This Payment Services Addendum (the “Addendum”) to the Services Agreement between you as an individual or the business entity or organization listed on the Application (“Customer”) and Assignr LLC, a Delaware limited liability company, (“Provider”) dated as of the date hereof (the “Agreement”) is effective as of the date of execution by Account Owner (the “Effective Date”).
The parties agree as follows:
Article I. Definitions
All capitalized terms not defined in this Addendum have the meanings given to such terms in the Agreement. The following terms shall have the following meanings when used in this Addendum:
“Account Owner Data” means data, information or material provided or submitted by Account Owner or any Administrator to Provider in the course of utilizing the Services, Payment Services and any tax records generated by Provider as a result of the IRS Reporting Services.
“Administrator” means representatives of the Account Owner who are authorized to process payments and electronically access any applicable IRS Form W-9 for their records related to payments made to End-Users and has been designated as having such access by Account Owner to Provider.
“Beneficial Owner” means, with respect to an Account Owner that is an entity, a natural person who owns 25% or more of such entity. If there are no natural persons who own 25% or more of an entity then there will not be deemed to be a Beneficial Owner.
“Controller” means a natural person who holds significant responsibilities to control, manage or direct an entity (such as CEO, CFO, General Partner, President, etc.). If Account Owner is an entity, Account Owner may have more than one Controller.
“CPII” means confidential personally identifiable information of Account Owner, Authorized Users and End-Users which is to be treated as confidential information. CPII is intended to include such items as social security numbers, but does not include information such as names, addresses, contact information, pictures, and other items which are voluntarily disclosed and/or uploaded on the unsecure portions of the website by Provider, Account Owner, Authorized Users and/or End-Users.
“End-User” means officials who have provided services following appointment by the Account Owner.
“IRS” means Internal Revenue Service.
“State Taxing Authority” means any state agency which requires reporting of payments to independent contractors for income taxing purposes.
“IRS Reporting Services” means the Services provided in this Addendum in Article III herein.
Article II. License.
2.1 Provider hereby grants, and Account Owner hereby accepts, subject to the provisions of this Addendum and the Agreement, a non-exclusive and non-assignable right to use the Payment Services provided on www.assignr.com. Such Payment Services are as defined in Section 3.1(a),
2.2. Terms of Addendum Control. In the event of any conflict between the Agreement and the Addendum, the Addendum shall control.
Article III. Payment Services and IRS Reporting Services
3.1 Payment Processing Service.
(a) Provider obligations.
Subject to the terms and conditions of this Addendum, Provider shall process and track payments made from Account Owner to End-Users for officiant services scheduled through the Services and Service Software through its third party service provider, which is currently Dwolla, Inc. (“Dwolla”), (the “Payment Services”). This third party service provider may be changed by Provider at any time and replaced with another service provider, and Account Owner and End-Users will be required to change to this third party provider and provide new account information and consent to such provider’s terms and conditions of use and privacy policy to continue to utilize these Payment Services (in such event all references herein to Dwolla shall refer to the replacement service).
Provider will store transaction related information, along with the third party service provider account numbers and tokens, but at no time does Provider have access to bank account numbers, bank account balances, or bank account transactions of Account Owner or any End-User. This will allow Provider to provide the IRS Reporting Services described herein that are subscribed to by Account Owner. Provider does not have access to any transactions outside of the Payment Services.
(b) Account Owner obligations.
Account Owner must open a “Dwolla Platform Account” provided by Dwolla, Inc. and must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. Account Owner authorizes Provider to collect and share with Dwolla the personal information of Account Owner including full name, date of birth, social security number, physical address, email address and financial information of the appropriate parties and Account Owner is responsible for the accuracy and completeness of that data. Account Owner understands that it will access and manage its Dwolla account through our website and Dwolla account notifications will be sent by us not Dwolla. Provider will provide customer support for the Dwolla account activity. Account Owner also agrees to update this information and to keep it true and accurate at all times. Account Owner accepts, and this Addendum specifically incorporates by reference, the Terms of Use and Privacy Policy and the Dwolla Terms of Service available at https://www.dwolla.com/legal/tos, and Dwolla’s Privacy Policy available at https://www.dwolla.com/legal/privacy, as they are amended, added to and deleted, from time to time.
In addition, Account Owner shall ensure that its End-Users also register with Provider on Account Owner’s account. Account Owner shall be responsible and liable for the actions of its Administrators, and End-Users, and any other persons or entities that Account Owner directly or indirectly provides access to the Payment Services.
Account Owner understands that any person given access to Account Owner’s credentials, including administrative rights as an Administrator will have access to Account Owner and End-User information. Account Owner will be responsible and liable for all activities that any person conducts using Account Owner’s account, regardless of whether or not the activity was authorized.
