Terms of Service

Please take a few minutes and read this Terms of Service Agreement that you are entering into and pay special attention to the Term and Termination provisions in Section 7(a) below, which outlines your commitment herein and consequences for terminating this Agreement prematurely. 

Hello, and thank you for using ResolveLab. Our merchant portal, website, notification, and reporting services (collectively, our “Services”) are here to help you and other merchants like yourself manage disputed transactions.  

This Terms of Service Agreement (the “Agreement” or “Terms”) is between you and ResolveLab (“ResolveLab” or “We”) and sets forth the legally binding terms for your access and use of the Services, along with any data downloaded from or appearing on the Services, appendices, schedules, exhibits or terms presented in or with the Services (collectively, “Documentation”).  By visiting the merchant portal or registering as a user of the portal, you accept these Terms and represent that you have the authority to bind yourself or the company you represent to the Terms.  Please take a few minutes and read the complete Terms of Service agreement that you are entering into.

IF YOU DISAGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. Rights and Obligations.
1. To use the Services, you must be 18 years of age or older and have legal capacity to enter into this Agreement. You represent and warrant that you are authorized to legally bind yourself or your company to these Terms, and also authorized to bind the merchant account you enroll in Services.  We reserve the right to suspend, terminate or deny your access to the Services for any (no) reason with or without notice or without further obligation.
2. In order to access and use the Services, you will be asked to register and create a user account (an “Account”).  As part of the Account creation process, you will create login credentials.  Each individual who is permitted to use the Services on your behalf (each, a “User”) must have their own login credentials.  You are responsible for your User’s performance under this Agreement and for all acts and omissions which occur via your Account.  You are solely responsible for ensuring each User is granted the appropriate access permission level.  You (i) will protect any login credentials used to access Services from unauthorized access, use, and disclosure, and (ii) will not share any such credentials with any third party, share login credentials across multiple Users, enable multiple Users to access the Services through a single User account, or falsify User information, impersonate any person or entity, or provide misleading information about yourself or a User.  Please immediately notify ResolveLab in writing at legal@resolvelab.com if you become aware or suspect any unauthorized access to your Account or User credentials.  We will not be liable for any loss or damages arising from your failure to comply with this section.   
3. To enroll in our Services, you must provide your “Billing Descriptor,” which is your merchant account name and customer service number as it appears on customer’s credit card statements and allows banks/card networks to connect a specific transaction to you. You represent and warrant that you are authorized to bind each and every Billing Descriptor enrolled via your Account.  Upon enrollment of your first Billing Descriptor and creation of your Account, ResolveLab shall grant you a limited, non-exclusive, non-sublicensable right to (i) access the portal and (ii) use the Services in accordance with these Terms.
4. You shall not directly, or indirectly (including through any third party): (i) modify, adapt, translate, decompile, disassemble, reverse engineer, copy, reproduce, duplicate, incorporate into or with other software, create a derivative work or an improvement of, or attempt to reconstruct, identify, or discover the source code, underlying ideas or algorithms of any part of the Services; (ii) impact the quality of other users’ experience when using ResolveLab’s products and services, interfere with users or administrators access of use, intercept information of other users; (iii) Introduce malicious programs, viruses, malware, or other software designed to interfere with its proper operation or that accesses (or attempts to access) a computer, network, or data without authorization; (iv) Attempt to circumvent authentication or security of any host, network, or account or use or permit others to use any security or testing tools in order to probe, scan, or attempt to penetrate or ascertain the security of the Services; (v) Submit any Data to the Service that infringes or misappropriates the intellectual property rights of any third party; (vi) Sell, sublease, or resell any aspect of the Services or otherwise make the Service available for any use other than for your internal business purposes or to any third party for a fee.  
5. You are responsible for the accuracy, quality, integrity, and legality of all information you provide to us as part of the Services (your “Data”).  You represent and warrant that you have obtained all applicable authorizations and data owner consents necessary.  You shall comply with the terms of the Data Processing Addendum (or “DPA”) found here: www.resolvelab.com/data_processing_addendum , which is incorporated into and becomes part of these Terms.
