Merchant Services Terms

Bluevine Inc. Merchant Services Agreement

Effective March 19, 2025

This Merchant Services Agreement, which is entered into by you (“you” or the “Merchant”) and Bluevine Inc. (“Bluevine,” “we” or “our”), sets forth the terms and conditions under which Bluevine and its third-party payment processing partner, Stripe, Inc. (“Payment Processor”) offer services through which you can receive payments made by your Customers (“Customers”) in exchange for goods and services you provide  (as further described in this Agreement, the “Program”) and governs the technology services that we provide you with respect to your participation in the Program (the “Services”). 

1. This Agreement

This Merchant Services Agreement, in addition to the terms and agreement between you and the Payment Processor, applicable to the Payment Processor’s provision of payment processing services to you in connection with the Program (“Processor Terms”) govern your participation in the Program and your merchant account with Bluevine (“Merchant Account”). 

By clicking or tapping “Apply now” or otherwise acknowledging your consent electronically, you agree to enter into and be bound by the terms and conditions of this Merchant Services Agreement.  You likewise accept and agree to be bound by all of the terms and conditions contained and expressly referenced in this Merchant Services Agreement, including Bluevine’s Registration Terms and Privacy Policy as well as all applicable appendices, schedules, exhibits and attachments.  

This Merchant Services Agreement contains provisions that govern the resolution of all claims between you and Bluevine, including an agreement and obligation to arbitrate disputes. The arbitration clause requires you to submit claims that you may have against Bluevine to binding arbitration and to waive your rights to class-action proceedings.

Definitions

For the purposes of this Merchant Services Agreement, the definitions contained in this section or defined within the body of the Agreement apply to capitalized words contained within, unless the context otherwise requires.

“Authorized Deductions” means (a) any refunds to a Customer processed by the Payment Processor at your request; (b) any Chargebacks and/or indemnity claims made by a Customer; and (c) any Failures.

“Bankholder” means a Customer authorized to use a bank account for a Bank Payment.

“Card” means a Visa, Mastercard, American Express, or Discover credit card, debit card, or mobile wallet payments.  

“Card-Not-Present Transaction” means the Card was not electronically read (e.g. a mail order, telephone order, e-commerce order, internet order, manual keypad entry or other transaction that is not a Card-Present Transaction).

“Card-Present Transaction” means a Transaction in which the Card is physically processed through a terminal, register or other device, capturing the Card information encoded on the magnetic strip or chip.

“Cardholder” means a person authorized to use a Card.

“Chargeback” means a Transaction that the Payment Processor returns to you. 

“Failures” means any collections attempted from Customers by the Payment Processor, on your behalf, that do not result in a successful Transaction, or that are initially successful but are later reversed by the Bankholder’s bank or other financial institution.

“Bluevine Dashboard” means the proprietary web-based interface provided by Bluevine to you, through which you may access and manage your Merchant Account, view and generate reports, manage Transactions, and configure settings and preferences related to the Services. The Bluevine Dashboard serves as your central hub for the administration and oversight of your interactions with Bluevine’s platform and the Services.

“Issuer” means an Association member that issued a Card to a Cardholder.

“Transaction” means a payment transaction request initiated via Bluevine and technology through which Bluevine is directed to capture funds for or from a payer’s associated account with respect to a payment from a Customer to you, and includes the authorization, settlement and if applicable, disputes, refunds and reversals with respect to that payment transaction request.

2. Merchant Account Requirements

  1. You or your business must have a valid tax identification number, and you must be at least the age of majority in the jurisdiction where you reside and the jurisdiction from which you use the Services.
  2. To access and use the Services, you must have a Bluevine Business Checking Account.
  3. To access and use the Service, you must also open an account with Stripe.
  4. You agree that you will keep your contact information correct, accurate and complete by updating the information stored in the Bluevine Dashboard or by submitting a support ticket, and that you will contact Bluevine if there are any material changes to your contact information or other information about your business, including your business activities, your representatives, beneficial owners, principals, PCI Requirements compliance status, or any other pertinent information. We may suspend your participation in the Services or terminate this Merchant Services Agreement if you fail to keep this information current.
  5. Except where prohibited in this Merchant Services Agreement or by Applicable Law, we reserve the right to modify, suspend, or cancel a Merchant Account or the Services or any part thereof for any reason, without notice and at any time.
  6. You acknowledge and agree that Bluevine will use the Bluevine Dashboard and email address you provide as the primary methods of communicating with you.
  7. You also agree that we can provide any notices (including legal notices) regarding the Services to you through Bluevine’s website, through the Bluevine Dashboard or via email or regular mail. You agree that any notice sent via electronic means has the same legal effect as a physical copy. You agree that such notices may contain urgent or time-sensitive information and to review all such notices within 48 hours. You may withdraw this consent by closing your Merchant Account as described later in these Merchant Services Agreement and discontinuing your use of the Services.
  8. You are responsible for keeping secure and not sharing your username, password, account PIN, two-factor authentications, and any API Tokens (collectively your “Login Information“). Bluevine cannot and will not be liable for any loss or damage from any failure by you to protect your Login Information.
  9. You authorize us to send Text/SMS messages or emails for the purposes of verifying your identity through two-factor authentication related to your Login Information. Data or messaging charges may apply to such messages or emails.
  10. Any breach or violation of the Merchant Services Agreement, as determined in Bluevine’s sole discretion, may result in an immediate termination of your participation in the Services.

3.  Payment Processing Services

As Bluevine does not process payments or hold third-party funds, the Payment Processor is solely responsible for processing payments made to you under the Program.  The Services subject to this Agreement are limited to Bluevine’s provision of the Bluevine platform, and certain technology services designed to enable access to the payment processing services provided by the Payment Processor, including the ability to create and send a Payment Link  to your Customers.  For avoidance of doubt, Bluevine has no responsibility to you for the services provided by the Payment Processor, which are solely subject to the Payment Processor Terms and not this Merchant Services Agreement.

