant certifies that the signatory of this Agreement is an authorized representative of the Merchant and that it has the authority to authorize payments on the Merchant's behalf. Merchant understands that this authorization will remain in effect until it is canceled in writing, and agrees to notify DerossiVend in writing of any changes in its account information or termination of this authorization at least 15 days prior to the next billing date. Merchant acknowledges that any changes an authorized representative makes to account information via an online customer portal will be considered written notice of change and will constitute authorization to charge the new account in place of the account identified on this form. If the above noted payment dates fall on a weekend or holiday, Merchant understands that the payments may be executed on the next business day. Merchant understands that because these are electronic transactions, these funds may be withdrawn from its account as soon as the above noted transaction dates, and that it will have limited time to report and dispute errors. In the case the transaction is returned for Non-Sufficient Funds (NSF) Merchant understands that DerossiVend may at its discretion attempt to process the charge again within 30 days, and agrees to an additional charge for each attempt returned NSF, which will be initiated as a separate transaction from the authorized payment. Merchant has certified that the above business bank account is enabled for ACH transactions, and agrees to reimburse DerossiVend for all penalties and fees incurred as a result of Merchant’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Both parties agree to be bound by NACHA Operating Rules as they pertain to these transactions. Merchant acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Merchant agrees not to dispute these scheduled transactions with its bank provided the transactions correspond to the terms indicated in this Section 11.3.

11.4. Invoice Disputes

Merchant may withhold fees invoiced for Services to the extent such fees are disputed by Merchant in good faith, provided that Merchant: (i) gives DerossiVend written notice and explanation of such good faith dispute on or before the invoice due date; and (ii) pays all undisputed amounts due under the applicable invoice in accordance with the payment terms set forth herein. The parties shall work together in good faith to resolve any such dispute prior to the next invoice and Merchant agrees to promptly pay DerossiVend any amounts due to DerossiVend following resolution of any such dispute. Except with respect to amounts disputed in good faith as set forth herein, A) if any invoiced amounts remain unpaid 15 days after Merchant's receipt of invoice, Merchant shall pay a monthly late charge based on the unpaid amounts equal to the lesser of 1.5% or the highest amount allowed by law until such invoice amount is paid in full, and B) Merchant shall neither make nor assert any right of deduction or set-off from amounts invoiced.

12. APPLICABLE TAXES AND PENALTIES

The Merchant is responsible for all, if any, applicable taxes arising from your use of the Services. The Merchant is furthermore responsible for all fees, fines, penalties and other liability incurred by DerossiVend, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. The Merchant agrees to reimburse DerossiVend or a third party for any and all such liability.

13. ACCEPTABLE USE

13.1. Restricted Activities

You agree not to use the Services for the following purposes:

  • For unsupported transfers, including sending money:
    • to yourself or an entity in which you have control;
    • not in direct exchange for a rendered good or service;
    • for alimony or to escrow accounts; or
    • as a donation to an organization not classified as a registered charity.
  • Other than for legitimate payment purposes (e.g., to test or probe card behaviors).
  • For unsupported goods and services, including:
    • gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
    • unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);
    • certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
    • controlled substances and related goods or services;
    • tobacco, e-cigarettes, and e-liquid;
    • products sold by online pharmacies;
    • pornography, obscene materials, and sexually-related or "adult" services;
    • weapons, munitions, gunpowder, fireworks, and other explosives;
    • gold, diamonds, precious metals and related goods or services;
    • toxic, flammable, and radioactive materials; or
    • other goods and services subject to government regulation.
  • In violation or potential violation of applicable law, regulation, rule, or legal interest, including:
    • sending or receiving potentially fraudulent funds;
    • in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
    • infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
    • acting in a manner that could be defamatory, trade libelous, threatening or harassing; or
    • using your Account or the Services in violation of applicable payment network rules.
  • In a manner detrimental to our provision of the Services, including
    • the provision of outdated, false, inaccurate, or incomplete information;
    • using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;
    • maintain or using multiple Accounts;
    • allowing other individuals to access or use your Account;
    • using an anonymizing proxy;
    • using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to DerossiVend, a third party, or you;
    • imposing unreasonable demands on our technical or personnel resources;
    • facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
    • using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission;
    • using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
    • taking any action that may cause us to lose any of the services provided by our Merchants, payment processors, or other suppliers;
    • reselling, re-skinning, or otherwise distributing our Services;
    • breaching this Agreement or any other agreement or policy that you have agreed to with DerossiVend.

If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing help@derossivend.com.

13.2. Remediation

  • DerossiVend may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 13.1 above ("Restricted Activities"). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require.
  • If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, DerossiVend reserves the right to, in its sole discretion and at any time, take any or all of the following actions:
    • Close, suspend, or limit your access to your Account or the Services;
    • Hold, return, or reclaim funds;
    • Update inaccurate information you provided to DerossiVend or third parties;
    • Refuse to provide Services to you or related parties in the future;
    • Contact your bank or notify other Users, Recipients, law enforcement, or impacted third parties of your actions; or
    • Take legal action against you.

When not otherwise obligated by regulatory or compliance considerations, DerossiVend will provide you with notice of any such actions.

The Services may enable you to connect to third-party services or products ("Third-Party Services"). If you decide to use Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third- Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not DerossiVend. The Services may contain links to third-party websites. The inclusion of a link to a third-party website does not imply an approval, endorsement, or recommendation by DerossiVend. Such third-party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Policy does not apply with respect to any such third-party website.

Your browsing and interaction on a third-party website, including those that have a link in the Services, is subject to that website’s own terms, rules, and policies.

15. LIMITATION OF LIABILITY

IN NO EVENT SHALL DerossiVend, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "DerossiVend PARTIES") BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT DerossiVend HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE DerossiVend PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the DerossiVend Parties shall be limited to the greatest extent permitted under applicable law.

