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Merchant agreement

Effective as of: May 1, 2024

Most recent update: May 1, 2024

 

There are no previous versions of the Merchant Agreement.

 

Please read this Merchant Agreement (the Agreement) carefully.

 

This Agreement sets forth a legal agreement between you (you or your) and Lamp Account UAB and its affiliates (collectively, Lamp, we, or us). It applies to all the products and services offered by Lamp including on our website (the Website) and mobile and web applications (the Merchant App), merchant admin panel, and/or technology platform (collectively, the Services) to users.

 

This Agreement specifically governs accepting payments for goods or services, donations as well as other related services via Lamp or using Lamp software.

 

The Services allow you to accept payments from your customers using Lamp accounts. You can accept payments in the ways set out below.

 

In-person. You can use the Lamp Merchant App on a phone or any other digital device running iOS or Android software. You can also print out and display a QR code for your customers to scan. 

 

Online. You can install Lamp’s software to accept payments online.

 

In app. You can accept payments through the Lamp Shop via the App. Payments are effected through the App.

 

For way to accept payment, see our website: www.lampaccount.com/merchants.

 

Payments are made into your Lamp Merchant Account.

 

When you sign up for an account with Lamp, we may collect, use and provide your personal information to [ ], [ ], [ ] or other partner companies (collectively, Lamp’s Partners) to facilitate the provision of banking services. See the Privacy Policy for more details.

 

This Agreement applies when you access, interact with, sign up for or use any of the Services and is binding as of the first date you access, use, interact with or sign up for any Services. Other aspects of the Services may be covered by other terms, conditions and agreements with Lamp or third parties.

 

There is a separate agreement for customers (users). This requires them to download the Lamp app. See our the User agreement on our Website for details. 

 

THIS AGREEMENT INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO THE DISPUTE RESOLUTION SECTION BELOW FOR MORE INFORMATION. 

Acceptance of Agreement

1.0  By accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of conditions set forth in this Agreement. If you do not agree with these terms and conditions, you may not access or use the Services.

Privacy Policy

2.0  Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information. By accessing or using the Services you agree to Lamp’s Privacy Policy.

Use of the Services

3.0  You may not use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise the following:

 

  • Lamp’s Services;

  • services offered by our Partners, including our merchant partners;

  • any other party’s use and enjoyment of the Services; or

  • the services and products of any third parties including, without limitation, any device through which you access the Merchant App (the Access Device).

 

3.1  You agree to comply with all applicable laws and regulations governing the downloading, installation and/or use of the Merchant App, including, without limitation, any usage rules set forth in an online application store terms of service. 

4.0  From time to time, Lamp may automatically check the version of the Merchant App installed on the Access Device and, if applicable, provide updates for the Merchant App (the Updates). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the Merchant App. By installing the Merchant App, you authorise the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the Merchant App and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates). Lamp reserves the right to temporarily disable or permanently discontinue any and all functionality of the Merchant App at any time without notice and with no liability to you.

Lamp Merchant Account

Updates to the Merchant App

How to contact us

21.0  If you have any questions regarding Lamp, the Services, or this Agreement please email us at support@lampaccount.com.

Disclaimers; No Warranties

17.0  THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS REQUIRED BY LAW, LAMP DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. SPECIFICALLY,

 

BUT WITHOUT LIMITATION, LAMP DOES NOT WARRANT THAT:

 

  • THE INFORMATION PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE;

  • THE SERVICES BE UNINTERRUPTED OR ERROR-FREE;

  • THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED BY OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR

  • ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.

  • ANY INFORMATION, RECOMMENDATIONS OR SUGGESTIONS PROVIDED WILL BE ACCURATE. THIS INCLUDES ANY SUCH COMMUNICATION IN REGARD TO THE USE OF ARTIFICIAL INTELLIGENCE METHODS.

 

17.1. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.

Limitation of Liability

18.0  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE INDEMNIFIED PARTIES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE WHERE SUCH DAMAGES RESULT FROM:

 

  • YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, OR

  • ANY PURCHASE OF A THIRD PARTY PRODUCT OR SERVICE BASED ON INFORMATION CONTAINED IN THE LAMP SERVICES, INCLUDING THE AVAILABILITY OF A COUPON.

 

18.1. YOU SPECIFICALLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE.

 

18.2. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

18.3. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE

Dispute Resolution

19.0  PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

 

19.1. You agree that any dispute between you and Lamp arising out of or relating to this Agreement or the Services (collectively, the Disputes) will be governed by the arbitration procedure outlined below.

 

19.2. Governing Law. Except as otherwise required by applicable law, the Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of Lithuania without regard to its conflict of laws principles.




