Updated: January 26, 2026

 

These Curve Pay Terms of Service (as amended or otherwise modified from time to time, the “Curve Pay Terms”) govern access to and use of Curve Pay (as defined below) by Curve Clients. These Curve Pay Terms are in addition to the general Curve Application Terms of Service (“Terms of Service”) and Privacy Policy (the “Privacy Policy”) (as each may be amended or otherwise modified from time to time), which govern all Curve Services (as defined below). Collectively, these Curve Pay Terms, the Terms of Service, and the Privacy Policy, and all incorporated documents, are referred to herein as the “Curve Terms”. “Curve”, “our”, “we” and “us” refer to CD Newco, LLC. “Curve Client”, “Client”, “You” and “Your” refer to the dental practice that is a Client of Curve (whether owned and operated by an individual or an entity), offering products and/or services using the technology platform offered by Curve (the “Curve Platform”), and/or any other services, applications and features offered or enabled by or through Curve with respect thereto, except where Curve explicitly states otherwise (all services offered by Curve, collectively, “Curve Services” or “Services”). These Curve Pay Terms (as amended from time to time) are effective as of the date Client connects to Curve Pay and replace any previous versions of the Curve Pay Terms.

 

PLEASE READ THE ENTIRETY OF THESE CURVE PAY TERMS CAREFULLY.

 

By connecting to Curve Pay, Client acknowledges and agrees that the person executing the Agreement on behalf of Client has read and agrees that Client will be bound by these Curve Pay Terms, the Terms of Service (and all incorporated documents), the Processor Terms (as defined and detailed below), and all applicable laws, rules and regulations, including the Operating Regulations (as defined in Section 4.3 below). Client further acknowledges that it has read Curve’s Privacy Policy. If Client does not wish to comply with any of the Curve Terms, it should not access or use Curve Pay. Curve may amend or otherwise modify all or a portion of the Curve Terms from time to time. The revised Curve Terms will be available on the Curve website. If Curve makes any material modifications to the Curve Terms, it will update the “Updated” date above and provide notice of such material modifications on Curve Pay to Client. You are responsible for periodically reviewing the Curve Terms as posted on the Curve website. Amendments and modifications to the Curve Terms will be deemed effective within five (5) days after being posted online, unless otherwise noted. Client’s continued use of Curve Pay following such effective date constitutes its acceptance of the modified terms (except to the extent that other notice or consent is required by applicable law). If Client does not agree with the modified terms, Client should discontinue any access to or use of Curve Pay immediately.

 

1. GENERAL; PRIORITY OF TERMS

1.1 General

 

Curve Pay enables Clients located in the United States to receive payments from their patients (herein, a “Patient”) for dental services provided by Client (each, a “Transaction”) via the use of the POS Products (as defined below). A “Transaction” is a Payment Method transaction request initiated via Curve Pay through which Processor (as defined below) is directed to capture funds for or from Client’s associated account with respect to a payment from a patient, and includes the authorization, settlement, and if applicable, Disputes, Refunds, and Reversals with respect to that Payment Method transaction request.

 

Curve Pay enables Client to accept payments from its Patients through processing services provided by Stripe Inc. and its affiliates (“Stripe”), which acts as the processor (the “Processor”).

 

To use these services, you must accept the Processor Terms (defined below).

 

1.2 Curve allows the enablement and integration of Processing Services (as defined below) to Client’s account, and other related services enabling Client to accept payments from its Patients, as further described in these Curve Pay Terms.  Client hereby fully authorizes Curve to enable the Processing Services, submit Transactions, debit its Client Account (as defined below) and request changes to the setup of these services on Client’s behalf.

 

1.3 The Processing Services include the acceptance and processing of Transactions, settlement of funds and other services provided by the Processor (the “Processing Services”).  The Processing Services, together with the activities and services provided by Curve, constitute “Curve Pay”.

 

1.4 The Processing Services are provided by Stripe.  In order to use Curve Pay, Client, in addition to satisfying the other requirements detailed herein, hereby consents to and agrees to the terms of the Stripe Connected Account Agreement), which includes the Stripe Services Agreement) (such agreements, collectively, the “Processor Terms,” which Processor may modify from time to time).  Once Client has entered into the Processor Terms, Curve is the “Stripe Connect Platform” and Client is the “Connected Account” as defined and described in the Processor Terms.  Curve is not a party to the Processor Terms and is not liable to Client with respect thereto.  Curve, in its sole discretion, may allocate different Processors to certain Transactions or Transaction types.  Curve may also, subject to applicable law, replace the Processor.  In such an event, Client will receive notice of the new Processor’s identity and required terms, and thereafter such terms of the other Processor shall apply.

 

1.5 POS Products Subject to territorial restrictions, Curve’s Point of Sale (POS) terminal and related products (to the extent purchased) (“POS Products”) may be available to Client for purchase from Curve, and allow Client to accept both manual entry and card-present transactions.  The use of POS Products is subject to these Curve Pay Terms.

 

1.6 Payment Networks

Curve Pay allows Client to accept payment from its Patients using credit and debit cards issued under the networks of Visa, Mastercard, American Express and Discover (“Payment Networks”) and other payment methods (such as ACH, Apple Pay and Google Pay).  With respect to American Express only, if Client processes Transactions (a) aggregating greater than $1M in charge volume in a rolling 12-month period or (b) aggregating greater than $1M in charge volume in any three consecutive months, American Express may require that Client be converted into a direct account with American Express.

 

1.7 Apple Pay

Subject to territorial restrictions, Client may accept payments with Apple Pay.  By using Apple Pay, Client accepts and agrees to the Apple Pay Platform Web Merchant Terms and Conditions.

 

1.8 Google Pay

 

By activating and using Google Pay, Client’s customers may purchase goods and services using Google Pay.  By using Google Pay, Client accepts and agrees to be bound by the Google Pay API Terms of Service, Google Payment APIs Acceptable Use Policy, and Google Privacy Notice (“Google Pay Terms”) as they may be amended by Google (or its affiliates) from time to time.  Client’s continued use of Google Pay after the amended Google Pay Terms are posted constitutes Client’s agreement to, and acceptance of, the amended Google Pay Terms.  If Client does not agree to any changes to the Google Pay Terms, Client must deactivate its Google Pay account and must not continue using Google Pay.

