Service-Specific Terms for ParentSquare Pay

These Service-Specific Terms for ParentSquare Pay (these “Payment Terms”) supplement the ParentSquare School Agreement (the “School Agreement”) by and between ParentSquare, Inc., a Delaware corporation (“ParentSquare”), and District (as defined in the School Agreement) (available at https://www.parentsquare.com/agreement).  Except as expressly provided herein, these Payment Terms are not intended to supersede the School Agreement, ParentSquare’s Terms of Use (available at https://www.parentsquare.com/terms), or any other agreement or terms between the parties. These Payment Terms will become effective as of the date District has been approved for an account with Processor pursuant to District’s submission of a completed Order Form (the “Effective Date”). However, District consents to the use of its information obtained during the onboarding process as set forth in this agreement, effective as of the date District submits the completed Order Form for the Payment Services.

1. Definitions

The following capitalized terms will have the meanings set forth below. Capitalized terms used and not defined in these Payment Terms will have the meanings given to them in the School Agreement.

“Customer” means District’s parents, students, or other consumers who pay District through the Payment Processing Services.

“Merchant Account” means District’s merchant processing account with Processor for District’s use of the Payment Processing Services.

“Order Form” means the ParentSquare order form or sales quote pertaining to the Payment Processing Services, which includes pricing for the Payment Processing Services, and which must be completed and submitted by District to ParentSquare as a condition to receive the Payment Processing Services. 

“Payment Networks” means Visa, Inc.; Mastercard Incorporated; American Express Company; Discover Financial Services; the National Automated Clearing House Association (Nacha); their respective successors; and any other applicable payment network used to process Transactions using the Payment Processing Services.

“Payment Processing Services” means the payment processing services provided to District pursuant to these Payment Terms and the Processor Agreement, also known as ParentSquare Pay.

“Processor” means the third-party payment processor designated by ParentSquare to provide the Payment Processing Services. As of the Effective Date, the designated Processor is Stripe, Inc.

“Processor Agreement” means the agreement or other terms and conditions between District and Processor, as updated from time to time by Processor. The Processor Agreement includes, without limitation, and District is required to be bound by, all of the following:

“Rules” means applicable rules, regulations, and standards of the Payment Networks and other industry regulators, as amended from time to time, including but not limited to PCI Security Standards Council Payment Card Industry Data Security Standards (PCI DSS) and the Nacha Operating Rules and Guidelines.

“Stripe” means Stripe Inc., the designated Processor as of the Effective Date.

“Transaction” means any payment that District accepts from a Customer in exchange for goods or services which is processed using the Payment Processing Services; any returns or refunds of such amounts, authorizations, and settlement relating to such sales; and other transactions and activities relating to such sales.

2. Services

2.1 Payment Processing Services. These Payment Terms will apply if District has elected on the applicable Order Form to receive the Payment Processing Services, which may be integrated into or provided with the Subscription Services (as defined in the School Agreement) provided by ParentSquare. Under the Payment Processing Services, payment transactions will be submitted to and processed by Processor, subject to the Processor Agreement. District may not use the Payment Processing Services until District accepts and agrees to the Processor Agreement (as updated from time to time by Processor) and receives a Merchant Account set up by Processor.

2.2 Relationship with Processor. District acknowledges and agrees that ParentSquare acts only as a facilitator between District and Processor, and that: (a) the Processor Agreement is solely between District and Processor, and District is solely responsible for its relationship with Processor; (b) the Payment Processing Services are provided solely by Processor; (c) ParentSquare is not the provider of Payment Processing Services nor is it a registered or unregistered payment processor, bank, or money transmitter; (d) ParentSquare is not a party to the Processor Agreement, has no control over the Payment Processing Services nor the Processor Agreement, and will have no liability under the Processor Agreement or in any way relating to the Payment Processing Services, including for any action or inaction by Processor; (e) District is responsible for checking for applicable updates to the Processor Agreement from time to time, and understands that any use by District of the Payment Processing Services following a change to the Processor Agreement will constitute acceptance of the updated terms; and (f) ParentSquare may suspend, modify, or terminate its relationship with Processor, and/or designate or establish a relationship with a new Processor, at any time in its sole discretion, with or without prior notice, without affecting the parties’ relationship under these Payment Terms. Furthermore, a change of Processor may require District to accept a substitute Processor Agreement as may be required by the new Processor, and District’s continued use of the Payment Processing Services following notice of a change in Processor will constitute acceptance of and agreement to the new Processor’s Processor Agreement.