19.3. Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against Lamp, you agree to try to resolve the Dispute informally by contacting support@lampaccount.com. We will try to resolve the Dispute informally by contacting you through email or the App. If a dispute is not resolved within 15 days after submission, you or Lamp may bring a formal proceeding.

 

19.4. We Both Agree To Arbitrate. You and Lamp agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

 

19.5. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting support@lampaccount.com within 30 days of first accepting this Agreement and stating that you (include your first and last name) decline this arbitration agreement.

 

19.6. Arbitration Procedures. The Vilnius Court of Commercial Arbitration (VCCA) will administer the arbitration. Arbitration will be handled by a sole arbitrator in accordance with those rules. The arbitration will be held in the location we agree to.

 

19.7. Arbitration Fees. The VCCA rules will govern payment of all arbitration fees.

 

19.8. Exceptions to Agreement to Arbitrate. Lamp may bring a lawsuit solely for injunctive relief to stop unauthorised use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

 

19.9. No Class Actions. You may only resolve Disputes with Lamp on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.

 

19.10. Judicial Forum for Disputes. Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Lamp agree that any judicial proceeding will be brought in the courts of Lithuania. Both you and Lamp consent to venue and personal jurisdiction there. We both agree to waive any right to a jury trial.

 

19.11.  Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

General

20.0  This Agreement, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Lamp regarding your use of and access to the Service, and except as expressly permitted above may only be amended by a written agreement signed by authorised representatives of the parties.

 

20.1.  Amendment. We may amend this Agreement at any time. You will be provided with notice of amendments through Lamp. If you do not agree to the updated terms, you can terminate your Agreement by ceasing to use the Services we provide.

 

20.2. Assignment. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. You may not assign this Agreement without the written consent of Lamp.

 

20.3. No waiver. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

 

20.4. Severability. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

 

20.5. Independent Contractors. The relationship of Lamp and you is that of independent contractors. Neither you nor any of your employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Lamp, nor do you or they have any authority to bind Lamp by contract or otherwise to any obligation. None of such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.

 

20.6. Notices. Any notices required by this Agreement will be provided to you by Lamp via the App. You agree that delivery via the App will have the same meaning and effect as if we had provided you with a paper copy. Any notices to Lamp shall be considered valid only if sent by postal mail to Lamp Account UAB, Attn: Legal Department, T. Narbuto Street 5-1, 08103 Vilnius, Lithuania.

 

20.7. Survival. In the event of termination of this Agreement, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the indemnification and hold harmless obligations, disclaimers and limitations of liabilities.

 

20.8. Headers. Use of paragraph headers in this Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions.

 

20.9. Governing law. The laws of the Republic of Lithuania, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.

 

20.10. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, Partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement

5.0 Lamp’s Services includes the means by which we provide you with the ability to accept payments from users of the Lamp App (meaning, from your customers who want to pay via their Lamp account on their mobile phone, tablet or computer).

 

5.1  Accepting payments may be via your Merchant App, installed on an Access Device (for example, your phone or a display at point of sale), or via a QR code that you print out for your customers or via your website, using software provided by Lamp.

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5.2 These Services may also include assisting you with setting up your Lamp Merchant Account and provide a dashboard and others tools to help you use your Lamp Merchant Account. The Lamp Merchant Account can be accessed via the Lamp Merchant App and via the Lamp merchant admin panel. This allows you to see incoming payments, account balances and to perform operations, like transferring money.

 

5.3 Note that all sales between you and your customers are final. There are no chargebacks with Lamp. Lamp does not have the ability to remove funds from your Merchant Account once payment has been made by your customers. Lamp does not provide dispute resolution services. Any disputes that may arise between you and your customers should be resolved following your usual dispute resolution procedures, without involving Lamp. You can refund your customers through Lamp in the event that you wish to do so.

 

5.4 Fees. Lamp charges a 0.50% fee for in-store purchase, a 0.80% fee for online purchases and a 2.00% for purchases via the Lamp Shop (the Fee) in relation to each payment made via the Lamp App. Our fees are exclusive of any applicable Taxes. There are no other fees whatsoever to use Lamp, including minimum fees, monthly fees, terminal fees or software fees. Lamp will deduct the Fee from each payment.

 

5.5 Limited Agent role. You hereby designate Lamp, and Lamp hereby agrees to serve, as your limited agent (Limited Agent) for the sole purpose of receiving such payments on your behalf from your customers. You represent and warrant to Lamp that each payment you receive using the Services is solely in payment for bona fide goods and/or services (including charitable donations) to your customers. You agree that upon Lamp receiving payment from your customer: (a) you shall be deemed to have received payment from your customer, (b) your customer’s obligation to you in connection with such payment shall be satisfied in full, (c) any claim you have for such payment against your customer shall be extinguished, and (d) you are obligated to deliver the applicable goods and/or services to your customer.

