1. Payments by Payyit

These terms (“Payments by Payyit Terms”) supplement the General Terms and govern your use of the Payments by Payyit.

2. Your Business.

You are solely responsible for the nature and quality of the goods and services you provide (or, if you accept donations, the intended use of those donations) and for Transaction receipts, delivery, support, refunds, returns, and all other ancillary services you provide to Customers. You are solely responsible for verifying each Customer's identity, determining a Customer's eligibility and authority to complete a Transaction and all other issues related to your goods and services and business activities.

3. Payment Methods and Transactions.

3.1 Acceptance and Use Requirements.

As part of the Payments by Payyit Terms, you may accept payment from Customers using various Payment Methods by submitting Transactions to Payyit through Payyit Technology. All Payment Methods have specific requirements for their acceptance and use. These requirements may be incorporated into the Payyit API and other Payyit Technology and may be described in the Documentation, the Payment Method Rules, and Payment Method Terms. You must comply with all of this acceptance and use requirements.

3.2 Payment Method Rules and Payment Method Terms.

Your acceptance and use of a Payment Method may be subject to Payment Method Rules, Payment Method Terms, or both. Using Payments by Payyit to accept a Payment Method or submit a Transaction constitutes your acceptance of the applicable Payment Method Rules and Payment Method Terms (if any). Payment Method Rules and Payment Method Terms are Financial Services Terms for purposes of this Agreement. In the event of any inconsistency between any provision of this Agreement and the Payment Method Rules or Payment Method Terms, the applicable Payment Method Rules or Payment Method Terms will prevail to the extent of the inconsistency. The Payment Method Terms and Payment Method Rules may be amended from time to time. Your continuing use of Payments by Payyit constitutes your agreement to those amended terms.

3.3 Payment Method Acquirers.

Some Payment Method Providers require that their Payment Methods be accepted only through a Payment Method Acquirer, which may be Payyit, its Affiliate, or a Financial Partner. Some of these Payment Method Providers, such as Visa and Mastercard, require you to enter into Acquirer Terms, which will (a) identify the Payment Method Acquirer responsible for Transactions using the Payment Method Acquirer's Payment Method; and (b) establish a direct contractual relationship and terms between you and the Payment Method Acquirer, as the Acquirer Terms further describe. The Acquirer Terms, which are Financial Services Terms for purposes of this Agreement, describe the Payment Methods to which they apply and when they go into effect. Payyit may add or remove Payment Method Acquirers at any time.

3.4 Payment Methods and Payment Method Providers.

Irrespective of whether Acquirer Terms apply, your acceptance and use of the Payment Method may also be subject to Payment Method Rules or Payment Method Terms (or both), as Section 3.2 of these Payments by Payyit Terms describes. Payment Method Providers are Financial Partners for this Agreement, and Payment Method Providers may enforce the terms of this Agreement directly against you with respect to that Payment Method Provider's Payment Method(s). A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept a Payment Method at any time and for any reason, in which case you will no longer be able to accept that Payment Method under this Agreement. Payyit may add or remove Payment Method Providers at any time.