2.3 Onboarding. District will follow the onboarding procedures and policies provided by ParentSquare and Processor (as may be amended from time to time), including by providing all requested information. All information provided by District, directly or indirectly, to ParentSquare or Processor must be truthful, accurate, complete, and not misleading. District acknowledges that Processor, not ParentSquare, has the ultimate decision whether to approve District for a Merchant Account and the Payment Processing Services.

2.4 Transaction Processing and Settlement. Transactions are processed by Processor, not ParentSquare. Processor (or its partner banks) will settle Transaction proceeds to District’s designated bank account (the “District Bank Account”) in accordance with the Processor Agreement. In Processor’s discretion or as provided in the Processor Agreement, Transaction proceeds may be deposited into a pooled account held for the benefit of District and other merchants of ParentSquare or Processor held at any financial institution so that such funds may be combined and aggregated with other funds that are ultimately settled to District by such financial institution. District understands and agrees that ParentSquare does not process, receive, or hold District funds at any time and that ParentSquare is not a bank, money transmitter, or other money services business (as such terms are defined by any federal or state laws or regulations). To the extent ParentSquare is deemed to hold or receive funds (constructively or otherwise) of any Customer of District at any point in time, District hereby irrevocably appoints ParentSquare as its non-fiduciary agent for the limited purpose of collecting, receiving, holding, and settling funds from the Customer on District’s behalf. In such event, such funds shall be deemed received by District upon receipt by ParentSquare and shall satisfy the Customer’s obligation to District in connection with the Transaction for the goods or services sold by District. If ParentSquare fails to remit such funds to District, District’s sole recourse for such event is solely against ParentSquare and not against the Customer or the Customer’s financial source.

2.5 Data Usage and Sharing. District authorizes ParentSquare to (a) access and use data relating to the Merchant Account, including District Data (as defined in the School Agreement), Transaction data, and other data relating to the Merchant Account; (b) share data regarding the Merchant Account, related activity, and other District Data with Processor in connection with the Payment Processing Services; (c) issue instructions to Processor regarding Transactions and funds processed and settled by Processor; and (d) conduct any activity on the Merchant Account on District’s behalf and act as a data controller for District to facilitate the provision of the Payment Processing Services or as dictated by Processor. District agrees to complete and submit any additional authorization forms or other such documentation as requested by ParentSquare or Processor from time to time in connection with data usage and sharing.

3. Payment Terms

3.1 Fees. District will pay all fees specified in the applicable Order Form. The terms applicable to payment of amounts due to ParentSquare that are set forth in the School Agreement will apply to fees owed under these Payment Terms, unless otherwise noted. District hereby authorizes ParentSquare, Processor, their financial institutions, and any of their assignees to collect amounts owed under these Payment Terms (including but not limited to fees set forth on the Order Form for the Payment Processing Services, any liabilities arising under these Payment Terms, and any fees District owes Processor pursuant to the Processor Agreement) by instructing Processor to offset such amounts from the processed funds due to District under the Processor Agreement and by debiting funds from the District Bank Account (“ACH Debit Authorization”). District agrees that all ACH transactions authorized pursuant to the ACH Debit Authorization will comply with all Applicable Laws and Rules, including but not limited to the Nacha Operating Rules and Guidelines. Without limiting any other provision of the School Agreement relating to fee changes, fees for the Payment Processing Services may be amended upon thirty (30) days’ notice to District, and District’s continued use of the Payment Processing Services after such thirty (30)-day timeframe will constitute District’s acceptance of the updated pricing. Notwithstanding the foregoing, District acknowledges and agrees that certain pass-through fees applicable to the Payment Processing Services are established by the Processor or other third parties, not ParentSquare, and are subject to change at any time by the Processor or the applicable third party, without prior notice to District.