 

5.6 This paragraph states the entirety of Lamp’s duties as your Limited Agent for receipt of payment, and no other duties shall be implied by Lamp’s undertaking to act in that capacity.

 

5.7 Payout. The payment from your customer, after deduction of the Fee, will be paid immediately into your Merchant Account with Lamp. Your Merchant Account is maintained by Lamp, together with our Partners. You have control over your Merchant Account and can operate it at your discretion, in keeping with this Agreement. You may withdraw funds from your Merchant Account as you wish. There are no fees for withdrawals from the Merchant Account. You may not withdraw more funds than are in your Merchant Account.

 

5.8 Delayed withdrawals for new merchants. In order to protect everyone against bad actors, Lamp reserves the right to restrict withdrawals for new merchants for up to twenty (20) business days, meaning Monday to Friday. This is to ensure that everyone on our system is protected. During this period, you will still get payouts immediately into your Merchant Account, however you will not be able to withdraw this money from Lamp. After this initial period, when we get to know each other better, all future withdrawals may be made at your convenience.

 

5.9 Suspension of payouts. Lamp may suspend payouts to you in the event that we suspect or become aware of suspicious activity or where we are required by applicable law or court order. If we exercise our right to withhold a payout for any reason, we will work with you to communicate the reason for withholding the payout and give you a timeline for releasing the funds and any necessary steps you may be required to take

Service requirements, limitations and restrictions

6.0 You must use the Services in a lawful manner, and must obey all rules, and regulations  applicable to transactions with customers. This may include laws related to the use or provision of financial services, consumer protection, unfair competition, privacy, and false advertising, and any other laws relevant to transactions.

 

6.1. Lamp may refuse, limit, or suspend any transactions that we believe that they might violate this Agreement or where we believe a transaction is unauthorised, fraudulent or illegal.

 

6.2. If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity with our Partners, the appropriate financial institutions, regulatory authorities, or law enforcement agencies consistent with our legal obligations. This information may include information about you, your Lamp Merchant Account, your customers, and transactions made through your use of the Services.

 

6.3. Prohibited Activities. You may not use the Services for the benefit of a country, organisation, entity, or person embargoed or blocked by the United Nations, the European Union or the United States Office of Foreign Asset Control. You may not use the Services to facilitate illegal transactions.

License grant

7.0  If you are using Lamp software (for example, to take payments from Lamp users online), Lamp grants you a revocable, non-exclusive, non-transferable license to use Lamp's software (the Software) to accept payments in accordance with this Agreement. This license grant includes the Software and all updates, upgrades, new versions and replacement software.

 

7.1 You may not rent, lease or otherwise transfer your rights in the Software to a third party. You must comply with the implementation and use requirements contained in all Lamp documentation accompanying the Lamp Services. If you do not comply with Lamp's implementation and use requirements you will be liable for all resulting damages suffered by you, Lamp and third parties, including our Partners and merchant partners.

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7.2 You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the Software. You acknowledge that all rights, title and interest to Lamp's Software are owned by Lamp.

Obligation to customers

8.0  You are solely responsible for the provision of goods or services sold to your customers as part of your use of the Services, including any obligations you may owe to your customers. Lamp disclaims any liability for these obligations.

 

8.1  Lamp is not responsible for your obligations to your customers, including to properly describe and deliver the goods or services being sold to your customers.

 

8.2  You are solely responsible for your compliance with applicable laws and obligations related to your provision of the goods or services to your customers, or receipt of donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services.

 

8.3  You agree to indemnify Lamp for any losses we incur based on your failure to properly describe or deliver goods or services or comply with your legal or contractual obligations to your customers.

 

8.4  Lamp is not responsible for any amounts owed to you by your customers.

Liability for incorrect or invalid payments

9.0  You are liable for all claims, expenses, fines and liabilities we incur arising out of payment errors, or other invalidated payments you cause. This includes any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and any losses resulting from your failure to comply with the terms of this Agreement, or your use of the Services. In the event of such a liability, we may deduct the amounts due to Lamp from your payouts.

Actions we may take

10.0  Verification of Information. You authorise Lamp, 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. Lamp may use the services of third parties to obtain information about you pursuant to this paragraph. You authorise any third party retained by Lamp for this purpose to obtain such information.

 

10.1  Actions by Lamp. If we believe that you have breached the terms of this Agreement, or that your account has been compromised, we may take various actions to avoid liability, to prevent fraud against any party (including you), or to prevent a violation of law.