6. You represent and warrant that you (i) will comply with all applicable laws, including those governing data privacy, anti-bribery, and anti-corruption (including the US Foreign Corrupt Practices Act); (ii) have sufficient rights, control or otherwise own the Billing Descriptors and transaction Data provided; and (iii) have sufficient rights to enter into this Agreement herein. 
2. Services.
1. Prechargeback Notification Services .  These provisions apply if you have signed up for Prechargeback Notification Services. 
1. For each Billing Descriptor you enlist in our Services, upon receiving data regarding transactions which it is known will be disputed by the cardholder (each, a “Confirmed Disputed Transaction”), we will use the portal to create and distribute information on such Confirmed Disputed Transaction to allow you to intercept a Chargeback (as defined below) prior to it being confirmed and submitted by the bank (each, a “Prechargeback Notification” or collectively, “Prechargeback Notification Services”).
2. You expressly acknowledge that you must refund a Confirmed Disputed Transaction within twenty-four (24) hours of receipt of a Prechargeback Notification in order to provide feedback in an effort to prevent it from becoming a Chargeback (a “Chargeback” is a Confirmed Disputed Transaction that has been debited from your merchant account along with any associated fees or fines from your acquiring bank).
3. You shall utilize Prechargeback Notification Services at your own risk and hereby irrevocably release ResolveLab from any and all liability for any refunds, reversals, fraud losses, or Chargebacks in connection with the Prechargeback Notifications as a result of the utilization of our Services.  Further, Prechargeback Notifications are not consumer reports or credit references and should not be used as such.
4. Prechargeback Notification Fees.  Merchant will be responsible for payment of Fees as outlined below in Section 3. You will be charged for and shall pay for each Prechargeback Notification whether the transaction is refunded or not.  If you receive a Prechargeback Notification from two or more sources for the same transaction, you are responsible for each Prechargeback Notification received (and the associated Fee).  
5. You represent and warrant that:
1. You will utilize the portal only for its intended purpose and will only provide access to Users who are bound by the confidentiality restrictions as detailed in these Terms, and
2. You have the full legal right, ownership, control, and permission to (i) utilize Prechargeback Notification Services and (ii) make a commitment on behalf of the Billing Descriptor(s) you provided.
3. Price and Payment.
1. The Services are available at the then-current rate of the selected Service Plan (“Notification Fees”).  You agree to pay all applicable fees when due, and you authorize ResolveLab to charge such Notification Fees using your selected payment method. You acknowledge and agree that the Fees are based on market factors out of our control, and we reserves the right to update Notification Fees at any time at our sole discretion.
2. The Service Term (as defined below) shall be divided into ninety (90) day billing cycles (each, a “Billing Cycle”).  At the beginning of each new Billing Cycle, you shall be billed a platform fee for use of the Services (the “Platform Fee”), which corresponds to your selected Service plan.  In addition to the Platform Fee, you will be charged for each Prechargeback Notification you receive (the “Notification Fee(s)”) at the rates and billing terms indicated in your selected Service Plan (Platform Fees and Notification Fees are collectively referred to as “Fees”).  You expressly permit ResolveLab to obtain payment of Fees through any authorized payment method on file on your Account.  If any Fee(s) (i) remain unpaid (ii) your payment is declined or (iii) a balance remains due, you expressly grant us the right to continue to attempt to collect payment, including the right to collect partial payments.  Additionally, if at any time you have a balance outstanding for the Services, we have the right to suspend your access to the Services immediately and/or terminate the Agreement at its sole discretion and reallocate any prepaid Platform Fees towards any unpaid Notification Fee balance you may owe.
3. During any active term (Primary Term or Renewal Term), you may elect to upgrade or downgrade your active Service plan.  If you elect to upgrade your current plan, you can do so at any time during the Billing Cycle and you will be charged pro-rata Fees for the upgraded plan selected.  If you elect to downgrade your Service Plan, you may select this at anytime, and the new plan will be effective during your next Billing Cycle.  If you elect to cancel Services in the middle of an active term, such cancellation will become effective at the end of the then-current term per the terms of this Agreement.
4. You are responsible for any and all credit card processing fees or wire transfer fees incurred when remitting Fees.
4. Confidentiality.