Provider will process payments as made by Account Owner and is not responsible for any refund of overages or handling payment disputes. Account Owner is responsible for handling any disputes it may have with any End-User. Once a transfer is started through Payment Services, it can only be cancelled only up until 5:00 pm eastern time on that same business day, if the transfer was initiated prior to 5:00pm eastern time. If a transfer is started after 5:00pm eastern time, it can be cancelled only before 5:00pm eastern time on the following business day. If a payment amount is entered incorrectly and an End-User is not paid enough, then Account Owner will be responsible for promptly transferring the remainder of the payment. If a payment amount is entered incorrectly and the End-User is overpaid, then Account Owner will have to get the overpayment back from the End-User directly or ask the End-User to send the money back via the Payment Services, and Provider shall have no obligation to coordinate or facilitate any such repayment and shall have no liability therefor. In order for the IRS Reporting Services to be accurate, any returned payment handled outside of the system will need to be manually recorded on its account by the Account Owner.
Account Owner will be responsible for ensuring that such Administrator complies with the confidentiality provisions of this Addendum, and liable for any failure to keep such information confidential.
3.2 W-9 Service
Provider will obtain W-9 forms from End-Users registered with Provider on Account Owner’s account prior to processing any payments hereunder. Provider will notify Account Owner about any transactions that cannot be processed due to failure of the End-User to register with Provider and provide the W-9 information. Account Owner’s Administrator(s) will be able to electronically access the IRS Form W-9 for their records related to payments made to End Users for officiating services.
3.3 1099 Reporting
If Account Owner has elected to purchase the IRS Reporting Services, subject to the terms and conditions of this Addendum, Provider shall provide the Account Owner with a Form 1099-NEC showing the annual payment information for each End User paid through the Payment Services during the Term. The Form 1099-NEC shall be made available electronically to Account Owner by January 31 of the next calendar year. Account Owner will also be able to add payments for the year made to said End-User through other service providers or by Account Owner directly, so that one Form 1099-NEC can be generated to report the payment information to the IRS and the End-User, provided such changes are made by December 31 of the calendar year in which such payments were made. Account Owner is responsible and liable for any changes it makes to the information contained in the Form 1099-NEC. Account Owner may also choose to have Provider provide the Form 1099-NEC reporting to one or more State Taxing Authorities by making the election on the website prior to December 31 of the calendar year in which the payments were made. 1099-NEC information is automatically transmitted to the State Taxing Authorities that participate in the combined federal/ state filing program.
3.4 Fees
Provider provides the Payment Services on a fee basis as set forth on the Pricing Schedule, including certain transaction processing fees as listed on the Pricing Schedule. When Account Owner subscribes for the Payment Services, Account Owner agrees to pay, through the payment mechanism selected by Account Owner, all amounts due and owing for such Payment Services annually in advance for the Term. In addition, processing fees as set forth in the Pricing Schedule will be assessed as applicable. In all cases, Provider retains any processing fees for each payment, regardless of whether the payment was successful or not. Account Owner agrees that Provider may collect interest at the lesser of 1.5% per month (18% per annum) or the highest amount permitted by law on any amounts not paid when due and all reasonable costs of collection, including, but not limited to, court costs and attorneys’ fees. There is no refund for Payment Services and IRS Reporting Services provided hereunder. Account Owner acknowledges that Provider shall not be responsible for any IRS Reporting Services, if fees have not been paid in full for the Term. Such fees must be paid at least thirty (30) days prior to such reporting.
3.5 Increase in Fees
Provider may from time to time increase the fees charged for its Payment Services by increasing the fees in the Pricing Schedule. The fees will not increase during the Term, but the increase in fees will become effective upon the next annual renewal of the Agreement. If Account Owner does not agree with the increase in the fees, the Account Owner should not renew the Agreement.
3.6 Term
The term of this Addendum as it relates to the Payment Services and the IRS Reporting Service shall correspond with the Term of the Agreement. This is an addendum to the Agreement and Account Owner may not utilize the Payment Services and IRS Reporting Services described herein unless Account Owner has properly executed the Agreement with Provider which is paid and not in default. This Addendum shall automatically renew if the Agreement with Account Owner is renewed, unless either party provides the other party with at least thirty (30) days advance written notice of its intent not to renew this Addendum. Upon expiration of the Term, or earlier termination, the Payment Services and the IRS Reporting Service shall terminate on the expiration date of the Term or the date of termination, and Account Owner must download the Account Owner Data prior to the expiration/ termination date in accordance with the Agreement and is responsible for its own reporting with the IRS and State Taxing Authority after such expiration/ termination.
