Rapyd Network Rules
1.1 Overview of the Rapyd Network and Rapyd Rules
CashDash Ltd. and Rapyd Financial Technology Inc. and certain other Rapyd group companies d/b/a Rapyd Networks (“Rapyd”) operate the Rapyd network to connect individuals and entities so they can engage in real-world transactions using cash, electronic wallets, debit and credit cards, bank transfers and other locally preferred forms of payment in connection with an underlying transaction such as the sale of products and services (the “Rapyd Network”). The Rapyd Network is run, supported and maintained by its participants (the “Network Participants”). Within the Rapyd Network, Rapyd provides the technology to enable payments, including a network, a platform that connects users with Network Participants and other users such that users can use the Rapyd Network to transfer funds to other parties within the Rapyd Network for the purchase of goods and services, the collection of payment for goods and services, the transfer of funds between individuals and corporate entities and between individuals themselves.
In furtherance of the Rapyd Network, Rapyd has established rules (the “Rapyd Network Rules”) designed to minimize risks and provide a common, convenient, secure, and reliable payment experience. The Rapyd Network Rules are established and modified by Rapyd and represent a binding contract between Rapyd and Rapyd Network Participants. Rapyd Network Participants may include, without limitation, Merchants, Buyers, Infrastructure Partners, Gateways and Payment Facilitators.
The intent of the Rapyd Network Rules is to uphold the safety, security, soundness, integrity, and interoperability of the Rapyd Network and to outline the principles regarding the rights and responsibilities of all parties to the Rapyd Network and between one another.
2. Structure of the Rapyd Network Rules
The Rapyd Network Rules consist of this document, together with any appendices and the Customer Data Processing Addendum. A complete list of definitions can be found in Appendix A.
2.1 Applicability of Rapyd Rules
All Participants in the Rapyd Network are subject to and bound by the Rapyd Network Rules.
Any use of or participation in the Rapyd Network not covered in the Rapyd Network Rules will be governed by applicable participation agreements and associated documentation.
2.2 Applicable Laws and Conflicts
Each Rapyd Network Participant must comply with all Applicable Law including, but not limited to, laws and regulations regarding banking, financial institutions, payment systems, foreign currency exchange, money transmission, anti-money laundering, including specific requirements set out in Rule 8.1, counter-terrorist financing, sanctions (such as those administered by the US Department of the Treasury’s Office of Foreign Assets Control) or national equivalents in Participant’s jurisdiction, privacy and security, consumer protection, and trademarks and copyright. Each Rapyd Network Participant is also responsible for ensuring that any of its affiliates, affiliates, third party agents, and any other of its designated agents participating in the Rapyd Network comply with all Applicable Law. Each Rapyd Network Participant is encouraged to consult with its own legal counsel to ensure that it is in full compliance with all Applicable Law.
In the event of any conflict between the Rapyd Rules and any Applicable Law, the requirements of the Applicable Law shall govern. Every Rapyd Network Participant must promptly inform Retyd should they become disabled for any reason to engage in the Rapyd Network in accordance with both the Rapyd Rules and Applicable Law.
3. Joining the Rapyd Network
3.1 Rapyd Network Participants
Rapyd authorizes Merchants, Buyers, Infrastructure Partners, Gateways and Payment Facilitators that meet Rabyd’s criteria for participation to join the Rapyd Network.
Buyer. A Buyer is a person/consumer or entity purchasing services or goods from a Merchant. Buyers are bound by the Rapyd Network Rules through the Merchant’s terms and conditions that include the Rapyd Network Rules.
Infrastructure Partners. Infrastructure Partners are partners that help facilitate money movements, including but not limited to in physical locations and can take the form of:
- ATM Networks
- Self-Service Kiosks
- Non-Bank Financial Institutions
- Non-Bank Financial Institution Agent Networks
- Agent Aggregators
- eMoney providers
- Bill payment networks
- Bank Switch (i.e. ACH network connectors)
- Mobile money schemes
A Gateway is an entity that facilitates the integration of Rapyd Services into the Merchant’s platforms and performs other services enabling the Merchant’s participation in the Rapyd Network.
