Checkfront Payment Partners

Last Revised: Nov 29, 2022

Uplift Terms of Use for Checkfront Customers

These Uplift Terms of Use for Checkfront Customers (“Terms”) are a contract between you (“Customer”, “you” and “your”) and Uplift, Inc. (“Uplift”) and governs your use of the Uplift Pay Monthly Services as a Third-Party Payments Processor, as defined in the Checkfront Master Terms of Service. Uplift and Customer may be referred to herein individually as a “party” and collectively as the “parties.” You must read, agree with, and accept all of the terms and conditions contained in these Terms, the Uplift, Inc. Terms of Use (“Uplift Standard Terms”, available at uplift.com/terms) and Uplift’s Privacy Policy (“Uplift Privacy Policy”, available at uplift.com/privacy) to use any of the Uplift Services set forth herein. By continuing to use any such Services, you also agree to remain in compliance with all of the terms and conditions in these Terms, the Uplift Standard Terms and the Uplift Privacy Policy, so please read all of the terms and conditions carefully.

This Agreement, the Uplift Standard Terms, the Uplift Privacy Policy, and any other applicable agreement(s) you have entered into with Uplift (collectively “Uplift Agreements”) shall apply to your use of the Uplift Pay Monthly Services. If any inconsistency exists between the terms of the Uplift Standard Terms and this Agreement, then the terms of this Agreement shall control in connection with your use of the Uplift PayMonthly Services.

A. Uplift Pay Monthly Service
A.1 Service. The Uplift Pay Monthly Service enables Customer’s customers to purchase goods and services from Customer and to finance their transaction with a closed-end loan. The loan proceeds are paid to the Customer, using a virtual payment card. The customer is the purchaser of goods and services from Customer, and Customer is the vendor of goods or services to the customer. Uplift will make the Uplift Pay Monthly service and certain application programming interfaces and related services and technology (together, “Uplift Pay Monthly Service”) available to you through Checkfront in accordance with these Terms and the specifications regarding the implementation and operation of the Uplift Pay Monthly Service (“Documentation”). The Uplift Pay Monthly Service is only available under these Terms to customers residing in the United States or Canada.
A.2 Fees. The Customer does not pay fees to Uplift for use of the Uplift Pay Monthly Service.
A.3 Other Agreements. You acknowledge and agree that Uplift may enter into separate agreements with customers of Customer (“Uplift Customer Agreement(s)”) and Customer may enter into separate agreements with its customers (“Customer Customer Agreement(s)”). Uplift is not a party under any Customer Customer Agreement and Customer is not a party under any Uplift Customer Agreement. When a customer finances purchases using the Uplift Pay Monthly Service, Uplift assumes all responsibility for loan underwriting and management. Except as set forth in Sections A.5 and A.8, you are not responsible for repaying Uplift loans when customers default.
A.4 Messaging. Any marketing or up-funnel messaging relating to the Uplift Pay Monthly Service must be approved by Uplift and/or its bank partner(s). Either party may include the other’s name or logo in customer or vendor lists in accordance with the other’s standard guidelines. Uplift may refer to Customer’s intended use of the Uplift Pay Monthly Service in its marketing materials and on its websites as well as in discussions with Uplift customers, prospective customers, and industry and financial analysts.
A.5 Fraud. In the event Uplift or you detect fraud associated with a consumer transaction using Uplift Pay Monthly within ninety-six (96) hours of such transaction, you agree to cancel the transaction or booking and return to Uplift the full amount of the virtual card payment to Customer.
A.6 Refunds. If you refund a customer transaction made with the Uplift Pay Monthly Service, you agree to remit the refund to the virtual card used in the original transaction. Uplift will credit the customer’s account, and return any additional funds to the customer.
A.7 Payment Processing. You hereby appoint Uplift as its payment collection agent solely for the purpose of accepting down payments from its customers on behalf of Customer. Customer agrees that a downpayment made by a customer to Uplift for goods or services shall be considered the same as a payment made directly to Customer, and Customer will provide the purchased goods or services to the customer in the agreed-upon manner as if Customer had received the payment directly from the customer. Customer understands that Uplift’s obligation to transmit such a downpayment to Customer is subject to and conditional upon successful receipt of the associated payment from a customer. In accepting appointment as the limited payment collection agent of Customer, Uplift assumes no liability for any acts or omissions of the Customer.
A.8 Disputed Transactions. If a customer raises a bona fide dispute that would justify nonpayment for the goods or services purchases, you agree to make a refund as set forth in Section A.6.