 

1.9 Buy Now, Pay Later and Additional Payment Products

 

Subject to applicable territorial restrictions and other eligibility criteria as determined by us or the Processor, Client may be given the ability by Curve to make available "Buy Now, Pay Later" (“BNPL”) services and other financial products provided by third parties ("Additional Payment Products").  By using these Additional Payment Products, Client agrees to comply with the specific terms and conditions applicable to each product, which are provided in Stripe Buy Now Pay Later Terms and are incorporated herein by reference.  Curve reserves the right to modify, replace, or discontinue any Additional Payment Products at any time, with or without notice.  Client’s continued use of any Additional Payment Products following such modifications constitutes Client’s acceptance of the revised terms.  It is Client’s responsibility to ensure compliance with all applicable laws and regulations when using these Additional Payment Products.

 

1.10 Audit

 

If Curve or the Processor suspects a security breach, personal data breach, or other data compromise has occurred, Curve may require that Client engage a third-party auditor, approved by Curve, to perform a security audit of Client’s systems and facilities.  The auditor will produce a report, which must be provided to Curve and, at Curve's discretion, be shared with the Processor, the Payment Networks and law enforcement.  All costs and expenses associated with such an audit will be borne by Client.  Client may also be subject to an audit by one of the Payment Networks or the Additional Payment Product vendors.  Client shall allow auditors to perform audits defined by those vendors.

 

1.11 Security Procedures

 

Curve uses reasonable procedures to protect stored personal information from unauthorized access.  However, we cannot guarantee these measures will always prevent unauthorized access.

 

1.12 Priority of Terms & Regulations

 

In the event of any contradiction or inconsistency between these Curve Pay Terms, the Terms of Service and the Privacy Policy, these Curve Pay Terms shall prevail.  In the event of a discrepancy or contradiction between these Curve Pay Terms and the Processor Terms, these Curve Pay Terms shall prevail (except in the event the inconsistency relates to payment processing or the processor account).  In the event of any inconsistency between any provision of any terms and the Operating Regulations, the Operating Regulations shall prevail.

 

2. REGISTRATION, CLIENT ACCOUNT & CLIENT INFORMATION

2.1 Registration

 

To use Curve Pay, Client must register and provide certain information (“Registration”).  The information Client is required to provide as part of the Registration may include personal information (such as the name, birthdate and other identifying information of its owners or certain employees), physical address, phone number, tax identification details, email address, bank account details, payment card (credit or debit) information, other identification information about Client’s business, its principals, beneficial owners, shareholders and Representative (as defined below), trade names under which it does business (DBA) and other information as requested by Curve (“Client Information”).  Curve may further require that Client provide documentation supporting its Client Information and/or documentation regarding its business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents.  By registering, Client hereby authorizes Curve to share such Client Information with the Processor.  You further authorize Curve to take any action together with the Processor in order for Client to use the Processor’s services, in accordance with and subject to the Curve Terms and the Processor Terms.  Client agrees that its method of payment on file with Curve may be used in connection with any amounts Client may owe to Curve from time to time.  Failure to provide a valid method of payment on file with Curve may result in suspension or termination of Curve Pay.

 

2.2 Verification & Underwriting

 

After obtaining the required Client Information and documentation (if required), such Client Information and documentation, together with other information about Client will be used to verify and assess Client’s eligibility to use Curve Pay.  Curve will notify Client of its account status and will, on Client’s behalf, instruct the Processor to establish a Curve Pay ledger account for Client to be used to account for and facilitate settlement of amounts as part of Client’s use of Curve Pay (a “Client Account”).  Notwithstanding the above, Curve or the Processor may, at any time and in their respective exclusive discretion, reject the attempted Registration of Client to use Curve Pay, or suspend or discontinue any Client’s use of Curve Pay, for any reason, according to Curve’s internal rules, risk considerations, any relevant policies, procedures or instructions.  Curve may further limit Client’s use of Curve Pay (including based on the amounts processed) and the Client Account, and require further information and documentation in order to allow the use, or continued use, of Curve Pay or the payout of any Settlement Amounts (as defined hereunder), all in accordance with Curve’s internal rules, its risk considerations, any of the policies, procedures or relevant instructions, and/or under any of the terms applicable to Client.

 

2.3 Account Transfer

 

Unless otherwise confirmed to Client in writing, Client’s Curve Pay account is non-transferable, and any change to Client Information shall require prior approval by the Processor before becoming effective.

CLIENT IS HEREBY ADVISED NOT TO DELIVER GOODS OR PROVIDE SERVICES THAT IT WISHES TO CHARGE FOR USING CURVE PAY PRIOR TO THE VERIFICATION OF THE CLIENT ACCOUNT.  CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT CURVE OR THE PROCESSOR DECIDE TO REJECT CLIENT’S REGISTRATION, OR TERMINATE THE CLIENT ACCOUNT AND TERMINATE CLIENT’S USE OF CURVE PAY, ANY FUNDS ALREADY DEPOSITED TO CLIENT’S REJECTED CLIENT ACCOUNT SHALL NOT BE PAID TO CLIENT, BUT SUCH FUNDS SHALL BE HELD BY THE PROCESSOR (AND TREATED ACCORDING TO ITS PROCEDURES) AND/OR REFUNDED TO THE RESPECTIVE PATIENTS.  CLIENT HEREBY ASSUMES ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE CLIENT MAY INCUR DUE TO THE REJECTION OF ITS REGISTRATION, AND RELEASES CURVE AND ANY THIRD PARTY FROM ANY SUCH LIABILITY.

 

2.4 Registration Information

 

All Client Information and documentation Client provides in connection with Curve Pay as part of the Registration process or any subsequent inquiry or request, must be complete, up to date and accurate in all respects.

 

Client is solely and fully liable for the accuracy, consistency and completeness of the Client Information and all other information provided by Client (including by any authorized representative, in the case of a Client that is an entity) in connection with Curve Pay, including to Curve or the Processor as part of the Registration process or any subsequent inquiry or request.  Client is further responsible for updating Curve to ensure such information remains true, complete, accurate and valid at any time.  Client is responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out of date, inaccurate, incomplete or partial information.  Curve may request, at any time, in its sole and exclusive discretion, and Client is obligated to provide, copies of documents that support any information provided by Client (including by any authorized representative, in the case of a Client that is an entity) or otherwise required by Curve or the Processor, such as business invoices, financial statements or government-issued identification documents, as Curve or the Processor may deem necessary in order to allow Client to access or use, or to provide Client with any aspect of Curve Pay, including with respect to acceptance or the payout of funds to the Client Account.  Curve may also require Client to provide additional information or documentation in order to ensure Client’s compliance with these Curve Pay Terms, the Processor Terms, Operating Regulations, applicable laws and regulations and any terms applicable to the Client Account, in which case Client must promptly provide such required information or documentation.