4.  Services Activation

  1. Subject to Section 2.2, the person signing up for the Services will be the contracting party (the “Account Owner”) for the purposes of the Merchant Services Agreement and will be the person who is authorized to use any corresponding Merchant Account and Login Information Bluevine may provide in connection with the Services. You are responsible for ensuring that the name of the Account Owner (including the legal name of the company that owns and operates the business, if applicable) is clearly visible on its website.
  2. If you are signing up for the Services on behalf of a business entity, or your employer or principal, then you represent and warrant that you have the authority to bind that business entity, employer or principal to the Merchant Services Agreement.
  3. At any time during the term of this Merchant Services Agreement and your use of the Services, we may require additional information or documentation in relation to you for the purpose of
    1. verifying your identity or other information you provide; or
    2. assessing risk.
  4. You also authorize us to obtain information about you from third parties, such as credit reporting agencies and information bureaus, and you authorize and direct those third parties to assemble and provide us with the information we request. For additional information about how we collect and use your personal information, please refer to our Privacy Policy.

5. Use of the Services

  1. The Services are available for use only by businesses and sole proprietors with legal and legitimate commercial enterprises or endeavors. For the avoidance of doubt, the Services are available for use only by businesses and sole proprietors with Bluevine Business Checking Accounts.
  2. You may only use the Services to engage in legitimate commercial transactions with your Customers for payment for goods sold and/or leased, or services provided to the Customer, by you. The Services may not be used to conduct personal or non-commercial transactions, to send money to others, or for any other purpose prohibited by this Merchant Services Agreement.
  3. You acknowledge that you know your Customers best, and that it is your responsibility to manage your relationship with them. Bluevine is not responsible for any of your products or services, or for any of your communications with your customers. You agree that Bluevine has no way of knowing if a particular Transaction for which you use the Services is accurate, and that you are responsible for knowing if a Transaction is erroneous, suspicious or fraudulent and that you are solely responsible for any losses related to your Transactions. You agree that the determination to proceed with a Transaction is your responsibility.
  4. You agree that Bluevine may, in its sole discretion, suspend, refuse or condition any Transaction that we believe may be in breach of any agreement you have with us, or that exposes you, us or any other party to unacceptable risk.
  5. If we suspect that you may be using the Services for unauthorized or illegal purposes, we may share any information related to such use of the Services with any appropriate financial authority, law enforcement authority or regulatory authority in accordance with our legal obligations.

6. Fees

  1. You agree to pay all fees set forth in this Section in connection with the Services.
  2. Bluevine reserves the right to modify any rates, fees, and charges detailed in this Merchant Services Agreement. You will receive reasonable notice for changes to rates, fees, and charges, which are generally associated with payment processing services. Your continued use of the Services after the notice period constitutes your acceptance of the new rates, charges, or terms (if applicable).

Transaction Fees

Card/Wallet (per transaction)2.9% + $0.60
ACH Direct Debit (per transaction)1%

7. Taxes

  1. You agree that you are solely responsible
    1. For determining what, if any, taxes, fees or other charges (“Taxes“) imposed by any governmental authority are applicable to your Transactions, and
    2. For collecting, calculating, assessing, reporting and remitting any Taxes to the appropriate governmental authority.
  2. You acknowledge that we are neither obligated nor able to determine the applicability of any Taxes, or to calculate, collect, report or remit any Taxes to any governmental authority. In some circumstances, we may withhold any amount we deem appropriate to cover such Taxes if we cannot validate any tax-related information you provide to us.
  3. We may send documents to you and tax authorities for Transactions processed using the Services. Specifically, we may be required to file periodic informational returns with taxing authorities in relation to your use of the Services. You acknowledge that we will report the total amount of payments you receive each calendar year as required by the Internal Revenue Service.
  4. We also may, but are not obliged to, electronically send you tax-related information including, but not limited to, a Form 1099-K. You understand that this consent is required for us to provide the Services and applies until the end of any tax year in which you use the Services.

8. General Conditions

  1. You acknowledge and agree that Bluevine may amend this Merchant Services Agreement at any time by posting the amended version on Bluevine’s website, available at http://www.bluevine.com/merchant-services -terms.
  2. You acknowledge and agree that any amendments to the Merchant Services Agreement are effective as of the date of posting. Your continued use of the Services after the amended Merchant Services Agreement is posted to Bluevine’s website constitutes your agreement to, and acceptance of, the amended Merchant Services Agreement. If you do not agree to the amended Merchant Services Agreement, do not continue to use the Services.
  3. You are solely responsible for reconciling your Transactions with your accounts and actual bank transactions.
  4. Use of Marks. You will display prominently at your place of business, where payments are accepted for Card Present Transactions, Card emblems and other promotional material and literature as required pursuant to the Operating Rules.
  5. By accepting this Merchant Services Agreement, you represent and warrant that:
    1. you are eligible to register for and use the Services and have the authority to execute and perform the obligations required by this Merchant Services Agreement;
    2. any information you provide us about your business, products, or services is accurate and complete;
    3. that, if agreeing to this Merchant Services Agreement on behalf of a corporation or other business entity, you have authority to bind the corporation or business entity;
    4. that you have obtained all necessary regulatory approvals, certificates and licenses to provide any goods or services you intend to offer and that you are in compliance with all Applicable Laws;
    5. each transaction is genuine and arises from a bona fide commercial transaction, permissible under the Operating Rules and Applicable Law, directly between you and your Customer;
    6. each transaction represents a valid obligation for the amount shown on the sales draft, receipt, or invoice (or its equivalent) and does not involve the use of a Card for any other purpose;
    7. each Transaction represents an obligation of the related Customer for the amount of the Transaction;
    8. the amount charged for each Transaction is not subject to any dispute, set off or counterclaim, or has been previously subject to a Chargeback;
    9. each Transaction amount is only for respective goods or services (including taxes) sold and/or leased to a Customer by you and, except for any delayed delivery or advanced deposit transactions expressly authorized by this Merchant Services Agreement, that merchandise or service was actually delivered to or performed for the Customer entering into that transaction simultaneously upon your accepting and submitting that transaction for processing;
    10. with respect to each Transaction, you have no knowledge or notice of any fact, circumstance, or defense which would indicate that such transaction is fraudulent or not authorized by the related Customer or which would otherwise impair the validity or collectability of that Customer’s obligation arising from that transaction or relieve that Customer from liability with respect thereto;
    11. each Transaction is made in accordance with this Merchant Services Agreement and Applicable Law;
    12. you will not use the Services for household purposes or peer-to-peer money transmission or remittance, or (except in the normal course of business) intercompany Transactions; and
    13. you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Services.
  6. Bluevine will make reasonable efforts to keep the Services operational except for any unavailability caused by:
    1. planned downtime
    2. system outages; or
    3. circumstances beyond Bluevine’s control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, pandemics, or other labor problems or internet service provider failures or delays.
  7. You acknowledge and agree that: Bluevine is not a bank, financial institution, or other financial institution. 
  8. You will comply with all Applicable Laws, rules and regulations in your use of the Services. You may not use the Services for any illegal, fraudulent or unauthorized purpose nor may you, in the use of the Services, violate any Applicable Laws. 
  9. You acknowledge that in order to provide the Services to you, Bluevine must enter into agreements with third parties. You are not a third-party beneficiary to these agreements.