B. Updates and Termination of these Terms.
B.1 Updates. Uplift may amend or otherwise revise these Terms, the Uplift Standard Terms, the Uplift Privacy Policy, and any applicable policies from time to time. The revised version will be effective at the time Uplift posts it unless otherwise noted. By continuing to use Uplift Services after any changes to these Terms, you agree to abide and be bound by those changes. If you do not agree with any changes to these Terms, you may, as applicable, terminate your use of the Services before such changes become effective and/or close your account.
B.2 Termination. Uplift may terminate your use of the Uplift Pay Monthly Service: (i) upon five (5) days written notice of material breach, if the breach remains uncured at the end of such period; (ii) immediately upon written notice if a party determines with advice from legal counsel that it shall so terminate to remain in compliance with any applicable law or avoid potential legal liability; (iii) immediately if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; or (iv) as necessary in Uplift’s discretion to protection consumers.
B.3 Survival. The parties’ rights and obligations under Section A.5, Section A.6, Section A.8, Section C, Section D, and Section E shall survive termination of this Agreement.

C. Data Use and Security
Uplift requires certain personal information of customers to process loan applications and service loans under the Uplift Pay Monthly Service, potentially including an applicant’s name, home address, email address, mobile number, date of birth, annual household income, purchase information, and, upon finalization of a loan, credit or debit card information (name on card, card number, expiration date, CCV, billing zip code or postal code) and Social Security Number (such data, collectively, “Customer Information”). You agree that Uplift has independent ownership rights to store and use Customer Information without regard to whether the loan process is completed or not completed or how Customer Information was collected. Uplift’s rights shall not affect your independent rights to any Customer Information.

D. Limitation of Liability
D.1 IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED FIFTY THOUSAND DOLLARS ($50,000).
D.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOST PROFITS AND LOST SAVINGS) ARISING OUT OF THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES, AND NOTWITHSTANDING THE FAILURE OR ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IN THE EVENT OF PERSONAL INJURY OR DEATH.
D.3 UPLIFT HAS NO LIABILITY UNDER ANY CUSTOMER CUSTOMER AGREEMENTS AND CUSTOMER HAS NO LIABILITY UNDER ANY UPLIFT CUSTOMER AGREEMENTS.

E. Other Provisions
E.1 Relationship. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by these Terms or Customer’s use of the Uplift Pay Monthly Service, except as expressly set forth in Section A.7.
E.2 Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
E.3 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
E.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, which will not to be unreasonably withheld. Notwithstanding the foregoing, (i) either party may assign its rights and obligations under these Terms in their entirety, upon written notice to the other party, to an Affiliate or, to its successor in interest resulting from a merger, amalgamation, reorganization, or sale of all or substantially all assets or equity not involving a competitor of the other party and (ii) parties may use subcontractors in the ordinary course of business. Any attempted assignment in breach of this Section shall be void. These Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
E.5 No Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
E.6 Compliance with Laws. Customer will comply with all applicable laws, rulings and regulations in connection with the Uplift Pay Monthly Service and these Terms.
E.7 Governing Law and Forum. These Terms shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of law rules. Any dispute arising hereunder shall be brought exclusively in the courts located in Santa Clara County. Uplift and Customer will only refer any dispute to the court after having done their utmost to resolve the dispute in mutual consultation. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the parties hereto.