1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, the parties agree that (i) your Confidential Information includes your Data; (ii) ResloveLab's Confidential Information includes the Services; and (iii) Confidential Information of each party includes the terms of this Agreement, pricing and other terms set forth in the Service plan(s), and Documentation hereunder, as well as marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
2. Protection of Confidential Information. The Receiving Party shall use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing reasonable protections for such information. You agree that ResolveLab is authorized to provide and improve the Services.  In particular, ResolveLab may generate, and use data derived from your Data, provided however that ResolveLab (i) de-identifies such data by using hashing or an anonymous form pursuant to applicable standards, and (ii) does not identify the source of such data.  For the avoidance of doubt, the outputs of such collection and processing do not constitute Confidential Information.
3. Required Disclosure.  The Receiving Party may disclose the Disclosing Party’s Confidential Information when and to the extent required by law, regulation, or court order, but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the Disclosing Party; and (b) gives the Disclosing Party an opportunity to challenge the disclosure.
4. Equitable Relief.  The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party may be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief without the necessity of showing actual damages.
5. Intellectual Property .  
1. As between the Parties, all intellectual property rights in and to the Services, including all copyright, trade secret, patent, trademark, and other proprietary or industrial property rights in and to the Services and any improvements thereto, are the sole and exclusive property of ResolveLab. you shall not contest or challenge or take any action inconsistent with or that may damage or impair our ownership or intellectual property rights in and to the Services. You hereby grant ResolveLab a non-exclusive, perpetual, worldwide, irrevocable, transferable, sublicensable, and fully paid-up license to use any suggestions, ideas, enhancement requests, feedback, or recommendations provided by you or your Users relating to ResolveLab or any Service (“Feedback”). Any intellectual property rights which may be created as a result of our use of or acting upon such Feedback shall vest in and remain the property of ResolveLab. You do not acquire any rights, express or implied, hereunder with respect to the Services or otherwise other than those rights expressly granted under this Agreement.
2. As between the Parties, you exclusively own all rights, title, and interest in and to your Data. You hereby grant us the non-exclusive, royalty-free right to access, use, copy, distribute, perform, display and process your Data during the Service Term solely: (a) to provide and improve the Services, including to prevent or address service or technical problems; (b) to perform other activities at your or your Users’ direction or request; or (c) as compelled by law.  Each Party will comply with its obligations under the DPA and under applicable law in connection with its processing of your Data.
3. You grant ResolveLab a perpetual, irrevocable, non-exclusive right to generate de-identified and aggregated data from your Data and to use such de-identified and aggregated data to provide and improve its products and services, provided, however that we do not (i) identify the source of any such data, or (ii) disclose any such data to any third party other than to its subcontractors. The rights granted to ResolveLab under this Section 5 may be sublicensed to subcontractors or affiliates that perform work on behalf of ResolveLab and ResolveLab is responsible for its subcontractors’ and affiliates’ performance hereunder.
4. You shall use the same degree of care to protect our Confidential Information, which includes the Services, from improper use or non-disclosure as you would use with respect to your own information of like importance which you do not desire to have published or disseminated, but in any event no less than reasonable care. You will not use any Confidential Information for any purpose not expressly authorized under this Agreement and will not disclose to third parties any such Confidential Information.
5. You shall promptly notify ResolveLab at legal@resolvelab.com if you become aware of any infringement of our intellectual property rights in the Services and fully cooperate with us in any legal action taken by ResolveLab to enforce its intellectual property rights.
6. You acknowledge that parts of the Services offered by ResolveLab are licensed products of Verifi, Inc. (“Verifi Services”).  You acknowledge and consent that any data you provide to ResolveLab while utilizing Verifi Services may be shared with Verifi, Inc. or its affiliates (together, “Verifi”) without your future approval or permission. You expressly agree to comply with Verifi all use and operational guidelines when using Verifi Services, and agree to comply with any reasonable audit requests for purposes of ensuring compliance with this paragraph or any other provision of these Terms. 
6. Disclaimer of Warranty .