3.2 Disputes. If District believes that there is an error in any statement provided by ParentSquare or any information reported by ParentSquare regarding a Transaction, or any error made in the amount of a payment or settlement, District must notify ParentSquare within thirty (30) days of District’s receipt of the statement or payment containing the error, or any such claim will be deemed waived.

3.3 Tax Reporting. ParentSquare or Processor (as determined by either of them) may send documents to District and the Internal Revenue Service (“IRS”) or other tax authority for Transactions processed using the Payment Processing Services. ParentSquare or Processor may have tax reporting responsibilities in connection with the Payment Processing Services such as an Internal Revenue Service report on Form 1099-K (which reports District’s gross transaction amounts each calendar year to the IRS), or state or other taxing authority requirements. District acknowledges that ParentSquare or Processor (as determined by either of them, in their sole discretion) will report the total amount of Transactions received by District in connection with the Payment Processing Services each calendar year as required by the taxing authorities. District will cooperate with ParentSquare and Processor in providing accurate and complete tax reporting information, including any other information that may be required by the taxing authorities to fulfil tax reporting described herein. District represents and warrants that all information that it submits for tax reporting purposes is complete and accurate to the best of its knowledge, and that ParentSquare and Processor may rely on all such information submitted by District. District agrees that neither ParentSquare nor Processor will be liable for any penalty or other damages stemming from any Form 1099-K that is issued incorrectly if the issued Form 1099-K comports with the information provided by District, and neither ParentSquare nor Processor will have any obligation to verify District’s legal name or tax ID number for reporting purposes. District understands and agrees that ParentSquare and Processor may submit tax reporting information exactly as provided by District. Notwithstanding the foregoing, ParentSquare and Processor may in their sole discretion investigate or validate any tax reporting information or other information submitted by District.

3.4 Electronic Delivery of Tax Documents. In connection with the tax reporting activities described above, ParentSquare or Processor (as determined by either of them) may elect to provide electronic delivery of the referenced tax-related documents, including through ParentSquare’s platform or another online portal whereby District can access and download the applicable statements. By accepting the attached Tax E-Delivery Consent form, District affirmatively consents to such electronic delivery (“Tax E-Delivery Consent”). The Tax E-Delivery Consent will remain in effect until withdrawn by District. The Tax E-Delivery Consent may be printed or downloaded. If District does not specifically consent to the electronic delivery of tax-related documents, District will receive paper copies of all required tax-related documents, including Form 1099-K. ParentSquare or Processor will notify District when the applicable tax forms become available via the email address ParentSquare has on file for District.

4. Compliance

4.1 Laws and Rules. District agrees to comply with all Applicable Laws and Rules, including without limitation those relating to data security and privacy, negative options (including auto-renewals), consumer protection, pricing/fee disclosures, and any data protection standards or policies set forth in the Processor Agreement. By applying for or obtaining a Merchant Account, District represents and warrants that it (a) complies with Applicable Laws and Rules; (b) has not previously been suspended or terminated by Processor (unless Processor approves otherwise); and (c) has not received any non-compliance assessment from any Payment Networks.

4.2 District Personnel. District acknowledges and agrees that it is fully responsible for all acts and omissions of its employees, contractors, agents, and Users in connection with the Payment Processing Services, and District will ensure their compliance with all Applicable Laws and Rules as well as District’s other obligations under these Payment Terms, the School Agreement, and the Processor Agreement.