Note:  If Client’s Registration process is not completed within the required period of time, if Client does not provide Curve with requested information or documentation, or if Curve or the Processor are not able to verify Client’s information or documentation within the required time limits as presented by Curve (and which may be changed from time to time), Client’s ability to accept payments from its Patients utilizing Curve Pay may be suspended and/or blocked, these Curve Pay Terms may be terminated, and Client’s Transaction amounts made prior to such time may be returned to Client’s Patients.  Curve may send Client a notice prior to such actions.  However, regardless of whether such notice is provided, Client is responsible for its compliance with these requirements.

 

2.5 Collection & Provision of Information

 

The collection, use and storage of Client Information is subject to the provisions of Curve’s Privacy Policy.  Client acknowledges and agrees that Curve collects data about Client directly from Client or from other legitimate sources, and Client acknowledges, authorizes and directs Curve to share information provided by Client, including personal information, and provide instructions on Client’s behalf, as may be received from Client from time to time, or as otherwise provided herein or required under applicable law, to the Processors and third parties (such as Processor’s banks, other payment method providers with which Client wishes to accept payments, and the Payment Networks) in connection with the operation or management of Curve Pay.  Those legitimate sources and third parties may include entities that assist Curve with its analysis of Client.  Client further authorizes Curve to review any information related to Client’s Transactions made through the Curve Platform with any other payment provider and/or third party.  Following the share of information, all shared data shall be subject to the applicable Processors' or other third parties’ privacy policies and terms and conditions.  Curve shall bear no liability for any action, or lack of action, by the Processors or applicable third parties in respect to any data shared pursuant to Client’s direction and instructions.

 

2.6 Sharing Information with Third Parties

 

Curve and the Processor may, as applicable, provide to each other, to another Processor, to competent authorities, to applicable banks, to the Payment Networks and other payment methods providers (such as entities that facilitate ACH payments, Apple Pay, and Google Pay), information related to Transactions conducted through the use of Curve Pay, information regarding the Client Account, the Client Information or any other information and documentation provided during Client’s Registration or otherwise, and any other information held by Curve or the Processor.  In addition to the foregoing, Curve may share Client’s information with third parties according to the provisions of Curve’s Privacy Policy.

 

3. CLIENT BANK ACCOUNT

3.1 Client’s Bank Account

 

As part of the Registration process and in order to receive payouts from Processor, Client must provide details of an active bank account under Client’s control and ownership and under Client’s business name (or in the case where Client is the beneficial owner of multiple businesses, each business name), that shall be the account to which all Transaction amounts shall be settled (the “Client Bank Account”) less any fees or other offsetting amounts, as set forth in these Curve Pay Terms.  The Client Bank Account may be subject to the Processor’s approval.  THE CLIENT BANK ACCOUNT MUST BE A CHECKING ACCOUNT, not a savings account.  Client represents and warrants that the Client Bank Account is registered under Client’s name as described herein.  Client is solely responsible for the accuracy of the Client Bank Account details that Client provides to Curve.  Provision of inaccurate banking information may delay payments to Client.  Once approved by the Processor, the Client Bank Account will be used for Client’s payouts and settlement of payments.  If Curve and Processor are not able to offset any fees, chargebacks, Refunds (as defined below), fines or penalties, or other amounts due, against funds pending settlement as reflected in the Client Account, Client authorizes Curve or Processor, as the case may be, to initiate a debit or charge to the Client Bank Account to cover any such amounts due and outstanding.  Client shall retain a sufficient balance to cover its obligations in this paragraph as long as it is using Curve Pay and thereafter until all of Client's obligations to Curve or Processor have been paid in full.  Client will not modify or change the Client Bank Account except as expressly allowed and in accordance with these Curve Pay Terms, and Client will not, directly or indirectly, block, prevent or otherwise preclude Curve from debiting the Client Bank Account.  Client agrees that Curve shall not be liable for any loss, costs, or fees incurred by Client for any debits to the Client Bank Account.

 

3.2 Changes to Client Bank Account

 

If Client notifies Curve that it wishes to make changes to the Client Bank Account on file, that change may be subject to the Processor’s approval, and may not be effective in connection with Transactions conducted prior to the processing of such a change.  Unless Curve agrees in writing, changing the Client Bank Account does not revoke Curve’s authorization to debit any previous Client Bank Account for amounts Client owes under these Curve Pay Terms.

 

3.3 Active Bank Account

 

Client must ensure that the Client Bank Account remains active, in good standing and fully capable of being used in connection with Curve Pay, for as long as the Transactions conducted by Client are subject to cancellation or reversal (and as otherwise specified or required by the Payment Network(s) and/or Processor).  Client may close the Client Bank Account only after satisfying Client’s obligations under these Curve Pay Terms, including those referenced in Section 8.2.  If Client closes or makes changes to the Client Bank Account, Client shall immediately provide Curve and Processor with such information as either party may request to establish the new account as the Client Bank Account referred to herein.

