Notice to User: This Payee End User Agreement (this “Agreement”) contains the terms and conditions that govern your use of the Disbursements Software and Services (as defined below and referred to as “Disbursements” in this Agreement)) and is an agreement between us and you. By either creating an account, signing in to your account, clicking “Accept,” using Disbursements, or receiving and accepting payment through Disbursements, you represent to us that you are lawfully able to enter into this Agreement and you will be considered to have accepted and agreed to its terms. We may modify this agreement in our discretion and without advance notice to you. You agree to be bound by the modified agreement and you are responsible for reviewing the most current version of the agreement before you continue to use Disbursements. This Agreement takes effect on the earlier of the date you click to “Accept” or the date you receive and accept payment through Disbursements (the “Effective Date”). You also agree to the terms and conditions of our Privacy Statement. The Privacy Statement explaining the collection and use of your information through your interaction with Disbursements can be found at https://www.tylertech.com/privacy. We may update the Privacy Statement in our discretion and without advance notice to you. You are responsible for reviewing the most current version of the applicable Privacy Statement to the extent you would like information on its terms.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES AND A WAIVER OF YOUR CLASS ACTION RIGHTS.
If you do not wish to accept the terms of this Agreement, please do not click to “Accept” them and do not use Disbursements.
- Description of Disbursements. We will provide you with the ability to receive payments from the Tyler Government Customer in a variety of methods. We may enable disbursements through additional methods as they become available and supported by us. Additional terms and fees may apply. We are not a bank and are not acting as an agent, depository, fiduciary, advisor or otherwise to you. You must establish an account on the website provided to you in order to receive payments using Disbursements. We will use intermediary banks, payments systems, and other methods to process and execute on the Delivery Instructions provided by you. You agree to be bound by applicable law, regulations, clearing house rules or other terms, conditions, rules, or procedures of any funds transfer or communications system that is used.
Regardless of whether you received access to Disbursements as part of your employment with a Tyler Government Customer, you are subject to the terms and conditions of this Agreement. You understand that we will share certain information about you with the Tyler Government Customer about your transactions and other information necessary to facilitate the use of or our provision of the services. Data sharing will be subject to Tyler’s Privacy Statement. You hereby expressly authorize us to (i) accept, rely upon, and direct and disburse payments authorized by the Tyler Government Customer to you in accordance with the Delivery Instructions provided by you; (2) collect personal information necessary to establish your account and to disclose such personal information to the applicable third-party providers to effectuate your Delivery Instructions; (3) take any other action we deem necessary to carry out Disbursements, subject to the terms of this Agreement. We are not responsible for the speed and timing of payment processing by financial institutions or systems beyond our control. We are not responsible for a partial disbursement or a failed disbursement because the method you selected to receive your payments includes any transaction limits. We are not responsible for any errors or omissions or for any actions that may or may not be taken, or fees that may be deducted, by any intermediary or related financial institution in association with any execution of Delivery Instructions, including any cancellation or rejection.
- Identity Verification. You agree that we have the right to verify and validate your identity before processing your payment. You authorize us, and our third-party providers, directly or through third parties, to make any inquiries or take any actions we consider necessary to validate your identity (or the identities of individuals who own or control your company) and verify information that you have provided to us. You agree that all information you provide to us is complete and accurate to the best of your knowledge. We may use the services of third parties to obtain information about you pursuant to this paragraph. You authorize any third party retained by us, or our third-party providers to obtain such information for this purpose.
- Verification. We may reject your payment if we do not receive appropriate authorization from the applicable ACH, Bank, Card, or other payment Network. This may also result in a delay in processing the payment.
- Payment Information and Delivery Instructions. If you fail to provide a timely, complete, accurate, authorized, or legible instruction, your payment may be delayed pending receipt from you or the Tyler Government Customer of the information necessary to issue payment. We, and our third-party providers shall not be liable for any losses or damages as a result of any such delay, non-payment, or underpayment. You agree that any error or omission in such information, including, but not limited to, incorrect account number or name, financial institution name, or other account, or routing number, or transit numbers, are your sole responsibility and liability. You must make sure that the payment information is entered by individuals authorized to execute payment instructions on your behalf.
If you, select ACH as your method of disbursement, you agree to comply with the NACHA rules and guidelines. Additionally, you authorize us to initiate credit entries to the bank account provided by you during set up and, if necessary, to initiate debit entries and adjustments for any credit entries made in error. This authorization remains in full force and effect until we have received written notification from you of its termination in such time and manner as to afford us and the financial institution a reasonable opportunity to act on it. You understand that funds may be available to you in accordance with your financial institution’s funds availability policies.