9. Your Obligations, Restrictions, and Requirements

  1. You shall comply with the Associations’ operating rules (“Operating Rules“), including the Visa Rules and Regulations, the Mastercard Rules, the American Express Merchant Operating Guide, and the Discover Network Rules, the rules of NACHA (for Interac, debit, or ACH) and all applicable local, state, and federal laws, rules, and regulations (“Applicable Laws“). The Operating Rules are available directly from the Associations or on their websites, such as http://www.usa.visa.com/merchants and https://www.mastercard.ca/en-ca/business/overview/get-support/rules.html, as updated from time to time. Without limiting the foregoing, you agree that you will fully comply with any and all confidentiality and security requirements that the Associations require, including the Visa Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations. Should any portion of the Operating Rules not be publicly available or otherwise made available to you, such unavailability shall not alter or limit your obligation to comply with the Operating Rules. Notwithstanding Bluevine’s assistance in understanding the Operating Rules, you expressly acknowledge and agree that you are assuming the risk of your compliance with all provisions of the Operating Rules, regardless of whether you have possession of those provisions. Both Mastercard and VISA make excerpts of their respective Operating Rules available on their websites. You agree that you will not take any action that could interfere with or prevent the Associations from exercising their rights. In the event of any inconsistency between any provisions hereof and the Operating Rules, the Operating Rules will govern to the fullest extent possible under Applicable Laws.
  2. Fair Practices. You will honor a Card by accepting it for payment. You will not engage in any acceptance practice or procedure that discriminates against, or discourages the use of, any particular card type in favor of any competing card brand. You understand and agree that you are expressly prohibited from presenting sales transactions for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. For all Cards issued by U.S. Issuers, you will honor all cards within the card types elected and approved in accordance with this Merchant Services Agreement. You acknowledge that no party will acquire any right, title, or interest in or to the marks of any Associations. You will not assign to any third party any of the rights to use the marks of any Associations.
  3. Timing of Transactions. You shall not submit a Transaction until you have performed your obligations to the Customer in connection with the Transaction. You must not perform a Transaction that you know or should have known to be fraudulent or not authorized by the Customer. You are responsible for all actions or omissions of your employees, agents and secondary users. You may only submit a Transaction for a prepayment of services, a future event or booking, or of custom-ordered merchandise, manufactured to a Customer’s specifications, if you advise the Customer of the immediate billing at the time of the Transaction and within time limits established by the Operating Rules. If you accept payment for products or services (including bookings or future events) that will not be provided until a future date (a “Prepayment Transaction“) we may, in our sole discretion, hold Reserves for all or a portion of the Prepayment Transaction.
  4. Identify Yourself. In interactions with Customers, you will prominently and unequivocally inform the Cardholder of your identity (or the identity of your business entity) at all points of interaction so that the Customer can readily distinguish your business from any other party, such as one of your suppliers of products or services, including Bluevine. Further, you must ensure that the Customer understands that you (or your business entity) is responsible for the Transaction, including delivery of the products (whether physical or digital) or provision of the services that are the subject of the Transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the Transaction.
  5. Bank Account. You shall open and maintain a Bluevine Business Checking Account (the “Bank Account”) in order to use the Services, and use such Bank Account to receive settlement funds arising out of Transactions. You authorize Bluevine to debit fees and charges from the Bank Account either daily, monthly or at other times deemed appropriate by Bluevine.
  6. Maintenance of the Bank Account. You shall maintain the Bank Account throughout the term of these Merchant Services Agreement, including any extensions or renewals thereof. You shall, at all times, maintain sufficient funds in the Bank Account to ensure that any and all fees, charges, and costs provided for under the Merchant Services Agreement are paid, including any Chargeback amounts or Reserve requirements set by Bluevine in accordance with this Merchant Services Agreement. You agree to deposit funds into the Bank Account as required in order to ensure that sufficient funds are maintained in the Bank Account at all times.
  7. Adjustments and Returns. You will maintain a fair exchange and return policy and make adjustments with respect to goods and services sold or leased to your Customers whenever appropriate. In the event that goods are returned, or any services are discounted, written off, or canceled, or any price is adjusted on a Transaction, you will prepare and transmit a credit or return Transaction electronically, for the amount of the adjustment as a deduction from the total amount of sales drafts transmitted that day. In the event the amount of credit or return transactions exceeded the amount of sales draft transactions, Bluevine may deduct the excess from the Bank Account. You shall make no cash refunds on Transactions, including ACH Transactions, and shall handle all credit adjustments as provided in this Section. Sales drafts for any Transaction for which no refund or return will be given must be conspicuously marked as a “final sale” and “no returns” on the customer’s copy of the sales draft at the time of the Transaction. You must follow Visa, Mastercard, American Express, and Discover Network reservation/no-show policies and incorporate them into your own documented reservation/no-show policies (if applicable). You must notify Cardholders in writing of these policies on all advance reservations (if applicable). The Cardholder must be notified of the exact number of days required for reservation deposit refunds. If you fail to follow the Visa, Mastercard, and Discover Network reservation/no-show policies you may receive a Chargeback to your Bank Account.
  8. Investigations. In certain circumstances, a Transaction may need to be investigated. In such circumstances, you agree to assist Bluevine in such investigation and will provide a transaction report and any other supporting documentation to Bluevine in a timely manner upon Bluevine’s request. You must notify Bluevine as soon as reasonably possible if you become aware of any fraudulent or other illegal activity on the part of a Customer (including, without limitation, money laundering or terrorist financing) by emailing us at support@bluevine.com.
  9. Customer Complaints. You shall respond promptly to inquiries from Customers and shall resolve any disputes amicably. The Associations monitor your Transactions, and, in accordance with the Operating Rules, the Associations may charge penalties to you if certain types of Transaction activity exceed certain thresholds. Bluevine reserves the right to charge you reasonable fees (in addition to any applicable Association fees, penalties or charges) on account of excessive Customer inquiries, refunds, or Chargebacks. You agree to maintain the following information in writing with respect to each claim or defense asserted by a Cardholder for which you have received notice:
    1. The Customer’s name;
    2. A unique confirmation number, transaction sequence number, or other identifier that you can use to reference the transaction in subsequent communications with Bluevine;
    3. The date and time the Customer asserted the claim or defense;
    4. The nature of the claim or defense; and
    5. The steps that you took in an attempt to resolve the dispute.
  10. Upon request, you shall furnish Bluevine with this information in writing within ten (10) days.
  11. Compliance. You are solely responsible for the goods or services that you may sell or lease to Customers, including compliance of such goods and services with Applicable Laws.
  12. Other Restrictions. You will not store or transmit infringing, libelous, or otherwise unlawful or tortious material, or store or transmit material in violation of third-party rights; store or transmit malicious code, or send spam; interfere with or disrupt the integrity or performance of the Services; attempt to gain unauthorized access to the Service; permit access to or use of the Services in a way that circumvents a contractual service limit, or use the Services to access or use Bluevine intellectual property except as permitted under this Merchant Services Agreement; copy the Services or any part, feature, function or user interface of the Service; frame or mirror any part of the Services; access or use the Services in order to build a competitive product or service or to benchmark the Services with a competing product or service; or reverse engineer the Services or any software used to provide the Services (to the extent such restriction is permitted by Applicable Laws). If you intentionally violate these restrictions, or use the Services in breach of this Merchant Services Agreement in a way that, in our judgement, imminently threatens the security, integrity or availability of the Services, we may immediately suspend your use of the Services.