 

 4. CLIENT OBLIGATIONS, REPRESENTATIONS, & WARRANTIES

4.1 Client Obligations

 

In addition to all other obligations under the Curve Terms and Processor Terms, Client will at all times:

 

(i) fully comply with all provisions and requirements of the Curve Terms and the Processor Terms;

(ii) publish Client’s refund and cancellation policies to its Patients in terms that are designed to be clear to the reader;

(iii) provide true, complete, accurate and valid information as requested by Curve in connection with Curve Pay, including with respect to Registration, and provide updates to Curve to ensure such information (including all Client Information) remains true, current, complete, accurate and valid;

(iv) without derogating from Section 4.1(ii) above, promptly notify Curve in writing no more than three (3) days after any of the following occur: (A) Client becomes the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; (B) there is a materially adverse change in Client’s financial condition; (C) there is a planned or anticipated liquidation or substantial change in the basic nature of Client’s business; (D) Client transfers or sells 25% or more of its total assets, or there is any change in the control or ownership of Client’s business or parent entity; or (E) Client receives a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of Client’s total assets;

(v) comply with all applicable laws, rules and requirements, including but not limited to those defined by Curve, the Processors, the Payment Networks, anti-money laundering laws, U.S. Export Administration Regulations (15 C.F.R., Chapter VII), the sanctions programs of the U.S. Office of Foreign Assets Control ("OFAC"), and any other competent authority; 

(vi) not offer or sell any products, or provide any information, content or material that is prohibited by law, fraudulent, deceptive, exploitative, or harmful, seen as high risk by any of the Payment Networks, or is otherwise prohibited under these Curve Pay Terms, Curve’s policies and/or the Processor Terms including, but not limited to, any illegal products or services, such as the sale of illegal drugs or certain businesses that promote violent behavior, marijuana products, pseudo-pharmaceuticals or nutraceuticals that are not safe or make harmful claims, adult content or services, debt relief, certain financial products and services, gambling, government services, identity theft protection services, products and services that infringe on intellectual property rights, certain legal services and any other restricted product described at this following link: https://stripe.com/legal/restricted-businesses; and

(vii) promptly, and in any event within no later than seven (7) days or as otherwise requested by Curve, provide Curve with any information and documents that may be required in relation to the full performance of the obligations under these Curve Pay Terms and the Processor Terms, including with respect to any audit by Curve, the Processor or a Payment Network, to enable the verification of Client’s compliance.

 

4.2 Client Representations and Warranties

 

Client hereby represents and warrants that: (a) Client holds appropriate licenses and consents, and is authorized to conduct business, in the jurisdictions in which it operates; (b) Client’s business is located in the United States; (c) Client will use Curve Pay only for Client’s business and not for the benefit of any third party; (d) Client will use Curve Pay for commercial purposes only, and not for any personal, family, or household purposes; (e) the person agreeing to these Curve Pay Terms is an authorized representative of Client with the full power and authority to agree to these Curve Pay Terms on behalf of Client, and to bind it to these Curve Pay Terms and other Curve Terms (“Representative”); (f) all the Client Information provided, including with respect to Client, its beneficial owners and principals, is complete and accurate; and (g) Client will not use Curve Pay for any fraudulent or illegal purposes or in breach of these Curve Pay Terms including those set forth in Section 4.1(vi).  These representations and warranties shall remain true, valid and effective throughout Client’s use of Curve Pay.  Client agrees to update Curve immediately upon any change to the accuracy of the above representations and warranties.

 

4.3 Compliance with Payment Networks Rules 

 

Client must comply with the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any card association, Payment Networks, or other payment methods enabled through Curve Pay, such as ACH (as governed by the Nacha Operating Rules), Apple Pay and, Google Pay, used to process any Transaction, or applicable to any payment method used to make any Transaction through Curve Pay, as any or all of the foregoing may be amended and in effect from time to time (collectively, the “Operating Regulations”).  Depending on the payment methods that Client accepts in connection with the Curve Pay services, Client may be subject to different Operating Regulations.  The Operating Regulations are publicly available for Client to review and may change from time to time. Curve may be required to update these Terms to reflect changes to the Operating Regulations.  Among other things, the Operating Regulations generally require that Client submits only bona fide Transactions.  In addition to the foregoing, (i) Client shall act in accordance with the Operating Regulations and Curve’s instructions with respect to use of the Payment Networks marks on Client’s website; (ii) Client acknowledges that each Payment Network is the sole and exclusive owner of its marks, and Client agrees not to contest the ownership of those marks for any reason; and (iii) Client acknowledges that each Payment Network has the right to enforce any provision of its rules and to prohibit Client or Curve from engaging in any conduct that Payment Network deems could injure or create a risk of injury to it, including injury to its reputation, or that could adversely affect the integrity of the interchange system, the Payment Network’s confidential information, or both.  It is Client’s responsibility to read and be aware of the Payment Network’s rules.

 

5.  RESPONSIBILITIES & OBLIGATIONS WITH RESPECT TO CLIENT ACTIVITY, TAXES, ADD OF FUNDS, TRANSACTIONS, PRODUCTS & PATIENTS; ENFORCEMENT 

5.1 Responsibility for Patients & Transactions

 

Client agrees that it is the merchant of record and assumes all merchant responsibilities, including those under the Operating Regulations with respect to each Transaction.  Client shall be solely responsible and liable for any and all Transactions between Client and its Patients, and for all liabilities arising from the offering by Client of dental services, including, but not limited to, all applicable legal and regulatory obligations (e.g., required licenses).  Client shall have sole, exclusive and full responsibility in regard to the relationship with its Patients.  Client shall provide its Patients with proper ways to contact Client and have the sole responsibility of handling Patient complaints, resolving any Patient support issues (including with respect to issues arising from the processing of payments received from such Patients), and shall indemnify Curve against any responsibilities with respect to Client’s Patients or its dental services.  It is Client’s responsibility to ensure the correctness and legitimacy of its Transactions, and to research and contact its Patients prior to completing any suspicious Transactions.

 

5.2 Responsibility for Client’s Services

 

Client has the sole, exclusive and full responsibility for all services it performs.  Client agrees to ensure the compliance of its services with applicable laws and Operating Regulations, including proper and accurate disclosure and description of those services, Transactions, prices, amounts charged and currencies.  Client specifically agrees to (a) provide its Patients with disclosures as required by applicable law, and to not engage in unfair, deceptive or abusive acts or practices (UDAAP); (b) comply with applicable laws and Operating Regulations with respect to its Transactions and recurring Transactions, including (i) implementing necessary disclosures and obtaining Patient consent prior to the recurring Transaction, as well as providing disclosure and method for canceling the recurring Transactions, (ii) not imposing any fee or surcharge on a Patient, if prohibited by applicable laws or the Operating Regulations in connection with the acceptance of a payment and (iii) not exceeding any chargeback thresholds; (c) submit Transactions only for bona fide sales by Client that arise from the sale of Client’s services, and that accurately describe Client’s services delivered to the Patient; (d) deliver quality services to its Patients; (e) provide a proper and accurate receipt describing the Transactions to the Patients that includes all information required under the Payment Network rules and applicable law; and (f) comply with the Payment Card Industry Data Security Standard ("PCI DSS"), the Payment Application Data Security Standard ("PA DSS"), and any successor standards or requirements, as applicable.  Curve disclaims all responsibility or liability in connection with any of the foregoing.