3.3 Payment Facilitators.
A Payment Facilitator is an entity that provides services to Merchants in order to facilitate the use of the Rapyd merchant payment solution.
3.4 Rapyd Network Participant Onboarding Process
Rapyd or a Rapyd Network Participant, if tasked in a separate agreement with Rapyd, conducts onboarding reviews of potential Rapyd Network partners, which may include collection of information regarding a potential partner’s regulatory licenses and/or registrations, and its compliance, risk programs and general security and other set up regardless of whether they are engaged in funds movement and/or other tasks within the Rapyd Network.
Supporting documentation must be provided during this onboarding process. Rapyd will review these documents for adherence to these Rules and regulatory and legal obligations where applicable.
A Gateway, an Infrastructure Partner or a Payment Facilitator providing Rapyd Network onboarding services to a Merchant may be responsible for collecting the information and documentation necessary from a potential Merchant regarding the Merchant’s financial solvency, regulatory licenses and/or registrations, and compliance and risk programs, if they are directly contracting with a Merchant and/or tasked in a separate agreement with Rapyd to do so. In such a case, the Gateway, Infrastructure Partner or Payment Facilitator is responsible for conducting a reasonably diligent review of such information and documentation to confirm the Merchant’s financial solvency, and to ensure the Merchant’s adherence to these Rules, and regulatory and legal obligations where applicable. Infrastructure Partners, Gateways or Payment Facilitators must also ensure, Merchants bind Buyers to the Rapyd Network Rules directly in Merchant terms and conditions or through reference if they are directly contracting with such Merchant and/or tasked in a separate agreement with Rapyd to do so. Omitting binding Buyers to the Rapyd Network Rules will expose Infrastructure Partner, Gateway or Payment Facilitator and Merchant to damages for breach of contract.
Use of Agents
Rapyd Network Participants may choose to use agents to perform their responsibilities under these Rules subject to the following requirements:
Each agent must have a direct written contract with a Network Participant to perform services on behalf of the Network Participant. A Network Participant must communicate the use of an agent to Rapyd before the performance of any contracted services or transaction activity by the agent. Rapyd may reject the use of a Third Party Agent at any time, with or without cause. If a Network Participant fails to meet its responsibilities regarding the use of agents, the Network Participant will remain liable.
Rapyd Network Participant Infrastructure Obligations
The Rapyd Network enables Network Participants to (i) transfer (send or receive) funds through the physical point of sales, including payments in cash, wallet, debit and credit card, bank transfer and others and (ii) transfer funds online. Network Participants agree to support the following functionality:
Rapyd requires a secure and safe way for Network Participants to facilitate the flow of funds within the Rapyd Network. Examples of payment flows can be found below.
When a Network Participant uses Rapyd for cash-in, in the Merchant flow, Merchant will create an invoice payable to Rapyd for the customer for their purchase that includes a unique barcode, QR code, pay-code or other unique payment authentication identifier created by Rapyd that can only be redeemed by Merchant for the amount of the purchase. Rapyd will generate an invoice payable to the local Paystation operator in the customer’s send country to pay for the Merchant’s Product and Services in cash. The customer then presents their digital post-payment invoice with associated barcode, QR code, pay-code or other unique payment authentication identifier and the appropriate payment at a kiosk, ATM, counter location, or other Rapyd-certified paying station (“PayStation”) in the customer’s send country. After completing payment at a Paystation, the customer may receive a receipt indicating that their payment obligation to the Merchant has been fulfilled, physically from the PayStation, or electronically from Rapyd or the Merchant. The Paystation will transmit the customer’s funds via the local payment network to Rapyd’s bank accounts. Rapyd will then transmit funds from its bank account to the relevant Merchant.