4.3 Customer Transactions. District understands and agrees that any Transactions involving District’s goods or services that are processed through the Payment Processing Services are between District and its Customer, and any issues relating to a Transaction are solely between District and such Customer. District is solely responsible for all liabilities associated with District’s payment processing activity and use of the Payment Processing Services, including, without limitation, with respect to Customer disputes, chargebacks, refunds, identity theft, fraud, and any assessments or fees imposed by Processor, a sponsor bank, the Payment Networks, regulatory authorities, or any third party. District is solely responsible for determining what, if any, taxes apply to the goods and services District provides to its Customers and the payments District makes or receives, and it is District’s responsibility to collect, report, and remit the correct tax to the appropriate tax authority. District will comply with all applicable tax laws, including those in connection with Transactions.

4.4 Customer Disclosures. District, not ParentSquare or Processor, is responsible for providing the necessary disclosures to, and obtaining the required consents from, Customers or data subjects regarding the processing of personal information by ParentSquare and Processor. Additionally, Districts are responsible for fulfilling any other obligations associated with required disclosures or consents when interacting directly with the Customer or data subject.

4.5 Prohibited Activities. District will not use the Account or Payment Processing Services for any activity that is illegal, fraudulent, prohibited by Processor or ParentSquare, or that is otherwise in breach of these Payment Terms, the School Agreement, or the Processor Agreement. District may only use the Payment Processing Services for business purposes, and District will not, and will not enable or allow any third party to: (a) use the Payment Processing Services for personal, family, or household purposes; (b) act as service bureau or pass-through agent for the Payment Processing Services with no added value to Customers; (c) work around any of the technical limitations of the Payment Processing Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public systems, programs, data, or services of Processor; (d) except as Applicable Laws permit, reverse engineer or attempt to reverse engineer the Payment Processing Services or Processor technology (including but not limited to software, hardware, and APIs); (e) use the Payment Processing Services to engage in any activity that is illegal, fraudulent, deceptive, exploitative, or harmful; (f) perform or attempt to perform any action that interferes with the normal operation of the Payment Processing Services or affects any of Processor’s other users’ use of Processor services; (g) exceed any Payment Processing Services usage limitations stated in Processor documentation; or (h) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Payment Processing Services, Processor documentation, or Processor’s website except as permitted by Applicable Laws. District may not conduct a Prohibited or Restricted Business (as defined in the Processor Agreement and Processor’s Prohibited or Restricted Business List) or transact with a Prohibited or Restricted Business.

4.6 Fraud Monitoring. ParentSquare and Processor may monitor Transactions for the purpose of determining fraudulent activity and whether District is in compliance with Applicable Laws and Rules and its obligations under these Payment Terms and the Processor Agreement. Such monitoring, if conducted, will be for the benefit of ParentSquare and/or Processor; ParentSquare does not have any obligation to monitor Transactions on District’s behalf. Based on such monitoring, ParentSquare and/or Processor will have the right, in their sole discretion, to suspend District’s access to the Payment Processing Services or otherwise limit District’s privileges to the extent they deem necessary or useful to prevent fraud or losses. Without limiting the foregoing, ParentSquare may, in its sole discretion or at the direction of Processor, instruct Processor to delay sending Transaction or settlement instructions on District’s behalf if ParentSquare reasonably believes or suspects that District’s instructions may involve fraud or misconduct, or violate Applicable Laws or Rules, these Payment Terms, the Processor Agreement, or applicable ParentSquare or Processor policies, as determined by ParentSquare or Processor in their sole and absolute discretion.

4.7 Cardholder Fee Programs. This Section 4.7 applies to any fee District may wish to impose on Customers with respect to Transactions (including a surcharge for credit cards, a convenience fee, service fee, processing fee, or other similar type of fee) or any discount offered to Customers based on the type of payment method used for a Transaction (including cash, check, or ACH) (collectively, “Cardholder Fee Programs”).

(a) Except as expressly permitted in this Section 4.7, District may not implement any Cardholder Fee Program. Without limiting the foregoing, District may not impose a surcharge, convenience fee, or service fee on Customers, as such terms are defined under the Rules or applicable state laws, regardless of the label or term used to describe any such fee.