 

Client also agrees not to: (i) allow any third party to access its Client Account, except as allowed in the Curve Terms, or to conduct Transactions; (ii) create derivative works from the Client Account; (iii) copy, frame, or mirror any part of the content of the Curve Pay Services, except for internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to reveal the source code or trade secrets of any of the Curve Pay Services; or (v) access the Curve Pay Services for the purpose of developing a competing product or service.

 

5.3 Taxes

 

Client is responsible for determining what, if any, taxes apply to the sale of the goods and services provided by Client and/or the payments received in connection with Client’s services ("Taxes").  It is solely Client’s responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in Patient jurisdictions, Client’s jurisdiction or elsewhere.  Curve is not obligated to, nor will it, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction.  Notwithstanding the foregoing, Client agrees that Curve may complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Curve deems such reporting required.  Client hereby agrees to indemnify and hold Curve harmless from and against any and all liability related to Taxes and filings made by Curve in respect thereof.

 

Client agrees to receive federal and state tax statements, including Forms 1099, in an electronic format and agrees and acknowledges that paper tax statements will not be provided unless Client withdraws its consent, as described below.  The electronic tax statements covered include all applicable tax forms.

 

The consent for electronic delivery of tax statements will remain effective until actively withdrawn by Client.  Once a statement is available, Curve will notify Client, either through Client’s account or via email to the email address Client has on file with Curve, and provide instructions for access and download (no additional software or hardware is required except a web browser on a device that can use the internet).  The statements will remain available for accessing and downloading until October 15 of the year following the year in which the payment was made (or the first business day thereafter), as required by the Internal Revenue Services (IRS).  To withdraw consent for e-delivery, Client must send an email to Curve prior to the posting or delivery of the electronic version.  The withdrawal will take effect the following business day from the day Curve sends you an email confirming the receipt of the withdrawal notice.

 

For any additional questions or to change its contact information, Client can contact Curve Customer Service.

 

5.4 Data Security

 

(i) Client is responsible for the security of data in Client’s possession or control.

(ii) Client will comply at all times with all applicable laws and rules in connection with the collection, security, and dissemination of any personal, financial, card, or Transaction information, including of Client’s Patients (collectively, “Transaction Data") and will restrict access to such Transaction Data by creating and following appropriate physical, technical and administrative controls and policies.  Client shall store such Transaction Data in a controlled environment.

(iii) As part of Client’s compliance responsibilities, Client shall only use PCI-DSS compliant service providers in connection with the storage or transmission of the Client’s Patient’s card information, and must not store CVV2 data at any time.  Upon request, Client shall provide Curve with relevant documentation evidencing compliance with PCI-DSS and/or PA-DSS.

(iv) Client agrees to destroy all Transaction Data when it is no longer needed for business or legal purposes, in such a way that the Transaction Data cannot be reconstructed by any means.

 

5.5 Responsibility for Charges, Fines & Losses

 

As between Client and Curve, Client is responsible and liable for all charges, including fees, chargebacks, Refunds, fines or penalties arising in connection with Client’s use of Curve Pay, including any negative balance reflected in its Client Account.  Curve may collect such funds by instructing the Processor to deduct or set-off such funds from payment processing proceeds pending settlement as reflected in the Client Account or any other account Client has with Curve, in accordance with Section 8.2 below.

 

Client further agrees that (a) Client shall be solely liable for any losses incurred by Curve or the Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of Curve Pay, including any use made in breach of these Curve Pay Terms by any of Client’s Patients, Client, or any of Client’s employees, agents, representatives or contractors, and (b) Curve shall have no liability or obligation whatsoever in connection with any act or omission not performed or controlled by Curve.  Curve shall not be liable for any act, failure to act or omission of the Processor, any bank or the Payment Networks.  Without derogating from any other right, Curve may collect such losses described in this Section 5.5 in accordance with Section 8.2.

 

5.6 Funds Owed to Curve or Processor by Client

 

To cover any negative balance that Client accumulates or to make a required Refund, Curve or the Processor will either delay settlement of payment processing proceeds to Client until Client has accumulated sufficient payment processing proceeds (as reflected in the Client Account) to cover the negative balance or Client’s payment method with Curve will be debited in an amount not to exceed the amount of the negative balance or anticipated Refund(s).  Any amounts charged that are not necessary to cover the negative balance (e.g., because additional payment processing proceeds can be used as an offset) will be refunded to or otherwise delivered to Client.  Client hereby agrees to provide Curve with any documentation, including bank details, card information, and identification documents required in order to process and ensure the legality of any Transaction. 

 

5.7 Enforcement

 

Without limiting any other right Curve may have under these Curve Pay Terms or under laws or regulations, in the event of (i) suspected or actual fraud; (ii) Client’s breach or suspected breach of any of the terms or of Client’s warranties, representations or obligations under these Curve Pay Terms, the Curve Terms, Processor Terms, Operating Regulations or applicable law; or (iii) due to Curve’s risk considerations with respect to Client’s Curve Pay account, Curve shall have the right, either directly or by providing instructions to the Processor and with no liability to Client, to (i) suspend or cancel any Transaction; (ii) block or suspend Client’s use of Curve Pay; (iii) instruct the Processor to withhold any amounts that may be otherwise payable to Client; (iv) instruct the Processor to return any amount to Client’s Patients; or (v) share any information related to any such activity with any relevant Processor, financial institution, regulatory authority, or law enforcement agency, consistent with Curve’s legal obligations.  This may include information about Client, Client’s Curve Pay Account, Client’s Patients and Transactions made through Client’s use of the Curve Pay Services.

 

6. PROCESSING, SERVICE FEE & SETTLEMENT 

6.1 Processing

 

To enable Curve Pay to process Transactions for Client, Client authorizes Curve to direct the Processor, its banks and other payment method providers that Client uses to receive and settle any payment processing proceeds owed to Client through Curve Pay.  Client may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into the Client Bank Account.