16. DISCLAIMER OF WARRANTIES

16.1. THE DerossiVend PARTIES PROVIDE THEIR RESPECTIVE SERVICES "AS IS" AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE DerossiVend PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE DerossiVend PARTIES ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED HEREUNDER.

16.2. DerossiVend does not have any control over the products or services offered by a Merchant and that are paid for using the Services, and DerossiVend cannot ensure that a Merchant you are dealing with will actually complete the transaction or is authorized to do so. DerossiVend does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. DerossiVend will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but DerossiVend makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

17. INDEMNIFICATION

You agree to defend, indemnify and hold the DerossiVend Parties harmless (including payment of reasonable attorney’s fees) against any claim or demand (including attorneys’ fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by DerossiVend or a Bank pursuant to your instructions, including wage-and-hour law claims; (c) your use of the DerossiVend Services; (d) your obligations to pay fees or fines to DerossiVend; (e) negligence or willful misconduct of your affiliates, employees, contractors, or agents; and (f) all third-party indemnity obligations DerossiVend incurs as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

18. CLOSING YOUR ACCOUNT

You may request the closure of your Account at any time by emailing DerossiVend support at help@derossivend.com. DerossiVend also reserves the right to close your Account at any time with or without notice to you for any reason (including, without limitation, failure to pay Fees or, inactivity, or violation of our Acceptable Use requirements). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to DerossiVend.

You may not close your Account to evade an investigation. Any invoice payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review, per Section 7. All scheduled payouts for which you have not yet been credited at the time of Account closure will be paid out net of all pending fees.

19. DerossiVend'S SUSPENSION AND TERMINATION RIGHTS

DerossiVend, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that DerossiVend reserves the right to terminate the Services at any time. DerossiVend will make reasonable efforts to notify you in advance, but is not obliged to do so.

20.1. Consent to Communications

Because the Services are provided electronically, you agree that DerossiVend may provide important information electronically. DerossiVend will issue the following information and disclosures (collectively, "Communications") electronically via the DerossiVend Services or via electronic mail ("email"):

  • This Agreement, the DerossiVend Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies;
  • Disclosures or notices provided in connection with the Services, including any required by applicable law;
  • Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;
  • Transaction history information, and
  • Any other communications related to the Services or your Account.

Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.

20.2. No Obligation to Provide Paper Communication

Although DerossiVend reserves the right to provide Communications in paper format at any time, you agree that DerossiVend is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.

20.3. Withdrawal of Consent

You can withdraw your consent to receive most Communications from DerossiVend by emailing us at help@derossivend.com or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. DerossiVend also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after DerossiVend has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by DerossiVend in its sole discretion. Withdrawing your consent will not affect the completion of pending payment transactions or the validity of completed payment transactions.

20.4. Hardware and Software Requirements

In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to DerossiVend that you have the means to access, and to print or download, Communications.

21. FEEDBACK

In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the "Feedback"). DerossiVend may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant DerossiVend a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide DerossiVend the Feedback and that the use of the feedback by DerossiVend will not violate, infringe otherwise misappropriate any third party rights.

22. DISPUTE RESOLUTION AND ARBITRATION

22.1. Governing Law and Forum

This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in San Francisco County, California.

22.2. WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE DerossiVend PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE DerossiVend PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST DerossiVend AND/OR RELATED THIRD PARTIES.

In the event of a dispute, claim, or controversy ("Claim") between you and DerossiVend, arising from or relating in any way to this Agreement, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association ("AAA") under the AAA’s Commercial Arbitration Rules. All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis. You and DerossiVend will agree on another arbitration forum if the AAA ceases operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and DerossiVend. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The prohibition against class action contained in this Section 22 shall be non-severable from the remainder of this Section 22.

22.3. Arbitration Terms

If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, adr.org, or 1 Sansome St #1600, San Francisco, CA 94104, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND DerossiVend MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

23. RELEASE OF DerossiVend

If you have a Claim with one or more Recipients or other third parties, you release DerossiVend (and its respective officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Claims.

24. RESPONSIBILITY FOR COMPLIANCE WITH EMPLOYMENT LAW

To the extent that DerossiVend is used by independent contractors for the purposes of invoicing, you expressly acknowledge and agree that you (not DerossiVend) are responsible for compliance with all wage and hour laws, including but not limited to compliance with Cal. Labor Code § 2750.3, and all applicable laws regulating the time, place, and manner of payments for their service. DerossiVend provides a means for transmitting funds. However, you (not DerossiVend ) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services.

25. GENERAL

25.1. Complete Agreement

This Agreement together with any other DerossiVend documents, policies and/or agreements referenced herein sets forth the entire understanding between you and DerossiVend with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 15 (Limitation of Liability), 16 (Disclaimer of Warranties), 22 (Dispute Resolution and Arbitration), 23 (Release of DerossiVend), and 25 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

25.2. Intellectual Property

"DerossiVend", and all logos related to DerossiVend, are either trademarks or registered trademarks of DerossiVend or its licensors. You may not copy, imitate or use them without DerossiVend’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of DerossiVend. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the DerossiVend website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of DerossiVend and its licensors.

25.3. Force Majeure

DerossiVend shall not be liable for any issues or delayed performance caused by circumstances beyond DerossiVend's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

25.4. Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without DerossiVend's prior written consent. DerossiVend reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

25.5. Severability

If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

25.6. No Waiver

If DerossiVend fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

25.7. Contacting DerossiVend

Unless otherwise stated in this Agreement, notices, inquiries, and requests to DerossiVend should be emailed to help@derossivend.com. Please note that email communications sent to DerossiVend for Account-related matters (e.g., late fee payouts, disputes, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.