10. Bluevine’s Rights

  1. Bluevine reserves the right to provide the Services to anyone and makes no promise of exclusivity.
  2. Bluevine reserves the right at any time, and from time to time, to modify or discontinue the Services (or any portion thereof) without notice. Bluevine shall not be liable to you or to any third party for any modification, price change, suspension, data loss, or discontinuance of the Service.
  3. Bluevine reserves the right to determine, in its sole judgment, rightful Merchant Account ownership and to transfer an Merchant Account to the rightful owner. In the event of an ownership dispute, Bluevine may temporarily disable a Merchant Account until the ownership dispute is resolved.
  4. In the event of a dispute regarding Account ownership, Bluevine may request documentation to resolve the dispute. You agree to provide any requested documentation within fifteen (15) days.

11. Limitation of Liability and Disclaimer of Warranties

  1. You agree to indemnify, defend and hold harmless Bluevine and (as applicable) its parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, contractors and suppliers from any claim or demand, including reasonable costs and attorney’s fees (collectively, “Claims“), made by any third party to the extent that such Claims are based on, or arise out of (a) your use of the Services or the Program; (b) your breach of the Merchant Services Agreement (including the Registration Terms and the Privacy Policy) or the Payment Processor Terms; (c) your gross negligence or willful misconduct; (d) the performance, non-performance, or improper performance of your products and services or any other dispute involving a Customer, or (e) your violation of any Applicable Law or the rights of a third party. In addition, you agree to indemnify and hold Bluevine harmless from any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees and costs arising out of any of the following:
    1. Card-Present Transactions using the Card’s magnetic strip;
    2. Card-Not-Present Transactions;
    3. Bank Payments;
    4. Unauthorized Transactions; or
    5. Prohibited Transactions.
  2. You shall further indemnify Bluevine against any losses, costs, claims, damages and expenses suffered or incurred by us as a result of or in connection with any failure by you to obtain all consents and authorizations from Customers, or to provide Customers or Bluevine with any information necessary for the lawful processing of Payment Orders. You shall also indemnify Bluevine in respect of any amounts and costs incurred as a result of any: (i) Chargeback, claim or refund (fraudulent or otherwise) initiated by a Customer and that we are obliged to make under the relevant rules; or (ii) Failures. For greater certainty, Bluevine may not claim under this indemnity where any amounts or costs incurred arise directly from our gross negligence or wilful default.
  3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty, representation or condition, express, implied or statutory. Bluevine and its officers, directors, employees, contractors and agents make no warranty, representation or condition about the accuracy, availability, completeness, suitability, or content of the Services or the Program, including the services provided by a Payment Processor.
  4. Bluevine and its officers, directors, employees, contractors and agents make no warranty, representation, or condition: (i) that the Services will meet your requirements or expectations, (ii) that your access to or use of the Services will be uninterrupted, timely, secure or error free, (iii) that any defects in the Services will be corrected, or (iv) that the Services or any server through which you access the Services is free of malicious software or other harmful components.
  5. You understand that in using the Service, sensitive information will travel through third-party infrastructure which is not under Bluevine’s control. You acknowledge that Bluevine makes no warranty with respect to such third-party infrastructure.
  6. No advice or information, whether oral or written, obtained by you from Bluevine or through or from the Services shall create any right, warranty or condition not expressly stated in the Merchant Services Agreement.
  7. Limitation of Liability and Damages.  IN ADDITION TO ANY OTHER LIMITATIONS PROVIDED IN THE MERCHANT SERVICES AGREEMENT, BLUEVINE SHALL NOT BE LIABLE TO YOU, CUSTOMERS OR ANY THIRD PARTY FOR THE SERVICES PROVIDED BY PAYMENT PROCESSOR, OR ANY ACTS OR OMISSIONS OF THE PAYMENT PROCESSOR OR THE FINANCIAL INSTITUTIONS OR OTHER THIRD PARTIES ENGAGED BY SUCH PAYMENT PROCESSOR.