Article IV. Confidentiality
4.1 Confidential Information
Account Owner acknowledges and agrees that End-Users will provide Provider with CPII. Account Owner shall hold the CPII of its End-Users confidential and shall not use such CPII for any purpose other than income tax reporting to the IRS and/or any State Taxing Authority. Account Owner shall not disclose an End-User’s CPII to any third party except as required for said tax reporting or as required by law. If Account Owner downloads or otherwise uses an End-User’s CPII, then Account Owner is responsible for securing the confidential transmission of such CPII. Provider is not responsible for any End-User’s CPII that is downloaded or copied from the system by Account Owner. Account Owner shall use its best efforts to prevent unauthorized access to any End-User’s CPII and shall remain responsible and liable for any unauthorized or unsecured download of such information. Account Owner shall advise all Administrators of the confidentiality obligations of this Addendum and shall remain responsible and liable for any breach by any Administrator or other representative of Account Owner who has accessed the CPII through Account Owner’s account. If Account Owner or any of its Administrators or representatives has a breach of any End-User’s CPII, then Account Owner shall be responsible for notifying End-User and any other regulatory or law enforcement authority with regard to said breach. Account Owner is forbidden to access CPII for any End-User to which it has not or will not immediately be making payments for officiating services.
In addition to the provisions of Article VI (Termination), this Addendum may also be terminated if Provider, in its reasonable opinion with the facts available to it, determines that Account Owner has provided Provider with incorrect financial information intended to mislead and/or defraud the IRS or any State Taxing Authority or Account Owner or any of its Authorized Users have intentionally, or through gross negligence, breached the confidentiality provisions contained in this Article IV (Confidentiality).
4.2 Account Owner Provided Information
Provider is not responsible for the accuracy of any information provided to it by Account Owner, including any amounts paid to End-Users or modifications made to any 1099-NEC based on payments to End-Users outside of the Payment Services. Account Owner is responsible for reviewing and affirming the payment amounts paid to each End-User prior to submitting payment through the Payment Services or prior to Provider reporting to the IRS or any State Taxing Authority.
4.3 End-User Provided Information
Provider is not responsible for the accuracy of any information provided by an End-User for any Payment Services and/or IRS Reporting Services. End-User information for Payment Services and/or IRS Reporting Services is for tax reporting only and may not be a substitute for employment verification.
4.4 User Participation
No End-User of any Payment Services and/or IRS Reporting Services is required to provide CPII to Provider for such services. Failure of End-User to participate in the Payment Services and/or IRS Reporting Services shall prevent Provider from providing those Payment Services and/or IRS Reporting Services to Account Owner for such End-User.
4.5 Security
Provider shall implement policies and procedures set forth in the Privacy Policy to protect Account Owner’s and End-User’s CPII from unauthorized access. As part of Provider’s policies and procedures, Account Owner shall use to use two- step authentication and may be required to limit the number of Authorized Users that have administrative credentials for the Payment Services and/or IRS Reporting Services.
Account Owner shall implement policies and procedures, consistent with applicable law to protect Provider’s and User’s CPII from unauthorized access by Account Owner’s principals, employees, contractors, Authorized Users, or other parties controlled by Account Owner or use of any User’s CPII outside of the tax reporting requirements.
Article V. Disclaimer of Warranties and Limitation of Liability
To the fullest extent permissible under applicable law, Provider shall not be responsible to Account Owner for the actions or omissions of third party service providers.
Any disclaimers of warranties and limitations of liability contained in the Agreement shall be applicable to this Payment Processing Addendum except as herein noted.
Article VI. Termination
Provider may, at its sole discretion, at any time and from time to time, without notice, suspend Account Owner’s right to use any of the Payment Services and/or IRS Reporting Services and/or terminate this Addendum or any of the licenses granted hereunder. Without limiting the foregoing, this Addendum may be terminated by Provider immediately, without notice, if any of the following events of default occur: (1) if Account Owner breaches the provisions of this Addendum or the Agreement, or the Terms of Use or Privacy Policy; or (2) Account Owner’s activity presents a risk to Provider or if Provider cannot verify the identity of Account Owner.
Article VII. Entire Agreement
Except as otherwise set forth herein, this Addendum, together with the Agreement, the Terms of Use and the Privacy Policy embodies the entire agreement and understanding between the Account Owner and Provider respecting the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof. No course of prior dealing between the parties and no parole or extrinsic evidence of any nature shall be used or be relevant to supplement, explain, or modify any term used herein. Any amendment hereto must be by an instrument in writing signed by each party’s duly authorized representative. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures or through Zoho Sign or HelloSign.
Last modified: August 19, 2023