If a Network Participant wants to disburse funds to a recipient (e.g. a Merchant wants to initiate Refunds to a Buyer, a Merchant that is a platform wants to disburse funds to other Merchants or a Merchant wants to disbursement funds to a customer, enable a Merchant using the Rapyd Network to enable its customers to withdraw from a Merchant managed custodial account or virtual account, whereas the Rapyd Network is used for disbursement purposes only.), the Network Participant must either directly on-boarded into the Rapyd Network by Rapyd or by an authorized Rapyd payment facilitator. The Payor generates an account payable in the name of a recipient (the ‘payee’) via the Rapyd system that in turn generates a unique Rapyd identifier (‘pay code’) in its systems, generate a payment request that is passed on to Rapyd and Rapyd passes on such payment request to other Network Participants, who in turn acquire the transaction locally and pass back a payment authentication to Rapyd and Rapyd then to the initiating Network Participant.
In a cashless transaction, the above procedures apply, with the exception that Network Participants who pay will effectuate payments through electronic wallets, debit card payments or bank transfers.
In none of the above scenarios, does Rapyd have access to the Network Participants’ funds (except where Rapyd acts as agent of payment for a Merchant) and has no ability, under any circumstance, to initiate a transaction without the instruction of a Network Participant or the authorized Payor/Payee, as the case may be.
3.5 ACH Services
The ACH network is controlled and managed by the National Automated Clearinghouse Association (NACHA) and its member organizations. Where submitting Charges over the ACH network, you are required to comply with the NACHA Operating Rules. NACHA may amend the NACHA Operating Rules at any time, and we may amend this Agreement or make changes to the Payment Processing Services as necessary to comply with the NACHA Operating Rules.
You understand and accept your role as the Originator (as defined in the NACHA Operating Rules). You agree to obtain your Customer’s consent to debit or credit their bank account and initiate a Charge over the ACH network. Such consent must be in a form and manner that complies with the NACHA Operating Rules and the Documentation for ACH Transactions. As with other Payment Processing Services, you may not, and may not attempt to send or receive funds to or from a person, entity, or state where such Transactions are prohibited by applicable Law. You also agree to maintain the security and integrity of all information you collect as part of an ACH Transaction.
Any Disputes or unauthorized Charges using the ACH network may result in you becoming unable to accept ACH payments.
ACH Origination Agreement
- Rapyd will, with its banking partners, arrange to settle funds to the bank or other financial institution account that you designate.
- You affirm that you are authorized to initiate settlements to and debits from the account, and that the account is owned by you, and administered and managed by a financial institution located in the United States of America.
- Rapyd may require you to provide us with documentary proof demonstrating your compliance with this section.
- For all ACH services, Rapyd requires you maintain a positive balance in your Rapyd eWallet account
- Rapyd may reduce the amount settled to your eWallet by the amount of Fees, Fines, and amounts owed to us for any reason.
- If a settlement or debit is processed via ACH, you acknowledge that the NACHA Operating Rules will apply to the settlement or debit, and you agree to be bound by these rules.
PPD/CCD Credit ACH Entries (Disbursements)
- Following NACHA guidelines, the Merchant need not request an authorization for a credit.
WEB Initiated ACH Entries (Collections)
Under the operating rules of the NACHA, for Originators who initiate WEB ACH entries, the Originator must obtain written Authorization from the Receiver via the internet. Rapyd expects for all WEB ACH entries, that the Originator (Merchant) will:
- Present Express Authorization language (e.g., “I authorize Company A to debit my account”)
- Specify the Amount of transaction
- Specify whether a single-entry payment or recurring payment (if recurring specify the amount per interval and range of payments)
- Specify the Effective date of the transaction
- Specify the Receiver’s account number and financial institution’s routing number
- Specify Revocation language
As the Originator, you must be able to provide the Receiver with a hard copy of the Authorization if requested to do so. Per, the NACHA Operating Rules and Guidelines allow the use of a digital signature or code to similarly authenticate a written Authorization. In addition the Originator must conduct, or have conducted on its behalf, annual audits to ensure that the financial information it obtains from Receivers is protected by security practices and procedures that include, at a minimum, adequate levels of:
- Physical security to protect against theft, tampering, or damage;
- Personnel and access controls to protect against unauthorized access and use; and
- Network security to ensure secure capture, storage, and distribution.