3.5 Card Transactions.

(a) Card Network Rules. When accepting payment card Transactions, you must comply with all applicable Card Network Rules, including the Visa Rules specified by Visa, the Mastercard Rules specified by Mastercard, and the American Express Merchant Operating Guide specified by American Express. Each Card Network may amend its Card Network Rules at any time without notice to you.
(b) Location and Identification. You may only accept payment card Transactions in locations authorized by Payyit and the applicable Card Network. The Card Networks may request information and certification relating to your location and make a final determination of your location. You must prominently disclose your name, address, and country location to Customers before Customers are prompted to provide payment card information. You must ensure that Customers understand that you are responsible for the Transactions. You must not act as or hold yourself out as a payment facilitator, intermediary, or aggregator or resell Payments by Payyit services.
(c) Use of Cash. You must not provide cash refunds for a completed Transaction made with a payment card unless required by Law. You must not use Payments by Payyit for any transaction for a cash disbursement or purchase of cash vouchers without approval from Payyit. You must not permit Customers to use payment cards to disburse cash to a third party, except to the extent the Card Network Rules permit.
(d) Debt Repayment. You must not accept payment card Transactions (i) to collect or refinance existing debt that you have deemed uncollectible or that is uncollectible by Law; (ii) for previous card charges; or (iii) to collect a dishonored check. Debt repayment is only permitted in compliance with the Card Network Rules.
(e) Surcharging. The Card Network Rules limit your ability to (i) discriminate by payment card brand or type, charge surcharges or other fees or Taxes for acceptance of payment cards; and (ii) provide discounts. Except to the extent the Card Network Rules or Law permits, you must not charge surcharges or other fees, or Taxes for accepting payment cards. You must notify Payyit at least 60 days before you intend to charge these fees or Taxes and must collect them only as part of the submitted amount of the Transaction.
(f) Use of Payment Card Account Data. You must not request or use a payment card account number for any purpose other than a Transaction. You must not use payment card account numbers or payment card Transaction data other than as Law, the Card Network Rules, and this Agreement permits. You must not store the card verification value (or similar security code) data after card authorization.
(g) Waiver of Dispute Rights. You must not require, as a condition to card acceptance, any Customer to waive a right to dispute a Transaction.
(h) Non-Disparagement. You must not disparage any Card Network or any of their services or submit any Transaction that harms any Card Network.
(i) Audit and Forensic Investigations. A Card Network may initiate audits and forensic investigations in accordance with its Card Network Rules. You must fully cooperate with these audits and forensic investigations. This subsection (i) will survive termination of this Agreement.
(j) Security Programs. You must comply with the Card Networks' security standards, requirements, and programs (e.g., the Visa Account Information Security Program) and all Card Network Rules governing the privacy, protection, use, storage, and disclosure of data.
(k) Limited Acceptance. Each Card Network may allow you to accept only a subset of that Card Network's cards, in which case you must follow the Card Network Rules that govern limited acceptance.
(l) Minimum or Maximum Amounts. You must not establish minimum or maximum amounts for payment card Transactions except as the Card Network Rules permit.
(m) Forms. You must not require any Customer to complete a form that includes the Customer's signature or any Payment Account Details in plain view when mailed.

3.6 American Express Conversion - Only Applicable to the American Express Card Network.

If your American Express Transaction volume exceeds the applicable threshold amount set by American Express, American Express may convert you to a direct American Express merchant. As a direct American Express merchant, you and American Express will enter into a definitive “American Express Card Acceptance Agreement,” which will govern your acceptance of American Express payment cards, and you and American Express must directly agree to your pricing and other fees payable for American Express Transaction processing. Payyit will continue to process your American Express Transactions in accordance with this Agreement, except that Payyit will incorporate the new pricing and fees into the applicable Payyit fees.

3.7 Data Sharing.

Payyit may share information about your Payyit Account, including User Information, with Payment Method Providers and Payment Method Acquirers as Payyit believes necessary to verify your eligibility to use the Payments by Payyit, establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers, monitor Transactions and other activity, and conduct risk management and compliance reviews. Payyit may also share data, including Protected Data, with Payment Method Providers and Payment Method Acquirers. They may use and share this data for the purpose of assessing your compliance with Financial Services Terms and facilitating Payyit's, the Payment Method Providers, and the Payment Method Acquirers' compliance with Law, Payment Method Rules, and Payment Method Terms. Payyit may periodically review your Payyit Account information to verify that you are eligible to use Payments by Payyit.

3.8 Customer Communication.

When using Payments by Payyit, you must, with respect to Customers, (a) accurately communicate and not misrepresent the nature, amount, and currency of each Transaction before submitting it for processing; (b) provide a receipt that accurately describes each Transaction; (c) provide a meaningful way to contact you in the event that your goods or services are not provided as described; (d) not use Payments by Payyit to sell goods or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of purchase in advance; (e) inform Customers that Payyit and its Affiliates process Transactions for you; and (f) if you are collecting authorizations electronically, ensure that Customers consent to electronic signatures and delivery of communications in accordance with Law. If you engage in Transactions with Customers who are individuals (i.e., consumers), you must provide the disclosures the Law requires and must not engage in unfair, deceptive, or abusive acts or practices.