(b) District may, with prior approval from ParentSquare, charge a “service fee” as such term is defined in the Visa Rules, provided that: (i) District qualifies for such a program under the Visa Rules (which, among other things, is limited to certain MCCs for educational institutions, such as MCC 8211 and 8220); (ii) District fully complies with all requirements and conditions set forth in the Visa Rules regarding service fees; and (iii) District fully complies with all applicable state laws and does not charge a service fee in any state where credit card surcharges are prohibited.

(c) District may, with prior approval from ParentSquare, offer a voluntary option for Customers to increase their payment by percentage or fixed dollar amount (up to a maximum amount that may be established by ParentSquare from time to time in its sole discretion) to cover District’s administrative and transaction costs. If District elects to offer such voluntary option, District must include the option on all transactions, regardless of the Customer’s payment method. Furthermore, the Customer must be required to take an affirmative action agreeing to such amounts, such as by checking an unchecked box (which check box must not be pre-checked or selected as the default setting), before any such amounts are added to the transaction total.

(d) Before implementing any Cardholder Fee Program permitted by this Section, District must first receive approval from ParentSquare. Furthermore, District must comply with, and is solely responsible for its compliance with, all Applicable Laws and Rules, as they may be updated from time to time, relating to any such Cardholder Fee Program and any required consumer disclosures related thereto. District acknowledges and agrees that in any instance where ParentSquare, in its sole discretion, chooses to provide materials to District regarding a Cardholder Fee Program or to assist District with related disclosures and practices, ParentSquare’s provision or approval of any such materials or practices will not be deemed legal advice nor a confirmation that such materials or practices comply with Applicable Laws or Rules, and will not in any way relieve District from its responsibility to ensure that all its program materials and practices are in compliance. ParentSquare may modify the requirements, policies, and procedures of any Cardholder Fee Program, or end support or permission for any Cardholder Fee Program, at any time in its sole discretion with ten (10) days’ notice to District.

(e) Prior approval by ParentSquare as contemplated by this Section will be deemed provided when a ParentSquare team member changes a setting within the Payment Processing Services at District’s request.

4.8 Merchant Losses. District acknowledges and agrees that it is solely responsible for chargebacks, returns, refunds, fines, assessments, penalties, unpaid processing fees, fraud, unauthorized use of credentials, or any other losses arising from the Processor Agreement or the use of the Payment Processing Services (collectively, “Merchant Losses”). District shall be liable for any Merchant Losses that are charged to ParentSquare by the Processor. If ParentSquare determines in its sole discretion that District is incurring excessive Merchant Losses, ParentSquare may establish controls or conditions governing District’s use of the Payment Processing Services, including without limitation by (a) establishing new fees; (b) instructing Processor to require that a District reserve an amount determined by ParentSquare or Processor; (c) instructing Processor to delay payouts; and/or (d) terminating these Payment Terms and access to the Payment Processing Services. Additionally, District authorizes ParentSquare and Processor to withhold, deduct, or debit the amount of any Merchant Losses assessed or incurred by them or a third party from the District Bank Account or offset from any amounts otherwise due to District. If ParentSquare reasonably suspects that District’s access to the ParentSquare platform or Payment Processing Services has been used for an unauthorized, illegal, or criminal purpose, District gives ParentSquare express authorization to (but understands that ParentSquare is not obligated to) share information about District and any Transactions with law enforcement. District will pay all costs and expenses, including without limitation attorneys’ fees, other legal expenses, and handling fees incurred by or on behalf of ParentSquare in connection with the collection of Merchant Losses. District understands and agrees that additional terms related to Merchant Losses may be set forth in the Processor Agreement.