- Receiving Money and Flow of Funds. In providing Disbursements to you, you acknowledge and agree that we are your agent for purposes of Disbursement Service transaction. Subject to your compliance with this agreement, we will hold Tyler Government Customer funds until we receive the Delivery Instructions from you and will use commercially reasonable efforts to disburse payments in a timely manner. You represent and warrant that each payment you receive using Disbursements is solely a payment for your provision of bona fide goods and/or services (including charitable services) to the Tyler Government Customer. We will settle funds to the bank account or other financial account that you designate. We may reduce the amount transferred to you by the amount of fees, fines, and amounts owed to use for any reason. You affirm that you are the owner of the account you authorize us to settle funds to. You hereby designate us, and we agree to serve, as your limited agent for the sole purpose of receiving such payments on your behalf from the Tyler Government Customer. You agree that upon our receiving payment from the Tyler Government Customer, which we are also doing as an agent of the Tyler Government Customer: (a) you shall be deemed to have received payment from such Tyler Government Customer, (b) such Tyler Government Customer’s obligation to you in connection with such payment shall be satisfied in full, (c) any claim you have for such payment against such Tyler Government Customer shall be extinguished, and (d) you are obligated to deliver the applicable goods and/or services to the Tyler Government Customer, in each case regardless of whether or when we remit such payment to you. You agree to reasonably cooperate with us to ensure we act as your "agent of the payee" including, without limitation and where required by applicable law, by holding us out to the public as accepting payments for goods and services on your behalf. We will remit to you in accordance with this Agreement or apply as an offset to any obligation you may have to us, any such payments we receive on your behalf. Any receipt provided to the Tyler Government Customer shall be binding on you and shall satisfy all applicable regulatory requirements. This paragraph states the entirety of our duties as your agent for receipt of payment, and no other duties shall be implied by our Processor’s undertaking to act in that capacity. Should you receive payments from more than one Tyler Government Customer, once you elect to receive payments in one manner, you will receive all payments from Tyler Government Customers in the same manner, unless and until you select another payment method.
- Restrictions. You may not use Disbursements in any manner that constitutes excessive or abusive usage, to conduct illegal activity, threaten the security, integrity, stability, or availability of Disbursements, or in any way that is in violation of this Agreement, applicable law, regulation, Card Networks (e.g., Visa, Mastercard, American Express and Discover), or other Association Rules. You agree that you will not use Disbursements to request money for any court-ordered amounts for alimony or child support, fines payments to loan sharks, gambling debts or payments otherwise prohibited by law, including without limitation receive payments related to money laundering, fraud, scams, cryptocurrencies, pharmaceuticals or other controlled substances, illegal drugs, firearms, ammunition or other weapons, obscene or offensive activities or materials, or any other illegal activity or unlawful purpose. You may not use Disbursements in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).
You (i) must keep your passwords to Disbursements secure and confidential; (ii) are solely responsible all activity occurring under your account; (iii) must use commercially reasonable efforts to prevent unauthorized access to your account and notify us promptly of any unauthorized access; (iv) may use Disbursements only in accordance with this Agreement; and (v) shall comply with all federal, state and local laws, regulations and policies, as to your use of Disbursements , payment information, and instructions to or from us regarding the same. You agree to immediately notify us of any unauthorized use of, or any other breach of security related to, your user ID and/or password. We shall have no liability for any loss or damage arising from your failure to comply with these obligations.
- Suspension. We may refuse, condition, or suspend any payments that we believe: (i) may violate this Agreement; (ii) are unauthorized, fraudulent or illegal; (iii) expose you, us, or others to risks unacceptable to us; or (iv) as reasonably deemed by us, represent a regulatory, compliance or business risk. If we suspect or know that you are using or have used Disbursements for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your business, and transactions made through your use of Disbursements.
The actions we may take include, but are not limited to, suspending or limiting your ability to use Disbursements, refusing to process any payment, reversing a payment, holding your payments, and contacting the Tyler Government Customer to verify payments and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity. Nothing in this section shall be construed to impose any obligation on us, and we shall not be liable to you or any other party for failing to exercise our rights under this section.