 

10.2  The actions we may take include, but are not limited to, suspending or limiting your ability to use the Services, refusing to process any transaction, holding your payouts, and contacting your customers to verify transactions and reduce potential fraud. 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 Lamp, and we shall not be liable to you or any other party for failing to exercise our rights under this section.

Taxes

11.0  You are required to pay any taxes, fees and other charges imposed by any government authority on the Services provided under this Agreement. Lamp disclaims any responsibility or liability in relation to such taxes.

 

11.1  Our fees are exclusive of any applicable Taxes.

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11.2  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 the Services; 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.

 

11.3  Tax Forms and Reporting. We may send documents to you and tax authorities for transactions processed using the Services. Specifically, pursuant to applicable law, we may be required to file periodic informational return 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 if required by authorised tax authorities. We also may, but are not obliged to, electronically send you tax-related information.

 

11.4  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.

Data sharing, data use and data protection

12.0  You understand and agree that Lamp may share certain information about you, activity on your Lamp Merchant Account, your transactions and any other information necessary to facilitate your use of the Services or our provision of the Services. Where Lamp receives such information, we may use it in accordance with the Lamp Privacy Policy.

 

12.1  Any information you receive from us about Lamp users, including your customers, must be kept confidential, stored securely and only used for purposes related to this Agreement.

 

12.2  Lamp shall comply with the requirements of data protection laws with respect to the use of personal data under this Agreement and shall not knowingly do anything or knowingly permit anything to be done with respect to personal data which might lead to a breach by you of the data protection laws.

 

12.3  Lamp does not sell any personal data that we may collect, either in relation to you or to your customers.

 

12.4  You will not give, transfer, assign, sell, resell or otherwise dispose of the information and materials (including any Software) provided to you to utilise the Services. You are solely responsible for maintaining adequate security and control of your Lamp Merchant Account

Proper authorisation

13.0  In order to operate your Lamp Merchant Account, all transactions must be approved by a person or persons authorised by your company or organisation (the Authorised Person). Each Authorised Person must link their individual Lamp account to your corporate account, so that the Authorised Person may approve all transactions using their own accounts. This allows us to ensure proper authorisation for all transactions, including the need for the Authorised Persons to scan their face as part of the approval process.

 

13.1  It is your responsibility to ensure that the Authorised Persons that you allow to operate your account are duly authorised to do so and it is your responsibility to keep this up to date. Lamp will not be responsible for any unauthorised use of your Merchant Account by persons that you indicated are Authorised Persons and who linked their individual Lamp account to your Merchant Account.

Representations and Warranties

14.0  You represent and warrant that you have the full power and authority to execute, deliver and perform this Agreement. You represent and warrant that no provision requiring your performance is in conflict with your obligations under any other agreement to which you are a party.

 

14.1  You represent that you are, and at all times during the term you further warrant that you will continue to be, duly organized, authorised and in good standing under the laws of the state of your organisation and duly authorised to do business in all states, regions or countries in which you operate.

 

14.2  You represent and warrant that all information you provide to us, including any information you provide about individuals who own or control you company, is complete and accurate and that you will keep the information up to date with Lamp.

 

14.3  You represent and warrant that the Services are being used only for proper business purposes.

Term and termination

15.0  The term of this Agreement shall commence when we both agree to this Agreement. The Agreement shall continue until terminated as set forth in this Agreement.

 

15.1  Termination. Lamp may terminate this Agreement or suspend services to you if any of the following occurs:

 

  • we are required by a Partner, or an order from a regulatory body to cease providing services to you or to limit services to you;

  • we believe that you have breached this Agreement, or are likely to do so; or

  • any other legal, reputational, or risk-based reason exists, at Lamp’s sole discretion.

 

15.2  In the event that we must terminate this Agreement, Lamp will work with you to provide you with notice as soon as reasonably possible.

 

15.3  You may terminate this Agreement at any time by sending an email to:

support@lampaccount.com.

 

15.4  Effect of Termination. After termination by either party as described above, you shall no longer have access to, and shall cease all use of the Services.

Indemnification

16.0  To the fullest extent permitted by law, you agree to indemnify, defend and hold Lamp and all of its successors, parents, affiliates, officers, directors, stockholders, investors, employees, agents, Partners, other merchant partners, representatives and attorneys and their respective heirs, successors and assigns (collectively, the Indemnified Parties), harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties arising out of or relating to the following:

 

  • your access to, use of or alleged use of the Services;

  • your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation;

  • your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or

  • any disputes or issues between you and any third party.

 

16.1  We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim. You shall cooperate as fully as reasonably required in the defence of any such claim. Lamp reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Lamp.

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