3.9 Requirements Imposed by Payment Method Rules.

As required by the Payment Method Rules, (a) as between the parties, each party is responsible for the acts and omissions of its employees, contractors, and agents; and (b) unless a Payment Method Provider agrees, you cannot bind a Payment Method Provider to any contract or obligation, and you must not represent that you have that ability. The Payment Method Rules require you to meet data quality requirements for specific categories of Transaction data as specified in those rules. With respect to this data, you must comply with the technical specifications mandated by the Payment Method Providers, and you must ensure that this data is processed promptly, accurately, and completely. You must maintain and make available to Customers a fair and neutral refund and exchange policy and clearly explain the process by which Customers can receive a Refund. Payment Method Providers retain all IP Rights in their Marks, and you must not contest any Payment Method Provider's IP Rights in their Marks. You may only use Payment Method Providers' Marks in a manner consistent with the Payment Method Rules, and you must promptly comply with all instructions from Payyit regarding the use or presentation of Payment Method Providers' Marks. You are solely responsible for providing customer support regarding Transaction receipts, product or service delivery, support, returns, refunds, and all other issues related to your goods and services and business activities.

4. Processing Transactions.

4.1 Payment Authorization Requests.

To enable Payyit to process Transactions for you, you authorize and direct Payyit, its Affiliates, Payment Method Providers, and Payment Method Acquirers to receive and settle, as applicable, settlement funds owed to you through your use of Payments by Payyit. You may only submit Transactions that Customers authorize, and only after the applicable goods have been shipped or services provided to the Customer; except, you may submit a Transaction before goods have been shipped or services have been provided to the Customer where the Customer has authorized a Transaction for a partial or full prepayment for goods or services to be provided at a future time, or you have obtained the Customer's consent. You must not proceed with a Transaction if (a) you know or should have known that the Transaction was fraudulent, not authorized by the Customer, or illegal in your or your Customer's jurisdiction; (b) you receive a response declining to authorize the Transaction, or (c) the Customer's ability to use a Payment Method has expired or is no longer valid. You must not split payment for a single transaction into multiple Transactions except as the Payment Method Rules, Payment Method Terms, and Acquirer Terms expressly permit. You must not submit any Transaction that duplicates a Transaction subject to a Dispute or was previously disputed and subsequently resolved in your favor. Payyit may refuse to process, condition, or suspend any Transaction that Payyit believes (x) may violate this Agreement or other agreement you have with Payyit (if any); (y) is unauthorized, fraudulent, or illegal; or (z) exposes, or is likely to expose, Payyit, you or others to unacceptable risk.

4.2 Pooled Accounts.

You appoint Payyit as your agents for the limited purpose of directing, receiving, holding, and settling funds under this Agreement. All settlement funds Payyit receives for Transactions are combined with settlement funds held for other users and credited to Pooled Accounts at one or more Financial Partners. Once Payyit receives funds for a Transaction on your behalf, the relevant Customer has no further obligation to make payments to you with respect to that Transaction, regardless of whether and when Payyit settles those funds to you. If Payyit does not settle funds due to you under this Agreement, you will have recourse only against Payyit and not the relevant Customer. Payyit will promptly update your Payyit Account balance to reflect processed Transactions. If Payyit provides a receipt for a Transaction to the applicable Customer, that receipt is binding on you. Payyit may invest funds held in a Pooled Account as described in Section 5.2 of the General Terms. You have no rights to any Pooled Account or earnings generated by funds held in any Pooled Account and are not entitled to draw funds from any Pooled Account.

4.3 Transaction Settlement Funds.

Payyit will transfer settlement funds for Transactions, net of Fees, Disputes, Refunds, Reversals, and other amounts owed to Payyit, from the applicable Pooled Account to the applicable User Bank Account within the period stated in the Payout Schedule unless a Payout Delay occurs and affects the transfer initiation, or Payyit exercises a right under this Agreement to withhold or delay the transfer. However, Payyit may impose an additional holding period before making the initial settlement to a User's Bank Account.

4.4 Sending Funds to Third-Party Recipients.

Payyit may offer you the ability to send to third-party funds owed to you as you instruct Payyit (including by sending all or part of the positive balance in your Payyit Account to that third-party recipient's Payyit account or bank account) instead of settling funds to a User Bank Account. If Payyit sends funds to a third-party recipient (or sends all or part of the balance in a Payyit Account to the third-party recipient's Payyit account or bank account), which may include the use of a payment intermediary operating on your behalf, as you instructed, this satisfies Payyit's obligation (and all applicable Payment Method Provider and Payment Method Acquirer obligations) to settle funds to you.