    BLUEVINE, AND ANY OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS OF BLUEVINE, AND BLUEVINE’S VENDORS, RESELLERS, DISTRIBUTORS, AND OTHER CONTRACTORS, SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, AGGRAVATED, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, DIRECT OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, UNDER ANY THEORY OR CAUSE OF ACTION WHETHER IN TORT, CONTRACT OR OTHERWISE, RESULTING IN ANY WAY FROM THE USE OF, INABILITY TO USE, OR THE IMPROPER OPERATION OF THE SERVICES OR BLUEVINE’S WEBSITE (HOWEVER ARISING, INCLUDING NEGLIGENCE).

  1. BLUEVINE SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSSES OR DAMAGES TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF THIS MERCHANT SERVICES AGREEMENT OR ANY OF THE SERVICES TO BE PERFORMED BY BLUEVINE PURSUANT TO THIS MERCHANT SERVICES AGREEMENT. IN NO CASE SHALL YOU BE ENTITLED TO RECOVER DAMAGES FROM BLUEVINE THAT EXCEED THE FEES RETAINED BY BLUEVINE FROM THIS MERCHANT SERVICES AGREEMENT DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
  2. Warranty Disclaimers. YOU ACKNOWLEDGE THAT BLUEVINE HAS NOT PROVIDED ANY WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED HEREIN. SHOULD THERE BE ERRORS, OMISSIONS, INTERRUPTIONS, OR DELAYS RESULTING FROM BLUEVINE’S PERFORMANCE OR FAILURE TO PERFORM OF ANY KIND, BLUEVINE’S LIABILITY SHALL BE LIMITED TO CORRECTING SUCH ERRORS, IF COMMERCIALLY REASONABLE. YOU HEREBY ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH THE ACCEPTANCE OF CARDS AND YOU HEREBY ASSUME ALL SUCH RISKS EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. FORMS, TEMPLATES AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS,” AND AS AVAILABLE, EXCLUSIVE OF ANY WARRANTY WHATSOEVER, AND ARE USED BY YOU AT YOUR OWN RISK. WE DO NOT WARRANT THAT FORMS, TEMPLATES AND THIRD-PARTY CONTENT COMPLY WITH APPLICABLE LAWS OR YOUR LEGAL OR REGULATORY REQUIREMENTS, THAT THEY ARE ACCURATE OR CURRENT, OR THAT THEY ARE EFFECTIVE TO ACCOMPLISH THEIR APPARENT PURPOSE. YOU ACKNOWLEDGE THAT WE ARE NOT PROVIDING ANY LEGAL OR FINANCIAL ADVICE TO YOU, AND YOU AGREE TO OBTAIN YOUR OWN LEGAL AND FINANCIAL ADVICE ON ALL MATTERS RELATED TO THE SERVICES, FORMS, TEMPLATES, AND THIRD-PARTY CONTENT.

12. Data and Security

  1. Privacy. Bluevine’s Privacy Policy is incorporated by reference into this Merchant Services Agreement.
  2. Security. Bluevine is responsible for protecting the security of Information in our possession. We maintain commercially reasonable administrative, technical, and physical procedures to protect Information stored in our servers from unauthorized access, accidental loss, modification, or breach. We comply with related Applicable Laws and Operating Rules when we handle Information. However, no security system is perfect, and we cannot guarantee that unauthorized parties will not access or misuse any information in our possession. You understand that any security measures we provide may not be sufficient for your business, and you agree to implement additional controls that meet your specific requirements. At any time, we may take any action, including suspension of your Merchant Account, to maintain the integrity and security of the Services or Information, or to prevent harm to you, us, or any third party. YOU WAIVE ANY RIGHT TO MAKE A CLAIM AGAINST US FOR LOSSES YOU INCUR THAT MAY RESULT FROM SUCH ACTIONS TAKEN BY BLUEVINE FOR INTEGRITY SECURITY REASONS.
  3. You agree that you are solely responsible for the security of any Information on your website, or otherwise in your possession. You will comply with Applicable Laws and Operating Rules when handling or maintaining Information. You will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend transactions on your Merchant Account or terminate this Merchant Services Agreement.
  4. We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls“). You agree to review the Security Controls and the documentation that we provide to you, and to select the Security Controls that meet your business requirements. If you believe that the Security Controls are insufficient, then you agree to separately implement additional controls that meet your requirements.
  5. If we believe that a security breach, leak, loss, or compromise of Information has occurred on your systems, website, or app affecting your compliance with this Merchant Services Agreement, we may require you to permit a third-party auditor approved by us, and at your expense, to conduct a security audit of your systems and facilities. The auditor will issue a report to us and our Financial Services Providers.
  6. You will immediately notify us of any suspected, alleged, or confirmed compromised data (“Compromised Data Event“), regardless of the source, including a Compromised Data Event of any of your third-party service providers, by emailing support@bluevine.com. We may engage a forensic vendor approved by an association to investigate a Compromised Data Event, and you agree to cooperate with such a forensic vendor so that it may immediately conduct an examination of your equipment, systems, and your third-party service providers’ procedures and records to enable it to issue a written report of its findings. You agree that upon your suspected or actual discovery of a Compromised Data Event, you will not alter or destroy any related records. You agree to maintain complete and accurate documentation regarding any modifications made to the records. You will share with us and our service providers information related to your or any Associations’ investigation related to any actual or suspected Compromised Data Event (including, but not limited to, forensic reports and systems audits), and we and our service providers may share that information with Associations. Upon notice to you, we or our service providers, or the respective representatives of each may conduct remote electronic scans of your systems to confirm compliance with the requirements of the Operating Rules and Applicable Laws. You must promptly cooperate with any such parties to facilitate the scans.
  7. Payment Card Industry Compliance. If you use the Services to accept Transactions, you must comply with the Payment Card Industry Data Security Standards (“PCI-DSS“) and, if applicable to your business, the Payment Application Data Security Standards (“PA-DSS“) (collectively, the “PCI Requirements“). The specific steps you will need to take to comply with the PCI Requirements will depend on your business and your use of the Service. Additional information regarding PCI compliance in relation to your use of the Services is available through the Bluevine Dashboard and documentation provided by us. You agree to provide us with evidence demonstrating your compliance with the PCI Requirements not less than annually. If you store, hold and maintain “Account Data“, as defined by the PCI Requirements (including Customer card account number or expiration date), you further agree that you will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data. You further agree to never store any “Sensitive Authentication Data”, as defined by the PCI Requirements (such as CVC or CVV2 data), at any time. You can find information about the PCI Requirements on the PCI Council’s website: https://www.pcisecuritystandards.org/.