- The Originator has established and implemented a commercially reasonable fraudulent transaction detection system.
- The Originator has established and implemented commercially reasonable methods of authentication of the identity of the Receiver.
- The Originator has established and implemented commercially reasonable procedures to verify that the routing number used is valid.
NACHA offers guidance regarding WEB Proof of Authorization best practices, found here.
Rapyd example Proof-of-Authorization found here.
Provisional Payment Disclosure
Credit given by Rapyd to the Merchant, on our customers behalf, with respect to an Automated Clearing House (ACH) credit entry is provisional until Rapyd receives final settlement for such entry through a Federal Reserve Bank. If Rapyd does not receive such final settlement, the Merchant is hereby notified and agree that Rapyd is entitled to a refund of the amount credited to our customers in connection with such entry, and the party making payment to our customers via such entry (i.e. the originator of the entry) shall not be deemed to have paid the Merchant in the amount of such entry.
Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your account, Rapyd is not required to give next day notice to the Merchant of receipt of an ACH item and Rapyd will not do so. However, Rapyd will continue to notify you of the receipt of payments in the periodic statements we provide to you.
Choice of Law Disclosure
Rapyd may accept on the Merchant payment to the Merchant account which has been transmitted through one or more Automated Clearing Houses (ACH) and which are not subject ot the Electronic Fund Transfer Act and the Merchant rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the state of California, Santa Clara County as provided by the operating rules of the National Automated Clearing House Association, which are applicable to ACH transaction involving your account.
4. Transaction Notifications
Rapyd will send a push notification via an API to the Network Participant or provide the Network Participant a “webhook” or other automated monitoring interfaces, in real-time, when a Sender accesses funds held by the Network Participant for payment. Rapyd recommends that the Network Participant promptly update the Sender’s transaction feed so that the transaction feed displayed on the Network Participant’s platform is in sync with the transaction feed displayed in the Sender’s Rapyd dashboards.
If a Network Participant is unable to receive API notifications or webhooks, Rapyd will provide a batch settlement report to the Network Participant at the end of every day. This report will include every transaction funded with Network Participant owned funds.
For settlement, Rapyd and Network Participants or Network Participants and Network Participants as the case may be will provide each other with settlement account information so that funds may be sent to the recipient’s settlement account.
5. Financial Obligations
Rapyd may require a Network Participant to post a reserve to protect the Rapyd Network against fraud. Rapyd will calculate a reserve formula based on customer demographics, average transaction volume, and expected fraud rates.
6. Risk Management Obligations
Rapyd is committed to working with Network Participants to identify and mitigate risks associated with the use of the Rapyd Network. Network Participants are required to maintain suitable risk management programs, including mitigation of stolen financial information, account takeover, collusion, and other forms of financial fraud that may create risk for the participant, Rapyd, the Rapyd Network, Merchants, or other Network Participants.
All use of the Rapyd Network will be subject to Applicable Law.
6.1 Anti-Money Laundering Program
Where Network Participants are subject to such laws in their Jurisdiction, Network Participants must implement and maintain an anti-money laundering (“AML”) program, including policies, procedures, and controls that are reasonably designed to prevent the use of the Rapyd Network to facilitate money laundering or the financing of terrorist activities.
Such policies, procedures, and controls shall include, at a minimum: For transactions occurring within the U.S., compliance with the U.S. sanctions programs, which require:
- Scans against the Specially Designated Nationals and Blocked Persons List (the “SDN List”) issued by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), at the time the relationship is established and on an ongoing basis. Any Rapyd Network activity with a person found to be on the SDN List will be immediately terminated;
- and that the Rapyd Network, not support activity conducted in a country subject to OFAC sanctions, or with the government of such a country;
- For transactions occurring outside of the U.S., compliance with the applicable laws of the jurisdiction in which a Network Participant is operating, including: Know Your Customer programs
- Sanctions screening against broadly accepted screening lists Ongoing transaction monitoring
- Suspicious activity reporting programs.