4.5 Settlement Fees.

Payyit is not responsible for any fees imposed by banks to which Payyit transferred funds, including the banks that hold the User Bank Accounts and the third-party recipient accounts.

4.6 Subscriptions and Invoicing.

If you use the Services to submit recurring or subscription Transactions, then before submitting the initial Transaction, you must (a) inform each Customer that the relevant Transactions will occur on an ongoing basis; and (b) explain the method for canceling the Customer's recurring billing or subscription. If you use the Services to issue invoices to Customers, you must ensure that the form and content of the invoices comply with Law and are sufficient to achieve the legal or tax effects that you are trying to achieve.

4.7 Third-Party Processors.

If you engage a third-party processor to create and deliver a payment card transaction directly to a Card Network, then you may be able to specify that Payyit will clear and settle the transaction via Payments by Payyit. If you intend to use Payments by Payyit in this way, you first must contact us. When using Payments by Payyit in this way, you assume the risk of the third-party processor improperly delivering the transaction to the Card Network. You understand that Payyit will only clear and settle funds to you for transactions that the relevant Card Network receives. Between you and Payyit, you are responsible for any failure by a third-party processor to comply with the applicable Card Network Rules.

5. Actions Payyit May Take in Processing Transactions.

5.1 Reconciliation and Responsibility.

As between the parties, except as required by Law, you are responsible for reviewing your Transaction history for accuracy and completeness and reconciling your Transaction history with the past transfers from the Pooled Accounts to the User Bank Accounts. If you find an error when you reconcile your Transaction history, Payyit will reasonably cooperate with you to investigate and help correct that error as long as you notify Payyit of the error within 60 days after the error appears in your Transaction history. If Payyit finds a mistake in your Transaction history, Payyit may correct the error by crediting or debiting the User's Bank Accounts.

5.2 Negative Balances.

If your Payyit Account balance (or the Payyit Account balance of any User Group Entity) is negative or does not contain funds sufficient to pay amounts that you (or a User Group Entity) owe to Payyit, its Affiliates or Customers, then without limiting Payyit's rights under Sections 4.2 and 4.3 of the General Terms, Payyit may debit the User Bank Accounts by the amount necessary to collect and pay out to Customers if applicable, the amounts you owe.

5.3 Disputes, Refunds, Reversals.

Notwithstanding anything to the contrary in this Agreement, you are liable to Payyit for the total amount of all Disputes (unless and until a Dispute is resolved to final disposition in your favor according to applicable Payment Method Rules and the Documentation), Refunds and Reversals regardless of the reason or timing.
(a) Disputes. Payyit may delay or withhold paying out a Transaction amount from funds owed to you under this Agreement if Payyit believes that a Dispute is likely to occur with respect to that Transaction. Payyit may delay or withhold paying out amounts subject to an actual Dispute until the Payment Method Provider resolves the Dispute.
(b) Refunds. If you intend to issue a refund to a Customer, you must initiate a Refund instruction via the Services within five days of informing the Customer of your intention. Payyit may refuse to act upon a Refund instruction or delay executing the instruction if you are the subject of an Insolvency Proceeding, it would cause a negative balance in your Payyit Account, or if Payyit believes that there is a risk you will not meet your liabilities under this Agreement.
(c) Reversals. Without limiting Payyit's rights under Sections 5.4 - 5.6 of these Payments by Payyit Terms, Payyit may initiate a Reversal if:
(i) the Payment Method Provider invalidates the Transaction; (ii) you receive funds in error for any reason;
(iii) you were not authorized to accept the Transaction;
(iv) you receive funds related to activities that violated this Agreement, Law, or Financial Services Terms; or
(v) a Payment Method Provider or Payment Method Acquirer requires Payyit to do so under the applicable Financial Services Terms.