13. Intellectual Property

  1. Ownership. As between you and Bluevine, you agree that Bluevine owns all right, title and interest in the Services and the Bluevine Marks including all modifications and additions to the foregoing, and all intellectual property in the foregoing (collectively, the “Bluevine IP“).
  2. Restrictions. You may not: (i) copy, modify, or reverse engineer any part of the Services or Bluevine IP (except to the extent such restriction is prohibited by Applicable Law); or (ii) rent, sell, lease, distribute or otherwise use the Services or Bluevine IP for the benefit of any third party. The names, logos or trademarks of any third-party companies and products mentioned on the Services (including, without limitation, a Third-Party Provider) may be the trademarks of their respective owners.
  3. License to Use Your Feedback. You grant us a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you.
  4. “Bluevine Marks” means any and all trade names, trademarks, service marks, logos, domain names, and any other features of the Bluevine brand, including both registered and unregistered marks. This includes, without limitation, the name “Bluevine,” the Bluevine logo, and any other symbols, designs, likenesses, phrases, or graphical elements that are associated with Bluevine and distinguish the goods or services of Bluevine from those of others.
  5. Your License to Use Bluevine Marks. Subject to the terms and conditions of this Merchant Services Agreement, Bluevine hereby grants to you a revocable, non-exclusive, non-transferable, non-sublicensable license to use the Bluevine Marks solely in connection with the marketing and promotion of the Services as permitted hereunder, and strictly in accordance with Bluevine’s branding guidelines and any other instructions provided by Bluevine from time to time. You agree not to alter, modify, or change the Bluevine Marks in any way and agree to use the Bluevine Marks without disparaging Bluevine or the Service. You acknowledge that all use of the Bluevine Marks will inure to the benefit of Bluevine and that you will not acquire any rights in the Bluevine Marks as a result of such use. Bluevine reserves the right to revoke this license at any time, at Bluevine’s sole discretion, upon written notice to you. Upon termination of these Merchant Services Agreement for any reason, or upon Bluevine’s revocation of this license, you agree to immediately cease all use of the Bluevine Marks.
  6. Confidentiality. From time to time a party to this Merchant Services Agreement (the “Discloser”) may disclose to the other party (the “Recipient”) their confidential information. A Recipient will not disclose the Confidential Information of a Discloser to third parties, except as directed by the Discloser, or, in the case of Bluevine, as required in the course of providing the Services, or as described in the Privacy Policy. “Confidential Information” includes any materials or information provided by a Discloser which is not publicly known. Confidential Information does not include information that: (i) was in the public domain at the time a Recipient received it; (ii) comes into the public domain after a Recipient received it through no fault of the Recipient; (iii) a Recipient received from someone other than the Discloser without breach of the Recipient or its confidentiality obligations; or (iv) a Recipient is required to disclose by law or court order.
  7. Subcontractors. Bluevine may use subcontractors and other third parties to perform some or all of the Services. You acknowledge and agree that Bluevine may share your Account Data with such subcontractors and third parties, solely to the extent necessary for them to perform their obligations to Bluevine in providing the Service. Bluevine will ensure that such subcontractors and third parties are bound by obligations of confidentiality and security with respect to your data.
  8. Creation and Use of Aggregated Data. Bluevine may also use your data to create aggregated and anonymized data for the purpose of improving the Services and for other lawful purposes. Aggregated and anonymized data does not include any personally identifiable information or information which could be used to identify you or your Customers.