When required by applicable law, we will report your activity to the appropriate federal, state, or local authorities. We have the right to withhold payments to you upon termination of this Agreement if we reasonably determine that obligations to us might arise after termination of this Agreement (such as if a payment to you is reversed or charged back) or that we may incur losses resulting from credit, fraud, or other legal risks associated with you or your account. If we exercise our right to withhold a payment for any reason, we will work with the Tyler Government Customer to communicate the general reason for withholding the payment and give you a timeline for releasing the funds and any necessary steps you are required to take. We also reserve the right to suspend or terminate your use of Disbursements if we believe that you are using Disbursements in a manner that exposes us or our third-party providers to liability, reputational harm or brand damage.
- Cancellation and Correction. Once we issue payment, you may not cancel or change the Delivery Instructions and we are not liable for incorrect payments. If you wish to cancel or amend the Delivery Instructions, we shall use commercially reasonable efforts to allow you to do so. There is no assurance that we will be able to cancel or amend a payment. You shall indemnify and hold us and its representatives harmless for any and all losses, damages, claims, and/or suits incurred by us and our representatives in attempting to cancel or amend a payment, whether or not ultimately successful.
- Fees. Currently, there is no enrollment cost or monthly maintenance cost charged to maintain your account. However, you acknowledge that we reserve the right to change the fee structure at any time. We may charge fees for certain transactions on your account, for example, fees for check issuances, ACH returns, account inactivity, etc. You agree and acknowledge that you will agree to the relevant fees for the selected Disbursement Service before providing the Delivery Instructions and you hereby authorize us to deduct any such fees from any payment sent to you or your account balance. All fees payable under this Agreement are exclusive of any legally applicable value added tax or similar sales or turnover tax in any relevant jurisdiction. No interest is paid by us to you on any funds held by us on your behalf. See the below list for some of the fees applicable to your account. This list is not all inclusive and additional fees may be charged and accepted by you on a transactional basis if elected by you:
- Monthly Account Inactivity Fee (Starting at 13 months following no activity): $5.00
- Interest. You understand and agree that you will not receive any interest or other earnings on the balance shown on your account. You agree that you waive and/or assign to us any ownership rights that you may have in any interest or earnings that may accrue on the funds held by us. We may invest those funds in liquid investments in accordance with state money transmitter laws. You will not receive any interest or other return on the funds held with us and we own the interest or other earnings on such investments, if any.
- Right of Set-off. We may, without prior notice, deduct any amount you owe to us against any other amount we owe to you. You are liable for all claims, expenses, fines and liabilities we incur arising out of: (i) a chargeback, refund, over-payment, payment error, or other invalid payment you cause; (ii) any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and (iii) any losses resulting from your failure to comply with the terms of this Agreement, or your usage of Disbursements. You acknowledge and agree that we are not obliged to net your payments for such purposes but that we may do so in its sole discretion.
- Consent to Emails and Automated Text Messages. If you provide us with an email address and/;or mobile phone number, you warrant that are the owner of the email address, the U.S. mobile phone number, and/or other alias you enrolled, or that you have the delegated legal authority to act on behalf of the owner of that email address, mobile phone number, and/or other alias to send or receive money as described in this Agreement. You consent to the receipt of emails or text messages from us, our third-party providers, or Tyler Government Customer. You agree that we may use automatic telephone dialing systems in connection with calling or text messages sent to any mobile phone number you enroll. You further acknowledge and agree: (i) you are responsible for any fees or other charges that your wireless carrier may charge for any related data, text, or other message services, including without limitation for short message service. Message and Data rates may apply; and (ii) you will immediately notify us if any mobile phone number or email address you have is surrendered or changed.
- Taxes. You are obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on Disbursements provided under this Agreement. If you are tax-exempt, you may be asked to provide us with an original certificate, or other evidence of tax exemption, that satisfies applicable legal requirements attesting to your tax-exempt status. We may send documents to you and tax authorities for transactions processed using Disbursements. Specifically, pursuant to applicable Law (including the Internal Revenue Code), we may be required to file periodic informational return with taxing authorities in relation to your use of Disbursements. Any fees charged by us are exclusive of any applicable taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of Disbursements; and (ii) assessing, collecting, reporting, and remitting taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such taxes from amounts otherwise owed and pay them to the appropriate taxing authority.
- Unclaimed Funds. If we are unable to transfer your payment to you and we are unable to contact you, and you do not claim this payment within a reasonable time, then we will return the funds to the Tyler Government Customer.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED $100. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY.
- DISCLAIMER. DISBURSEMENTS IS PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE WE TAKE REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE DISBURSEMENTS, WE DO NOT GUARANTEE THAT DISBURSEMENTS SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND THAT DISBURSEMENTS MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. WE FURTHER DISCLAIM ALL LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR USE OF THE AP AUTOMAITON SERVICES.