5.4 Payyit Remedies - Specific Triggers.

Payyit may exercise any or all of the remedies stated in Section 5.6 of these Payments by Payyit Terms if Payyit determines that a User Group Entity:
(a) has incurred or is likely to incur excessive Disputes, Refunds, or Reversals;
(b) has submitted one or more Transactions for goods or services not immediately deliverable to the Customer without first obtaining Payyit's consent;
(c) has a negative Payyit Account balance;
(d) has experienced or is likely to experience a change in the average time between the initial charge and fulfillment of Customer orders that Payyit considers to be material;
(e) has experienced an Insolvency Proceeding or is likely to become the subject of an Insolvency Proceeding;
(f) has experienced or is likely to experience a deterioration of its business or financial condition that Payyit considers to be material;
(g) has breached or is likely to breach, or has caused or is likely to cause Payyit to breach, this Agreement (or any other Payyit services agreement with Payyit or its Affiliate) or the Financial Services Terms applicable to the User Group Entity's use of the Services;
(h) has violated or is likely to violate Law or Financial Services Terms;
(i) has caused or is likely to cause Payyit to violate Law or Financial Services Terms;
(j) has experienced or is likely to experience a Change of Control;
(k) has, either itself or by way of its employees, agents, directors, or contractors, initiated Transactions or undertaken any other action that is or is likely to be fraudulent, suspicious, or involve criminal activity;
(l) has, without Payyit's prior consent, changed its business model (including services supplied by a User Group Entity to its customers), exposing Payyit to increased risk; or
(m) has acted in a manner or engaged in business, trading practice, or other activity that presents an unacceptable risk.

5.5 Payyit Remedies - General Trigger.

Payyit may exercise any or all of the remedies stated in Section 5.6 of Payments by Payyit Terms if (a) Payyit reasonably determines that Payyit may incur losses resulting from credit, fraud, criminal activity, or other risks associated with a User Group Entity after these Payments by Payyit Terms terminate; or (b) Law requires.

5.6 Payyit Remedies - Scope.

Payyit may, in accordance with Sections 5.4 and 5.5 of these Payments by Payyit Terms:
(a) initiate Reversals;
(b) change the Payout Schedule or delay or cancel the payout of settlement funds to the User's Bank Accounts;
(c) establish, fund, and use a Reserve;
(d) debit the User Bank Accounts or the bank or financial institution accounts of any or all User Group Entities;
(e) suspend or terminate your ability to accept or process Transactions;
(f) refuse to process Transactions, including Refunds; and (g) setoff or recoup all liability that Payyit reasonably determines you owe under this Agreement or other agreements you have with Payyit or its Affiliate, whether the liability is matured, unmatured, liquidated, or unliquidated.

5.7 Reserve.

If Payyit establishes a Reserve, Payyit will notify you of the Reserve terms. Payyit may change the Reserve terms (a) if Payyit believes that there is, or is likely to be, a change in the underlying risk presented by the User Group's use of Payyit services; or (b) as a Payment Method Acquirer or Payment Method Provider requires. You have no legal or equitable right or interest in any Reserve, in the funds held in any Reserve, or earnings generated by funds held in any Reserve, and are not entitled to draw funds from any Reserve. If you become subject to an Insolvency Proceeding, funds held in a Reserve will not be part of any estate created in connection with that Insolvency Proceeding. Payyit may fund the Reserve through any or all of the:
(x) funds you provide upon Payyit's request;
(y) amounts Payyit or its Affiliate owes to any User Group Entity for Transactions that the User Group accepts through Payments by Payyit; or
(z) debiting the User Bank Accounts or the bank or financial institution accounts of any or all User Group Entities.

5.8 Security Interest.

You grant Payyit a lien on and security interest in your interest, if any, in (a) all funds owed to you for Transactions (including future Transactions and all funds that Payyit holds on your behalf); and (b) all rights to receive credits and payments under this Agreement. You must execute all documents and provide all authorizations that Payyit reasonably requires (including filing relevant documents), maintaining and enforcing this lien and security interest, even if the request is made after your Payyit Account balance becomes negative.

5.9 Credit Support Requirement.

Payyit may require that you provide a guarantee (including a personal, parent, or bank guarantee) or letter of credit in a form and substance that satisfies Payyit. In this event, Payyit will inform you of the amount and the reasons for the requirement. If you cannot satisfy the requirement when Payyit requires you to do so, Payyit may suspend or terminate your access to the Services.

6. Multi-Currency Processing.

Payyit may offer Multi-Currency Processing. To use Multi-Currency Processing, you must provide Payyit with a valid bank account for each currency you request settlement based on the list of available settlement currencies stated in the Documentation. Each of these bank accounts is a User Bank Account for this Agreement. If you use Multi-Currency Processing, Payyit will identify at the time of each applicable Transaction the conversion rate that will apply to the Transaction. In the event of a Refund, the conversion rate used to calculate the Refund will be the rate in effect at refund time.