 

6.2 Service Fees

 

Client’s use of Curve Pay is subject to Client’s payment of the fees and charges as set forth in the contract Client agreed to for its subscription to Curve Pay (the “Service Fees”), which may be amended or otherwise modified from time to time in accordance with Section 11 below, all Service Fees are non-refundable.  The Service Fees shall be offset from amounts pending settlement as reflected in the Client Account or otherwise in accordance with Section 8.2 below.

 

6.3 Settlement Amount

 

All Transaction amounts less applicable Service Fees shall be allocated to the Client Account and held by the Processor and its banking partners in pooled accounts.  Client shall not be entitled to any interest in such amounts or to any right to withdraw them.  Subject to the other provisions herein, any positive ledger balance in the Client Account shall be reduced by all Cancellation Costs (as defined below) and any other amount owed by Client to Curve or the Processor, including for processing fees, chargebacks and chargeback fees, credits, returns, refunds, fines or assessments imposed by Payment Networks, charges associated with compliance cases, insufficient fund fees, penalties, loss allocations or otherwise deducted pursuant to these Curve Pay Terms.  The net amount (the “Settlement Amount”) shall be transferred to the Client Bank Account by the Processor upon such amounts becoming available for settlement, and in accordance with the settlement schedule published on the Payment Dashboard (as defined below).  If the settlement date is a holiday or a day on which the relevant banks are not operating, the settlement shall be made on the next subsequent business day on which they are open for business.  Settlement Amounts will be paid to Client only if its Client Account is active and in full compliance with these Curve Pay Terms and the Processor Terms.  Client assumes all responsibility and shall have no claims towards Curve in the event of any losses and damages that Client or any third party may incur due to any non-settlement or erroneous settlement of the Settlement Amount, due to Client’s incompliance with the above terms or for providing incorrect Bank Account information.  If Client leaves any payment processing funds pending settlement dormant as reflected in its Client Account and Client does not give Curve instructions where to send them, Curve and Processor will act according to any applicable instructions or applicable laws or regulations with respect to abandoned property.

 

6.4 Withholding & Change of Settlement Schedule

 

Curve reserves the right to instruct Processor to enforce a holding period prior to the settlement of the Settlement Amounts, change the settlement schedule at any time, including due to the following reasons: (i) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by Curve or the Processor in its respective sole discretion; (ii) in the event that Curve suspects or becomes aware of suspicious or fraudulent activity; or (iii) where Curve or the Processor is required by law or court order.  Curve will notify Client once it exercises its right to withhold the Settlement Amounts.  The Processor, its banks or other financial institutions may also require a holding period before the settlement of the Settlement Amounts to the Client Bank Account.  Curve is not responsible for any delay of Client’s Settlement Amounts in accordance with these Curve Pay Terms or ordered by any third party.

 

6.5 Payment Dashboard

 

Client can verify its balances and Settlement Amounts payable to them through Curve Pay management dashboard, as available on the Curve Platform (“Payment Dashboard”).  Payment Dashboard information regarding payment processing proceeds merely reflects amounts processed and collected from Patients by Processor on Client’s behalf.  This information does not constitute a deposit or other obligation of Curve or Processor to Client and is provided for reporting and informational purposes only.  Client is not entitled to, and has no ownership or other rights in the balance displayed, until applicable funds are paid out to Client in accordance with these Curve Pay Terms.  Client is not entitled to any interest or other compensation associated with such payment processing proceeds pending settlement.  Curve disclaims all liability and responsibility for the accuracy and/or availability of Payment Dashboard information.  Unless otherwise required by applicable law, Client shall be solely responsible for ensuring the accuracy of the amounts reflected in the Payment Dashboard and the Settlement Amounts received.  In the event of any discrepancy between the Payment Dashboard and the Transactions, Client shall immediately notify Curve, which shall then work together with the Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy.  Client will promptly provide such information and assistance to Curve as Curve may request in connection with any such investigation.  Curve shall not be responsible for any act or omission of the Processor, any of its service providers or any financial institution, with respect to the Settlement Amounts.

 

6.6 Transaction Record

 

Client is solely responsible for maintaining its Transactions records and other data associated with the Client Account in accordance with applicable law.

 

6.7 Disputing Settlements

 

All Disputes (as defined below) regarding Settlement Amounts must be filed by Client with Curve in writing, within 90 days following the date of settlement.  No Disputes or complaints by Client shall be accepted after 90 days, and following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible and final.

 

7.  TRANSACTION CANCELLATION 

7.1 Responsibility

 

Client shall be fully responsible for the Transactions, including in relation to any cancellation or cancellation request of a Transaction, including due to a Dispute, Refund of a Transaction or the reversal or return of a Transaction conducted, facilitated or initiated by Curve, Payment Networks, other payment method providers, Processors or acquiring banks (a “Reversal”) (each a “Transaction Cancellation”).  Curve is not responsible or liable to Client for any Transaction Cancellation and Client shall be liable to Curve for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation.  Curve shall have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amounts payable to Client and in accordance with Section 8.2 below.  If Curve is not able to deduct the amounts or otherwise collect such amounts in accordance with Section 8.2, Client shall pay the Transaction Cancellation amount and Cancellation Costs immediately upon Curve’s first notice.  All Transaction Cancellations must be done through Curve Pay, and may require the payment of certain Service Fees.

 

7.2 Disputes

 

In most cases, Client may challenge Disputes or Transaction Cancellation orders initiated by a Patient (including chargebacks) through Curve Pay, by providing information and documentation according to the relevant Operating Regulations which may require timely responses.  A "Dispute" is an instruction a patient initiates to reverse or invalidate a processed Transaction, such as a chargeback.  In addition, the Processor may elect to contest certain chargebacks assessed to the Client Account.  Curve may provide Client with assistance, including certain tools to help contest Client’s chargebacks.  Client acknowledges and agrees that Curve will not have any liability with respect to the provision of such services.  Client further agrees that the information and documentation provided may be shared with Client’s Patient, its payment providers and other relevant financial institutes.  Failure to provide such information and documentation in a timely manner may not allow Client to dispute the canceled transaction, resulting in a permanent loss of the amount charged back.  Payment Networks or other payment method providers may either accept or deny Client’s challenge.  Curve will offset the Dispute amount from Settlement Amounts as reflected in the Client Account upon a Dispute, including in accordance with its rights under Section 8.2 below, and will credit Client’s account if the Dispute is resolved in Client’s favor by the applicable issuing bank or other payment method provider.  Client acknowledges and agrees that Curve is not a party to the Dispute process.