4.9 Chargebacks. If ParentSquare reasonably believes that a chargeback is likely with respect to any Transaction, ParentSquare may instruct Processor to withhold the amount of the potential chargeback from payments otherwise due to District until such time that: (a) a chargeback is assessed, in which case ParentSquare will retain the funds; (b) the period of time under Applicable Laws or Rules by which the cardholder may dispute the Transaction has expired; or (c) ParentSquare determines that a chargeback on the Transaction will not occur, in which case ParentSquare will instruct the release of the withheld funds to District. ParentSquare is not obligated to intervene in any dispute arising between District and Customers. Notwithstanding anything to the contrary herein, if ParentSquare or Processor chooses to conduct an investigation or resolve any pending dispute related to Merchant Losses, District will assist ParentSquare or Processor when requested, at District’s expense, to investigate such Merchant Losses. District will timely submit all applicable information, documentation, or evidence related to such chargeback to ParentSquare or Processor, within the timeframe instructed by ParentSquare or Processor, necessary for them to meet card network timelines for submitting evidence and responding to a chargeback. District authorizes ParentSquare to share information about a chargeback with the Customer, the Customer’s financial institution, and District’s financial institution in order to investigate or mediate a chargeback. District’s failure to assist ParentSquare or Processor in a timely manner when investigating a Transaction, including providing necessary documentation within the time period specified in ParentSquare’s or Processor’s request, may result in an irreversible chargeback. ParentSquare or Processor may charge a fee, as set forth in the Order Form or other applicable price schedule, for mediating or investigating chargeback disputes, in addition to any other chargeback fees set forth in these Payment Terms or the Processor Agreement, if applicable. ParentSquare and Processor reserve the right to modify such fees at any time upon notice.

5. Liability

5.1 Warranty Disclaimer. PARENTSQUARE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, RELATED TO THE PAYMENT PROCESSING SERVICES OR ANY CARDHOLDER FEE PROGRAM FACILITATED BY PARENTSQUARE, AND PARENTSQUARE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, LEGAL COMPLIANCE, AND NON-INFRINGEMENT. DISTRICT ASSUMES ALL RISK WITH RESPECT TO ITS BUSINESS PRACTICES AND IS RESPONSIBLE FOR ENSURING THAT IT IS COMPLIANT WITH ALL APPLICABLE LAWS AND RULES APPLICABLE TO TRANSACTIONS OR ANY AMOUNTS CHARGED BY DISTRICT (INCLUDING WITHOUT LIMITATION UNDER A CARDHOLDER FEE PROGRAM).

5.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARENTSQUARE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO DISTRICT OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PARENTSQUARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PARENTSQUARE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE PAYMENT TERMS EXCEED IN THE AGGREGATE THE TOTAL FEES DISTRICT PAID TO PARENTSQUARE UNDER THESE PAYMENT TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

5.3 Assessments. Notwithstanding any other provision of these Payment Terms or the School Agreement, District agrees that it is solely responsible for all amounts imposed or assessed by Payment Networks, regulators, or other third parties, whether imposed or assessed on District, ParentSquare, or Processor in connection with the use of the Payment Processing Services, or District’s actions or inactions in connection with these Payment Terms or the Processor Agreement (including with respect to Transactions processed). Such amounts may include, but are not limited to, fees, fines, assessments, loss allocations, registrations, costs, expenses, certifications expenses and other amounts, however labeled or defined, imposed by Payment Networks or other third parties as a result of or in any way relating to District’s actions, omissions, use, or misuse of the Payment Processing Services. FOR THE AVOIDANCE OF DOUBT, DISTRICT AGREES AND ACKNOWLEDGES THAT ANY ASSESSMENT, FINE, PENALTY, FEE, OR COST OTHERWISE IMPOSED BY PROCESSOR, A SPONSORING BANK, PAYMENT NETWORK, GOVERNMENT AGENCY, OR REGULATOR WILL BE CONSIDERED DIRECT DAMAGE AND NOT INDIRECT, CONSEQUENTIAL, OR INCIDENTAL. NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE PAYMENT TERMS OR ANY OTHER AGREEMENT, ALL SUCH ASSESSMENTS AND FEES WILL BE COLLECTIBLE FROM, AND IMMEDIATELY DUE AND PAYABLE BY, DISTRICT AT THE TIME THEY ARE IMPOSED BY THE PAYMENT NETWORK OR OTHER APPLICABLE THIRD PARTY AND NOT SUBJECT TO ANY LIMITATION.