7. Post-Termination Obligations.

7.1 Completion of Transactions.

Following termination of these Payments by Payyit Terms, you must fulfill your obligations related to existing Transactions, not accept new Transactions via the Services, and remove all Marks of Payyit, its Affiliate, or a Financial Partner from your website (unless permitted under a separate license with the applicable Financial Partner). Payyit will complete Transactions initiated before termination as long as Payyit would have completed those Transactions were these Payments by Payyit Terms still in place (e.g., Payyit will not complete a Transaction if a Financial Partner prohibits Payyit from doing so). Termination does not affect your responsibility for Transactions described in Section 3 of these Payments by Payyit Terms.

7.2 Provision of Payment Account Details.

If these Payments by Payyit Terms terminate for reasons other than your breach, then within 30 days after the termination date, you may request in writing that Payyit provide all relevant Payment Account Details to an alternative PCI-DSS Level 1-certified payment processor that you identify to Payyit. Payyit will provide the Payment Account Details that you are entitled to receive to the named payment processor to the extent commercially reasonable. Payyit may delay or refuse any request if Payyit believes the payment processor you have identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or that Law or Financial Services Terms do not allow Payyit to provide the Payment Account Details.

8. User Information Updates.

You must immediately notify Payyit and provide Payyit updated User Information if you experience or anticipate experiencing a material change in the average time between the initial charge and fulfillment of Customer orders. Upon request, you must promptly provide Payyit information related to Transactions and Disputes, including (a) refund and shipping policies (if applicable); (b) data on captured but unfulfilled charges; and (c) data on time between charge capture and fulfillment of Customer orders.

9. PCI Standards Compliance.

If you elect to store or hold "Account Data," as defined by the PCI Standards (including Customer card account number or expiration date), you must maintain a system that complies with the PCI Standards, and upon Payyit's request, you must provide to Payyit evidence of your compliance. If you do not comply with the PCI Standards, or if Payyit or any Payment Method Provider or Acquirer cannot verify your compliance with the PCI Standards, Payyit may suspend your Payyit Account or terminate this Agreement, in whole or in part. If you intend to use a third-party service provider to store or transmit Account Data, you must not share any data with the service provider until you verify that the third party holds sufficient certifications under the PCI Standards and notify Payyit of your intention to share the Account Data with the service provider. Further, you agree never to store or hold any "Sensitive Authentication Data," as defined by the PCI Standards (including the card verification value or similar security code), at any time. You can find information about the PCI Standards on the PCI Council's website.

10. Representations and Warranties.

You represent, as of the Effective Date and warrant during the Term, that (a) you only use the Payment Methods and Payments by Payyit for bona fide commercial transactions (which must be free of liens, claims, and encumbrances other than ordinary sales taxes) for the sale of goods or services to, or other act with, Customers; (b) except as Payyit approves, you do not use Payments by Payyit for intercompany transactions; (c) you fulfill all of your obligations to Customers; and (d) you and your third-party service providers that store, access or transmit Payment Account Details comply with the PCI Standards, as applicable.

11. Indemnification.

You will indemnify Payyit against all assessments, penalties, fines, and fees. Payment Method Providers, Payment Method Acquirers, and other Financial Partners charge Payyit to the extent arising out of or relating to your use of Payments by Payyit in a manner that fails to comply with any Payment Method Rules, Payment Method Terms, or Acquirer Terms, or this Agreement. As between the parties, you are responsible for (a) all costs associated with any Card Network-initiated audit or forensic investigation arising out of or relating to your use of Payments by Payyit, and (b) all losses, damages, or costs Payyit and its Affiliates incur due to fraudulent Transactions.

12. Liability for Failure to Transfer Funds.

The limitation of liability in Section 12.2(b) of the General Terms will not apply to claims you or your Affiliates make against Payyit Parties for failing to transfer any settlement funds the Payyit Parties receive and owe to you in connection with Payments by Payyit. For these claims, the Payyit Parties' liability is limited to the amount that the Payyit Parties have received and owe but failed to transfer to you.