 

7.3 Refunds

 

Client shall bear all costs and expenses associated with or resulting from any Refund (including any Service Fees incurred due to the original Transaction, which shall not be refunded).  For the purpose hereof, “Refund” means a Transaction Cancellation, which is initiated by Client (whether in response to a Patient request or otherwise) and results in the reimbursement of the Patient for all or some of the amounts paid in such Transaction.  A Refund of a Transaction shall be subject to the existence of sufficient balance reflected in the Client Account, such that it is possible to offset the refunded amount from the Settlement Amounts.  Curve and the Processor shall have the right to withhold funds pending settlement and/or deduct the associated Refund amount from the Settlement Amounts, as required to process and pay Refunds.  Curve may further decline any Refund when Curve believes that such an order increases the risk of a negative balance, or will otherwise risk Client’s ability to meet its liabilities under these Curve Pay Terms.

 

8. RESERVE; COLLECTION OF DEBT; SET-OFF

8.1 Reserve Amount

 

Client authorizes Curve to instruct the Processor to establish and maintain (by itself or by its financial institution vendors) a reserve amount (the “Reserve”) as determined by Curve or the Processor from time to time, to cover any amount that may become due from Client to Curve or the Processor, including any expenses or losses, which may result from existing or expected Transaction Cancellations, Patient complaints, the nature of Client’s business, and Client’s activity through Curve Pay.  The Reserve may be funded through one or more of the following methods: (i) allocating payment processing proceeds pending settlement (as reflected in the Client Account) or debiting the Client Bank Account, or (ii) withholding amounts that would otherwise be payable to Client, including Settlement Amounts, to maintain the Reserve at a level deemed necessary by Curve or the Processor.  The specific amount required for the Reserve shall be determined at Curve or the Processor's sole discretion and may include holding a certain percentage or the full amount of funds received from Transactions for a specified period.

 

Curve may change the terms associated with the Reserve at any time and for any reason.  Those changes may be based on factors including Client’s payment processing history, Transaction volume or risk considerations.  The Reserve may be maintained after Client’s termination of Curve Pay until the reasons for its establishment have been satisfied.

 

8.2 Collection of Debt; Set-Off

 

Client agrees to pay immediately on demand all amounts due or owed to Curve under these Curve Pay Terms, the Curve Terms, the Processor Terms or otherwise pursuant to any Operating Regulations and/or any applicable law.  Curve may collect or set-off any amount due to Curve from Client, either itself or through a third party acting on its behalf (e.g., a collection agency), including any cost, expense or fee (including attorney and collection agency fees) associated with such collection, by: (a) instructing the Processor to deduct such amounts from the Client Account balance or from the Reserve and to remit such deducted amounts to Curve; or (b) debiting any of Client’s payment method(s) on file with Curve (including the Client Bank Account, any past Client Bank Account(s) Client previously provided to Curve, or any other credit or debit card or any other payment method held by Curve) for this or any other purpose (e.g., for registering for Curve Pay, or any subscription for any Curve Service.  Client authorizes Curve to initiate any debit or credit entries to the Client Bank Account for this purpose.  In the event there are insufficient funds available in the Client Bank Account to pay any amounts due or owed to Curve, Client acknowledges that Client may be charged additional fees and further authorizes Curve to initiate any debit or credit entries to other bank accounts held by Client to which Curve has been provided access.  Unless Curve otherwise agrees in writing, this authorization will remain in effect until Client’s payment and other obligations under these Curve Pay Terms have been fully satisfied.  Client represents and warrants that it owns and has authority over the Client Bank Account(s) and other payment methods described in this section, including the authority to grant debit and credit authorizations under this section, and that no third party is required to consent to or otherwise authorize or approve Client’s exercise of authority with respect to such account(s), including the grant of such authorizations.  Client may revoke or amend this authorization by providing Curve with written notice, which notice shall be effective after Curve has received and had a reasonable time to confirm its receipt in writing and act upon it (which shall be at least five (5) business days).

 

8.3 Security Interest

 

By using Curve Pay, Client hereby grants Curve or Stripe a lien and security interest in all funds processed through Curve Pay and in any Reserve.  This security interest secures Client’s obligations under these Curve Pay Terms, including but not limited to, the payment of any amounts Client owes to Curve.

 

To ensure the enforceability of this security interest, Client agrees to take all actions necessary to create, perfect, and enforce this security interest.  This includes, but is not limited to, executing, and delivering any documents or other agreements requested by Curve or Stripe, paying any applicable fees, and authorizing Curve or Stripe to file any financing statements or other notices in a public registry, as required by applicable law.  Client further agrees to cooperate with Curve or Stripe in taking any additional steps necessary to maintain the priority and enforceability of this security interest.

 

9. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES; INDEMNIFICATION 

     

NEITHER CURVE NOR THE PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF CURVE PAY) SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN CURVE PAY THAT ARE A RESULT OF ANY FAILURE OR DELAY OF THE CURVE WEBSITE, THE PROCESSOR WEBSITE, A BANK, FORCE MAJEURE EVENTS, RESTRICTIONS IMPOSED BY THE GOVERNMENT OR TELECOMMUNICATIONS SERVICE OPERATORS, OR ANY MISUSE OF CURVE PAY BY CLIENTS.  THE FOREGOING IS IN ADDITION TO THE LIMITATION OF LIABILITY AS SET FORTH IN THE CURVE TERMS OF SERVICE.

IF ANY GUARANTEE, CONDITION, WARRANTY OR TERM IS IMPLIED OR IMPOSED BY ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A NON-EXCLUDABLE PROVISION), AND CURVE IS ABLE TO LIMIT CLIENT’S REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN CURVE’S LIABILITY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED EXCLUSIVELY (SO FAR AS APPLICABLE LAWS DO NOT PROHIBIT) TO THE SUPPLYING OF SERVICES AGAIN, OR THE PAYMENT OF THE SERVICE FEES.

 

CURVE PAY IS PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND.  CURVE AND ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS HEREBY DISCLAIM ALL OTHER TERMS, CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO OR ARISING OUT OF THESE CURVE PAY TERMS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

For the purposes of this Section 9, the expression ‘force majeure event’ shall refer to events beyond the reasonable control of Curve, as described in the Terms of Service.