We further disclaim any liability for the provision of goods or services that you sold to the Tyler Government Customer as part of your use of Disbursements, and any obligations you may owe to the Tyler Government Customer. We are not responsible for any amounts owed to you by the Tyler Government Customer(s), including amounts for payment transactions that were authorized by the issuer or provider of the payment method but that were subsequently rejected or reversed.
- Disputes. If you have any questions about the invoiced amount, or the disbursed amount, you should contact the government customer directly. For any claim or controversy arising out of or relating to this Agreement, or any breach thereof, please contact legal@tylertech.com and/or send notice to Tyler Technologies, Inc., One Tyler Drive, Yarmouth, ME 04096, Attention: Chief Legal Officer. Attention: Legal Department at and we will attempt in good faith to resolve the claim, or we can agree to engage in mediation. Each party agrees to pay for its own expenses in engaging in mediation. Any claim, dispute, or controversy that cannot be resolved through mediation within thirty (30) days will be settled by arbitration as set forth below.
- Arbitration.Except for claims or controversies for which we may pursue injunctive relief, any claim, dispute, or controversy arising out of or relating to Disbursements, this Agreement, or the breach, termination, enforcement, interpretation, or validity of this Agreement, will be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator. Payment of all filing, administration, and arbitrator fees will be governed by AAA’s applicable rules. The arbitrator’s decision shall be controlled by this Agreement and any other agreements referenced herein. Unless we each agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence. If the claim or controversy is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If the claim or controversy exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the award of the arbitrator shall be accompanied by a statement of the reasons upon which the award is based. You understand that, in the absence of this provision, you would have had a right to litigate disputes through a court, including the right to litigate claims on a class-wide or class-action basis, and that You have expressly and knowingly waived those rights and agreed to resolve any disputes through binding arbitration in accordance with the provisions of this paragraph.
- Limitation on Time to File. YOU AGREE THAT IF YOU DO NOT FILE A DEMAND TO ARBITRATE A DISPUTE WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Arbitration on an Individual Basis Only; Class Arbitration Waiver. YOU AGREE THAT, BY ACCEPTING THIS AGREEMENT, WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION. WE EACH AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS AND AGREE THAT THESE TERMS OF USE DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS END USER AGREEMENT IS EVIDENCE A TRANSACTION IN INTERSTATE COMMERCE, AND THUS THE FEDERAL ARBITRATION ACT (“FAA”) GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. IF FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION AGAINST EACH OTHER.
- Applicable Law. Although Disbursements is accessible over the Internet and therefore available worldwide, AP Automation Disbursements and their content are intended for residents of the United States only. If you choose to access Disbursements from locations outside the United States, such conduct is at your own risk and subject to the laws of the United States of America, which may differ from privacy laws in your state or home country, and you are responsible for compliance with any local laws and regulations. Nothing in Disbursements should be interpreted as a promotion or solicitation for any product of any nature that is not authorized by the laws and regulations of the country where you are located. You agree that the laws of the State of Texas, without giving effect to any principles of conflicts of law, govern this Agreement and any dispute of any sort that may arise between you and us or any of our affiliates. We each acknowledge that this End User Agreement is evidence a transaction involving interstate commerce. Notwithstanding the foregoing paragraph with respect to applicable substantive law, any arbitration conducted pursuant to these Terms of Use shall be governed by the FAA, 9 U.S.C. §§ 1-16.
- Conflict. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the code of procedure established by the AAA, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein.
- Injunctive Relief. Notwithstanding anything to the contrary, we retain the right to seek injunctive relief if you use Disbursements in violation of the access rights or the restrictions on use, infringe upon or misappropriate our intellectual property rights, or breach your obligation to maintain the confidentiality of our confidential or proprietary information made available to you through Disbursements.
- Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
- No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement.
- Entire Agreement; Severability. This Agreement constitutes the entire agreement between you and us. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this Agreement is effective unless each party signs it. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
- No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
- Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States or the laws of the State of Texas, without regard to its rules on conflicts of law.
- Questions. For any questions or complaints regarding the money transmission service which has been provided by NIC Services, LLC (NIC Payment Solutions in Hawaii, New Jersey & Wisconsin) dba Tyler Payments Services, and affiliate of Tyler Technologies, Inc., call (888) 853-0663 or visit tylertech.com/cpi. For more information regarding money transmitter licensing and consumer notices, visit tylertech.com/mtd.