6. Term and Termination

6.1 Term. These Payment Terms will be coterminous with the term of the School Agreement unless these Payment Terms are otherwise terminated earlier.

6.2 Termination by ParentSquare; Automatic Termination. ParentSquare may terminate the Payment Terms if District has not paid any applicable fee for any Services, or if District or any User materially breaches the School Agreement and District fails to remedy the breach within thirty (30) days of written notice of the breach. In addition, ParentSquare may terminate these Payment Terms immediately, with or without notice, if: (a) District breaches any provision of these Payment Terms or the Processor Agreement; (b) District or its employees or agents use the Payment Processing Services in a manner inconsistent with the intended purpose; (c) District or its employees or agents violate any Applicable Laws or Rules; or (d) ParentSquare is required to terminate these Payment Terms by Processor or a government agency, Payment Network, or other regulator. ParentSquare will not be liable to District or any other third party for termination of the Payment Processing Services under this section for any reason. Upon the termination of the Processor Agreement or the Merchant Account for any reason, these Payment Terms will automatically terminate.

6.3 Termination by District

a. For Convenience. District may terminate these Payments Terms at any time for convenience, provided that District will be obligated to pay for any Payment Processing Services already provided as well as other amounts due under these Payment Terms.

b. Non-Appropriation of Funds. District may also terminate these Payment Terms in the event District does not receive necessary appropriation or allotment of funds by a governing entity (such as federal, state, local or educational budgeting entity) by providing ParentSquare with thirty (30) days’ notice of such failure to receive funding.

6.4 Return or Destruction of District Data. At District’s request, ParentSquare will destroy or return all District Data within sixty (60) days of the expiration or termination of the Agreement, unless otherwise required by law or ParentSquare receives District’s request in writing that ParentSquare retain certain District Data for a specific longer period of time. If District requests a longer period of time, ParentSquare and District will enter into a special agreement, and there will be a fee for this Service.

6.5 Effect of Termination. The termination of these Payment Terms will not affect any of ParentSquare’s rights or District’s obligations arising hereunder. After termination of these Payment Terms, the Processor Agreement, and/or the Merchant Account, District will continue to be liable for all chargebacks, refunds, fees, card network liabilities, credits, and adjustments resulting from or relating to Transactions processed prior to such termination. The termination of District’s access to Payment Processing Services will be effective immediately upon termination of these Payment Terms. District authorizes ParentSquare to notify Processor of any termination of these Payment Terms; however, District is responsible for manually closing its Merchant Account separately in accordance with Processor’s procedures.

7. Amendments

Except as otherwise provided in these Payment Terms or in the School Agreement, these Payment Terms may only be amended with the written consent of both parties. Notwithstanding the foregoing, ParentSquare reserves the right to amend these Payment Terms without the consent of District if such amendment is required to comply with Applicable Laws or Rules, the directives of the Processor or any Payment Network, or to pass through any increases in third-party costs and fees, including but not limited to fees and assessments charged by Processor, Payment Networks, or ParentSquare’s vendors or service providers. ParentSquare will use reasonable efforts to give District thirty (30) days’ prior notice of any such changes, if ParentSquare has received sufficient advance notice from the applicable third party.

8. General

The choice of law and venue set forth in the School Agreement will apply to these Payment Terms. These Payment Terms, together with the School Agreement, Order Form, and any exhibits, schedules, attachments, or other documents incorporated or refenced in any of the foregoing, constitute the whole agreement between the parties and supersede any previous arrangement, understanding, or agreement between them relating to the subject matter herein. Any inconsistency, conflict, or ambiguity between these Payment Terms and the School Agreement as it relates to the Payment Processing Services will be resolved by giving precedence and effect to these Payment Terms, but only to the extent of the inconsistency, conflict, or ambiguity. Other than as expressly amended by these Payment Terms, all other provisions of the School Agreement (including but not limited to intellectual property protections and limitations of liability) will remain in full force and effect and will apply to the Payment Processing Services. Sections 2.5, 3, 4, 5, 6.4, 6.5, 7, and 8 will survive termination of these Payment Terms.