RESOLVELAB MAKES NO WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EXPRESS, OR IMPLIED, REGARDING THE SERVICES.  ALL IMPLIED OR STATUTORY WARRANTIES OR TERMS & CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.  SERVICES ARE PROVIDED AND LICENSED ON AN “AS IS” BASIS WITH NO WARRANTY OR REPRESENTATION OF ANY KIND.  RESOLVELAB DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS HEREUNDER.

1. Term and Termination .
1. This Agreement is effective upon your acceptance and shall continue until (i) terminated pursuant to this Section 7 or (ii) upon the expiration of the service term.  For each Billing Descriptor you enroll in Services, the primary term shall extend twelve (12) months from the date you added such Billing Descriptor to your Account (the “Primary Term”).  Unless you elect to cancel Services prior to the start of the final Billing Cycle of the then-current Service term, the term shall automatically renew for successive additional twelve (12) month periods (each, a “Renewal Term”) (the Primary Term and Renewal Term may be each individually referred to as a “Term”).
1. Early Termination.  In the event you wish to terminate this Agreement prior to the expiration of the then-current Term, you will be charged an early termination fee equal to twelve times (12x) your highest billing month prior to the date of cancelling.   You understand and agree that your Billing Descriptor will not be released to another provider if an amount remains unpaid on your Merchant Account.
2. Without limiting any other rights or remedies available to ResolveLab, we have the right to terminate this Agreement immediately and without notice to you, if: (i) you are in breach or default of any of your obligations under this Agreement;(ii) you voluntarily enter into proceedings in bankruptcy or insolvency, you make an assignment for the benefit of your creditors, are adjudged to be bankrupt or insolvent, a petition is filed against you under a bankruptcy law, corporate reorganization law, or any other law for the relief of debtors or similar law and such petition is not discharged within sixty (60) days after its filing, or a receiver, trustee or similar person is appointed with respect to your assets;(iii) We have not received any payment when due either under this Agreement or (iv) otherwise for any reason in its sole discretion.
3. Suspension of Services. Without limitation of its other rights, ResolveLab may suspend or terminate your access to the Services if we deem it reasonably necessary to prevent harm to the Services or our other customers’ systems, data, or property. In the event that Services are suspended pursuant to this Section, you shall continue to be charged applicable Portal Fees for the Service during any period of suspension.
4. The termination of this Agreement will not affect the survival and enforceability of any provisions of this Agreement which are expressly or impliedly intended to survive and remain in force after such termination or expiration of this Agreement.
5. You acknowledge that upon termination of this Agreement (regardless for the reason of termination), you may be precluded from receiving Verifi Services for six (6) months following termination, at the sole discretion of Verifi, Inc.
2. Limitation of Liability .
1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (INCLUDING DATA LOSS OR CORRUPTION, BUSINESS INTERRUPTION, LOST BUSINESS OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT SHALL RESOLVELAB’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY MERCHANT FOR RESLOVE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE CLAIM.
3. No action arising out of or relating to this Agreement, or ResolveLab’s obligations hereunder, regardless of form, may be brought by you more than twelve (12) months after you became aware of the facts giving rise to the cause of action.
4.  You expressly understand and agree that you shall use Prechargeback Notification Services at your own risk and hereby irrevocably release ResolveLab from any and all liability for any refunds, reversals, fraud losses or chargebacks in connection with the utilization of our Services.
1. ResolveLab does not warrant or guarantee the outcome of any individual Prechargeback Notifications.  If you receive a Prechargeback Notification and subsequently refund the transaction, ResolveLab does not guarantee that a subsequent Chargeback will be blocked.
3. Indemnification
1. You agree to indemnify and hold harmless ResolveLab and its affiliates from and against all losses, claims, damages, or other causes of any nature or kind whatsoever (including reasonable attorney’s fees) arising directly or indirectly out of third-party claims concerning:
1. Your breach of the Agreement;
2. Disclosure of ResolveLab’s Confidential Information;
3. Your use of the Service or your Data provided as part of the Service; and
4. Your negligence or intentional misconduct (including your Users, officers, employees, agents, or contractors).

1. General Provisions

1. Governing Law and Jurisdiction. This Agreement is exclusively governed by the laws of the State of Florida, USA, excluding the application of its conflict of laws rules. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in the State of Florida in any action arising out of or relating to the Agreement.
2. Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements. There are not and shall not be any oral statements, representations, warranties, undertakings, or agreements between the parties. ResolveLab may elect to change or supplement the terms of this Agreement from time to time, at its sole discretion. Within thirty (30) business days of posting changes to this Agreement, they will be binding on you. If you do not agree with the changes, you should immediately discontinue using the Service. If you continue using the Service after such thirty (30) business day period, you will be deemed to have accepted the changes to the terms of this Agreement.
3. Severability. If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth.
4. Publicity. ResolveLab shall be authorized to identify you as a customer of ResolveLab in public relations and marketing materials.
5. Force Majeure. ResolveLab will have no obligation to perform its obligations hereunder to the extent and for the period that ResolveLab is prevented from doing so by any cause beyond its reasonable control.
6. Notices sent pursuant to this Agreement will be deemed effective upon verifiable receipt.

Last updated:  August, 2023