14. Cancellation and Termination

  1. Bluevine reserves the right to terminate your participation in the Services and your Merchant Account for any reason, without notice, at any time. Some reasons that this may occur include:
    1. We determine, in our sole discretion, that your use of the Services constitutes a risk unacceptable to Bluevine;
    2. You use the Services in a manner contrary to this Merchant Services Agreement, our policies or in an otherwise prohibited manner;
    3. Non-payment of any amounts owing to us for any reason;
    4. Chargebacks in excess of Association monitoring guidelines;
    5. Your percentage of error Transactions or retrieval requests is excessive in the opinion of Bluevine;
    6. You appear on the Association Terminated Merchant File; or
    7. Applicable Law, a Payment Processor or other relevant third party, Association or Governmental Authority requires that we do so.
  2. You may terminate your Merchant Account at any time calling Bluevine’s Support team during Business Hours and following the instructions provided.
  3. Upon termination, you agree to:
    1. complete all pending Transactions;
    2. stop accepting new Transactions;
    3. remove all Bluevine or payment network logos from your website.
  4. Upon termination of your Merchant Account and/or participation in the Services,
    1. Bluevine will cease providing you with the Services and you will no longer be able to access your Merchant Account;
    2. in the event that we are unable or unwilling to make payments to you as a result of concerns relating to fraud, a Bankruptcy Petition, anti-money laundering or other regulatory or legal requirements, we may refund or otherwise return, or recommend that Customers Chargeback amounts, that have been collected from Customers by us but not paid out to you;
    3. any licenses granted to you by Bluevine under this Merchant Services Agreement will end;
    4. unless otherwise provided in the Merchant Services Agreement, you will not be entitled to any refunds of any fees, pro rata or otherwise;
    5. any amounts owed to you will be paid out in as outlined in this Merchant Account Services Agreement;
    6. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Merchant Services Agreement which existed at or before the date of termination or expiry;
    7. any outstanding amounts owed to Bluevine for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
  5. Data Retention after Cancellation. Bluevine retains information stored in your Merchant Account after you cancel your use of the Services (or in the event you have applied, but are not approved, to use the Service) pursuant to our data retention policies and procedures, which are available upon request. We retain this information to comply with our legal, regulatory and contractual obligations. For example, as a provider of payment services, Bluevine is required to comply with anti-terrorism and anti-money laundering laws and regulations, which mandate the retention of certain application data and personal information. Bluevine also retains this data to maintain and operate our fraud detection, monitoring and loss prevention efforts, and to comply with our tax, accounting, and financial reporting obligations. We retain anonymized data for business intelligence and other purposes (such as improving the quality of our services, and promoting our products) for the durations commensurate with these business activities.

15. Third-Party Services

  1. In addition to this Merchant Services Agreement, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by Bluevine’s partners or other third parties whose services interoperate with the Bluevine Services.
  2. When required by the Operating Rules, in no event shall you use a Third-Party Provider unless they are compliant with PCI and/or the PA-DSS. You acknowledge and agree that you shall cause any Third-Party Provider to complete any steps or certifications required by any Association. You shall be solely responsible for any and all applicable fees, costs, expenses and liabilities associated with such steps, registrations and certifications. You expressly agree that Bluevine shall not in any event be liable to you or any third party for any actions or inactions of any Third-Party Provider used by you, even if Bluevine introduced or recommended such Third-Party Provider.
  3. Bluevine does not provide any warranties with respect to Third-Party Services. You acknowledge that Bluevine has no control over Third-Party Services and shall not be responsible or liable to anyone in respect of any Third-Party Services. The availability of Third-Party Services on Bluevine’s website or the integration or enabling of such Third-Party Services with the Bluevine Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Bluevine. Bluevine strongly recommends that you seek expert advice before using or relying on Third-Party Services.
  4. Any exchange of Information, data or other interaction between you and a Third-Party Provider is solely between you and the Third-Party Provider. Bluevine is not responsible for any disclosure, modification or deletion of your data.
  5. Under no circumstances shall Bluevine or their officers, directors, employees, contractors and agents be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, which result from any Third-Party Services or your relationship with any Third-Party Provider.

16. General

  1. Waiver. The failure of Bluevine to exercise or enforce any right or provision of this Merchant Services Agreement shall not constitute a waiver of such right or provision. All remedies afforded by this Merchant Services Agreement for a breach hereof shall be cumulative.
  2. Entire Agreement. This Merchant Services Agreement constitutes the entire agreement between you and Bluevine and governs your use of the Services, superseding any prior agreements between you and Bluevine (including, but not limited to, any prior versions of the Merchant Services Agreement). Without limiting the foregoing, the Services may interface with third-party systems (including those of financial institutions) that are governed by their own terms and conditions, and it is your responsibility to read and comply with any such terms and conditions.
  3. Captions and Headings. Captions and headings in this Merchant Services Agreement are for convenience of reference only and are not to be considered as defining or limiting in any way the scope or intent of the provisions of this Merchant Services Agreement.
  4. Security. You agree to appoint Bluevine to execute such documents as necessary or desirable to accomplish perfection of any security interests. The appointment is coupled with an interest and shall be irrevocable as long as you owe any amount to Bluevine.
  5. Assignment. Neither you nor your successors may assign any of the rights or obligations under this Merchant Services Agreement directly or by operation of law, without the prior written consent of Bluevine which consent may be withheld for any reason, at Bluevine’s sole discretion. You agree that Bluevine may assign its rights or obligations under this Merchant Services Agreement in whole or in part at any time.
  6. Enurement. The provisions of this Merchant Services Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this Merchant Services Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this Merchant Services Agreement or any provision hereof.
  7. Independent Contractor. Nothing herein shall be interpreted to mean that either party is the employer, employee, agent or representative of the other party, or that the parties are partners for any purpose.
  8. Force Majeure. Bluevine shall be excused from performing its obligations under this Merchant Services Agreement that are prevented or delayed by any occurrence not within Bluevine ‘s control including, but not limited to, strikes or other labor matters, destruction of or damage to any building, natural disasters, accidents, war, riots, emergency conditions, interruption of transmission or communications facilities, equipment failure, or any regulation, rule, law, ordinance or order of any federal, state or local government authority. Should any provision of this Merchant Services Agreement be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that this Merchant Services Agreement shall otherwise remain in full force and effect.
  9. Construction. It is the Parties’ desire that if any provision of this Merchant Services Agreement for business to business services is determined to be ambiguous, then the rule of construction that such provision is to be construed against its drafter shall not apply to the interpretation of the provision.
  10. Attorneys’ Fees. If Bluevine takes legal action against you for any amounts due to Bluevine or if you are required to indemnify Bluevine pursuant to this Merchant Services Agreement, you shall pay reasonable costs and attorneys’ fees incurred by Bluevine whether suit is commenced or not. Attorneys’ fees are due whether or not an attorney is an employee of Bluevine, or its affiliates
  11. Survival. In the event of termination, any provision of this Merchant Services Agreement which relates to your obligations incurred or existing under this Merchant Services Agreement prior to termination shall survive the termination. In addition, any provisions of this Merchant Services Agreement that give rise to a party’s ongoing obligation will survive termination of this Merchant Services Agreement.
  12. Choice of Law. This Merchant Services Agreement and any claim relating to the Services shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to conflict of laws principles. Any dispute arising out of or related to your use of the Site will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts in California. You hereby agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule. If any term or provision of this legal notice is for any reason held to be invalid, such invalidity shall not affect any other term or provision, and this legal notice shall be interpreted as if such term or provision had never been contained in this legal notice.