 

Indemnification

Client will indemnify, defend and hold harmless Curve, its affiliates, and each of their respective sureties, officers, directors, agents, employees, parents and subsidiaries (each, a “Curve Party”), from and against any and all liability, damages, costs or expenses, including reasonable legal fees and expenses, for any third-party claim or demand, including any action brought, or fine, fee or penalty imposed, by any regulatory authority (each, a “Claim”) arising out of or related to: (i) Client’s breach of any representation, warranty, covenant or obligation under these Curve Pay Terms; (ii) negligence, fraud or willful misconduct on the part of Client or any of its officers, directors, employees, representatives or service providers, or any of their respective officers, directors and employees; (iii) any actions taken by Curve or its service providers in accordance with or in good faith reliance upon information or instructions provided by Client or any of its agents or representatives; (iv) any claim by a Patient, or any obligation owed to any Patient or other third party by Client, or any third party retained by Client; and (v) any actual or alleged infringement, misappropriation, or other violation of any rights, including any privacy or intellectual property rights, of any third party by Client.  Client shall not compromise or settle a Claim against any Curve Party without the Curve Party’s prior written consent.

 

10.  TERM & TERMINATION 

10.1 Term

 

The effect of these Curve Pay Terms, as they may be amended from time to time, shall commence on the date Client first accesses or uses Curve Pay, and shall continue to be in effect for as long as Client uses Curve Pay, remains subscribed for the Curve software platform pursuant to the Curve Terms of Service or until termination according to the provisions of these Curve Pay Terms.

 

10.2 Termination

 

Client may terminate these Curve Pay Terms at any time by notifying Curve and closing its Client Account.  Without derogating from any other right Curve has, including the right to cancel or suspend Client’s use of Curve Pay as set forth above, Curve may terminate these Curve Pay Terms and discontinue Client’s use of Curve Pay at any time, for any reason, effective upon providing Client notice of such termination.

 

10.3 Effects of Termination

 

Upon termination: (i) Client shall immediately cease its use of Curve Pay; (ii) Curve reserves the right to withhold or instruct Processor to withhold any amount payable to Client until it believes that the risk of Disputes or other risks with respect to Client’s Transactions are removed; (iii) Curve reserves the right (but has no obligation) to delete all of Client’s Transaction information and account data stored on its servers; and (iv) Curve will not be liable to Client for compensation, reimbursement or damages in connection with Client’s use of Curve Pay, or any termination or suspension of such use or deletion of Client’s information.  The termination of these Curve Pay Terms, for any reason, shall not release Client from any of Client’s debts or payment obligations to Curve under these Curve Pay Terms.  The provisions of all sections that are relevant to such post-termination period, including the provisions of Section 8 and Section 9, together with any terms that by their nature are intended to survive such termination, shall survive such termination, including, without limitations, Sections 9 and 12-17, and Curve may offset amounts in the Client Account, as may be required to enforce such obligations.

 

11. CHANGES & UPDATES

Curve may change, suspend or terminate Curve Pay (or any features thereof, or prices applicable thereto), and/or change any of the Curve Terms upon reasonable prior notice, at any time and in any manner.  Curve may pass through any price increases that it receives from any of its vendors that support Curve Pay.  It is Client’s responsibility to review these Curve Pay Terms periodically.  Unless otherwise required by law, Curve will post a notice of the last date of update on this page.  If any such changes involve the payment of additional Service Fees, Curve will provide a notice of such change.  If Client does not agree to such change, Client should discontinue the use of Curve Pay.

 

12.  DISPUTE RESOLUTION, BINDING ARBITRATION & WAIVER OF JURY RIGHT 

12.1 Informal Dispute Resolution

 

Curve wishes to resolve any disputes with Client amicably.  Client and Curve agree to use commercially reasonable efforts to resolve, promptly and in good faith, any controversy, claim or dispute between Client and Curve arising from or in connection with Curve Pay or these Curve Pay Terms.  In connection with the foregoing, Client agrees to contact Curve and seek to resolve its concerns informally.  If Curve has not resolved the issue within 30 days after receiving Client’s email dispute or in such other timeframe provided to Client by Curve, either Client or Curve may initiate a proceeding in accordance with Section 12.2.

 

12.2 Arbitration Provisions

 

YOU AGREE TO ARBITRATE DISPUTES UNDER THE CURVE TERMS.

 

12.3 Waiver of Jury Trial

 

To the fullest extent permitted by law, Client and Curve knowingly, voluntarily, and intentionally waive any right to a trial by jury in any action or proceeding arising out of or related to these Curve Pay Terms or the transactions contemplated hereby.

 

12.4 NO CLASS ACTIONS

 

Client may only resolve disputes with Curve on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action.  Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are expressly not allowed.

 

13. GOVERNING LAW

These Curve Pay Terms and Curve Pay will be governed by Georgia law, except for its conflicts of law principles and except for any security interest created under these Curve Pay Terms, which shall be governed by and interpreted in accordance with the laws of the country, state, province, territory, or jurisdiction where the security interest is registered.

 

14. ASSIGNMENT

Subject to compliance with all applicable Operating Regulations, Curve may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in Curve Pay to a third party without Client’s consent.  Upon such assignment, Curve shall provide Client with notice of such assignment.  Client may not assign its right to utilize Curve Pay or any rights or obligations hereunder without prior written consent of Curve (any such assignment without prior consent shall be void).

 

15. NOTICES

All notices provided by Curve hereunder or in connection with Your Registration or use of Curve Pay, shall be provided according to the provisions of the Curve Terms.

 

16. NO WAIVER

No waiver of any breach or default of any of the Curve Terms shall be deemed a waiver of any preceding or subsequent breach or default.

 

17. CONSTRUCTION

The headings, captions, headers, footers and version numbers contained in these Curve Pay Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Curve Pay Terms.  The singular includes the plural, and the plural includes the singular.  All references to “herein,” “hereunder,” “hereinabove,” or like words shall refer to these Curve Pay Terms as a whole and not to any particular section, sub-section, or clause contained in these Curve Pay Terms.  The terms “include” and “including” are not limiting.  Reference to any other terms, agreement or other document includes any permitted modifications, supplements, amendments and replacements.  If any provision of these Curve Pay Terms is found to be wholly or partially unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Curve Pay Terms shall otherwise remain in full force and effect and enforceable.