Tax E-Delivery Consent

Please read this information carefully and print or download a copy for your files.

Consent to Electronic Delivery of Tax-Related Documents

By executing the Payment Processing Terms of Service or otherwise accepting this Tax E-Delivery Consent (this “Consent”), you acknowledge that you have read and understand the terms of this Consent, and you affirmatively elect and consent to receive tax-related documents from ParentSquare (“Tax Documents”), including but not limited to IRS Form 1099-K, via electronic delivery.

This Consent is effective until withdrawn in the manner described below. You understand you will NOT receive hard (paper) copies of Tax Documents unless and until such withdrawal.

This is your copy of the Consent. Please print, download, and save a copy of this Consent for your records.

Electronic Delivery

You agree that ParentSquare may deliver Tax Documents to you in any of the following ways:

(a) via email at the email address ParentSquare has on file for you; and/o

(b) via an online interface which allows you to view and download the Tax Documents. For example, such interface may be provided through your account or profile on the ParentSquare services, if applicable. If Tax Documents are provided via the ParentSquare services or other online interface, ParentSquare (or its processor or service provider, as applicable) will notify you via email once each Tax Document becomes available.

Additional or Substitute Paper Copies

In addition to obtaining electronic copies, you may also request paper copies of your Tax Documents by contacting ParentSquare at the contact information provided below. Note that requesting a paper copy of Tax Documents will be considered a one-time request and will not be considered a withdrawal of this Consent. You must formally withdraw this Consent in the manner described below to begin regularly receiving paper copies of Tax Documents on a going-forward basis.

For information that is required by law to be sent to you, including Form 1099-K and other Tax Documents, as applicable, if ParentSquare receives notice that an email is undeliverable due to an incorrect or inoperable email address, or if ParentSquare is otherwise unable to deliver your Tax Documents via electronic means, ParentSquare will attempt to send such information via U.S. Postal Service to the mailing address ParentSquare has on file for you.

Notification of Change of Tax Information or Email

You must notify ParentSquare promptly if your email address used to receive Tax Documents, notifications, or other account information changes. You must also notify ParentSquare promptly of any relevant change in your information as it appears on your Form W-9, including your name, address, or taxpayer identification number. ParentSquare must have such information exactly as it appears on your Form W-9 in order to properly fill out and issue your Form 1099-K.

By agreeing to this Consent, you agree to notify ParentSquare promptly of any such change by contacting ParentSquare by mail or email at the contact information provided below.

Withdrawal or Termination this Consent

You may withdraw this Consent at any time by providing written notice of withdrawal to ParentSquare by mail or email at the contact information provided below. In each case, you must state that you are withdrawing consent to paperless delivery of tax-related documents, and you must provide your name and taxpayer identification number exactly as they appear on your IRS Form W-9.

You understand that withdrawal of this Consent is prospective only; withdrawal ensures that future Tax Documents will be delivered to you in paper, but does not apply to any Tax Document that has already been furnished to you electronically. ParentSquare may take up to ten (10) business days after receipt of your withdrawal to process your request.

In addition, ParentSquare reserves the right to terminate this Consent and stop electronic delivery of Tax Documents at any time by giving notice to you. If ParentSquare does so, ParentSquare will send future Tax Documents as paper copies, via mail.

System Requirements

To access Tax Documents electronically, you need a computer system or mobile device that, at minimum, has the following features and capabilities:

By agreeing to this Consent, you certify that your computer system or mobile device meets these hardware and software requirements.

Contact ParentSquare

You may contact ParentSquare by mail or email to update your Form W-9 information or to withdraw this Consent at:

ParentSquare, Inc.
6144 Calle Real, #200A
Goleta, CA 93117
support@parentsquare.com