17. Arbitration and Waiver of Jury Trial

This Arbitration Clause sets forth the procedures for resolving a Claim under or relating to this Agreement.  As used in this Arbitration Clause, a “Claim” is any preexisting, present or future claim, dispute, or controversy between you and us or you and Bluevine arising out of or relating directly or indirectly in any way to this Agreement.  The term “Claim” has a very broad meaning and includes, by way of example and not limitation, disputes concerning: (i) the acquisition or use, of your Merchant Account or Services;  (ii) advertisements, promotions or oral or written statements related to the Merchant Account or Services (iii) a dispute based on a federal or state statute or local ordinance; (iv) data breach or privacy claims arising from or relating directly or indirectly to the disclosure by us or Bluevine of any non-public personal information about you; and (v) the relationships between you and us arising from this Agreement or any of the foregoing. Notwithstanding the foregoing, a “Claim” does not include (i) the exercising of any self-help or non-judicial remedies by you, us, or Bluevine, meaning actions you or we can take that do not involve court action. Examples of this include (i) disputes regarding a person’s authority to act on your Merchant Account and disputes regarding ownership of funds and other legal matters dealing with “legal process” or “legal proceedings and disputes”; and (ii) obtaining provisional or ancillary remedies including, but not limited to, attachment, garnishment, interpleader or the appointment of a receiver by a court of appropriate jurisdiction. 

This Arbitration Clause provides that all Claims shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration, unless excepted or opted out in accordance with the terms below. 

By not opting out according to the terms below, you acknowledge that:

  1. YOU AND WE WILL BE BOUND BY THIS CLAUSE TO ARBITRATE ANY CLAIM IF YOU OR WE ELECT ARBITRATION, UNLESS THE CLAIM IS BROUGHT IN OR REMOVED TO SMALL-CLAIMS COURT PURSUANT TO THIS ARBITRATION CLAUSE;
  2. NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE; AND
  3. YOU AND WE WILL NOT BE ABLE TO BRING OR BE A CLASS MEMBER IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION (“Class Action Waiver”).

Arbitration: In arbitration, a neutral third-party arbitrator resolves Claims on an individual basis. Arbitrations under this Arbitration Clause will be made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. 1-16).  An arbitration of a Claim will be conducted by the American Arbitration Association (“AAA”) under its rules; if AAA cannot serve and we do not agree on an alternative arbitrator, a court with jurisdiction will select the arbitrator.  For a copy of AAA procedures, to file a Claim, or for other information about this organization, contact AAA at 120 Broadway, Floor 21, New York, NY 10271, (1-800-778-7879), www.adr.org.  Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. The arbitrator’s award shall be binding and final, except for any appeal rights under the FAA.  Judgment on the arbitration award may be entered in any court having jurisdiction.  

Alternative for Individual Claims: This Arbitration Clause does not affect your or our right to pursue individual Claims in small claims court (or your state’s equivalent court) if the court has jurisdiction over the dispute and the dispute remains in that court. If a party brings a Claim in arbitration, the other party may remove the Claim to small-claims court if the amount in controversy (exclusive of attorneys’ fees and costs if applicable law so provides) is properly within the jurisdiction of a small-claims court. The opposing party must provide notice of intent to remove to small-claims court within 30 days of receiving an arbitration demand from the other party.  In any event, if the Claim is removed, appealed or transferred from small-claims court to another court, it shall be subject to arbitration at the election of either party.

Enforceability: All disputes as to the scope, enforceability and validity of this Arbitration Clause shall be made exclusively by a court of competent jurisdiction. 

Process: Before bringing a Claim in court or in arbitration, the complaining party must give the other party written notice of the Claim. If you are the complaining party, you must send the notice in writing (and not electronically) to our Address. You or your representative must sign the notice and must explain the nature of the Claim and any supporting information, such as your account number and a contact information where you (or your representative) can be reached. If we bring a Claim, we will send a letter to you using the information we have on file for you. The receiving party will have 30 days to respond to the demand.  

Opting out: If you do not wish to be bound by this Arbitration Clause, you must mail us a signed notice within 45 calendar days after you acquire or open the Merchant Account to our Address. We will need your name, address, telephone number and account number. State that you “opt out” of arbitration. Opting out will not affect the other provisions of this Agreement. By opting out, you will have all options available under law to raise a dispute or Claim.

Survival: This Arbitration Clause shall survive: (i) termination of the Agreement by either party; (ii) the bankruptcy of any party; (iii) any transfer, sale or assignment, or any amounts owed on your account, to any other person or entity; or (iv) closing of the Merchant Account.  If any portion of this Arbitration Clause is deemed invalid or unenforceable, the remaining portions shall remain in force, except that: (A) If the Class Action Waiver is declared unenforceable in a proceeding between you and us or Bluevine with respect to a Claim that does not seek public injunctive relief, and that determination becomes final after all appeals have been exhausted, this entire Arbitration Clause (except for this sentence) shall be null and void in such proceeding; and (B) If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in this Arbitration Clause prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim, and that determination becomes final after all appeals have been exhausted, the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated.  In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court.  In no event will a Claim for class-wide or public injunctive relief be arbitrated.