Rapyd has exclusive authority to review such programs and their implementation in order to determine at any time whether a Network Participant is in compliance with these requirements and to ensure that the implementation of these programs does not result in material changes or inconsistencies in the Rapyd user experience. Each Network Participant must cooperate with periodic reviews and any other efforts undertaken by Rapyd to evaluate such Network Participant’ compliance with the AML requirements and the effects of program implementation on the Rapyd user experience. As part of a periodic review, Rapyd may subject a Network Participant to enhanced due diligence procedures which may include on-site examinations and/or the use of a third-party reviewer. Any such examination is at the expense of the Network Participant, and a copy of the examination results must be provided promptly to Rapyd upon request.
In addition to KYC and AML programs executed by Network Participants, participants will provide Rapyd with adequate transactional metadata to enable Rapyd to effectively execute its own obligations for KYC, AML, screening, and transaction monitoring. Where such data is not provided or is deemed by Rapyd to be incomplete or insufficient, Rapyd may block transactions or participants, request additional data from a Network Participant, or request additional data from a Sender or Recipient of funds.
If Rapyd determines that a Network Participant or the Network Participant’s designated agent has failed to comply with Rule 8.1 “Anti-Money Laundering Program,” Rapyd may impose conditions on or require additional actions of the Network Participant or the Network Participant’s designated agent to prevent possible money laundering or financing of terrorist activities. These actions may include, but are not limited to, the following:
- Implementation of additional policies, procedures, or controls;
- Termination of an agent agreement;
- Termination of Network Participant participation in the Rapyd ecosystem;
- Non-compliance assessments; or
- Other action that Rapyd in its sole discretion determines to take with respect to the Network Participant or the Network Participant’s designated agent.
6.2 Rapyd compliance-related services
The Rapyd system provides certain capabilities to assist Network Participants in gathering or assessing data in service of their obligations under Anti-Money-Laundering Laws, money transmission laws and Privacy laws that Rapyd may make available to Network Participants upon request and mutual agreement. Network participants’ use of such capabilities will, however, not shift liability for any of the legal responsibilities related to such laws to Rapyd; instead, Network Partner remains liable for fulfilling its respective legal obligations in the jurisdictions that it operates in at all times.
6.3 Managing Fraud
There are several scenarios in which a Network Participant may claim that a transaction was not authorized and where fraud may be asserted:
- A Sender may provide their mobile device or Rapyd Network credentials to a friend or acquaintance and claim that the Recipient initiated a transaction that was unauthorized (i.e. “friendly fraud”).
- Notwithstanding the encryption that Rapyd employs, it is theoretically possible that a Sender’s data could be skimmed by malware and used to generate unauthorized transactions.
- A Sender may be using a funding source that is not their own and that they do not have the correct authorization to use.
- A Sender may be dissatisfied with the goods purchased or service provided and wish to indicate the goods were not “as described”.
Rapyd will provide a mechanism that enables Senders who believe that their data has been compromised through scenarios 1 or 2 to dispute allegedly fraudulent transactions. For scenario 1, the Sender will bear any cost of loss. For scenario 2, losses that can reasonably be attributed to a Network Participant for whom a Network Participant is providing services will be borne by the Network Participant (e.g., a Gateway or Payment Facilitator will bear fraud losses that can reasonably be attributed to its Merchants). Losses suffered by a Network Participant based on the compromise of its data will be the exclusive responsibility of that Network Participant.
6.4 Solvency and Customer Refund Policy Requirements
A Gateway, Infrastructure Partner or Payment Facilitator providing onboarding services pursuant to Section 3.2 hereof to a Merchant must conduct a diligent review to ensure that each Merchant the Gateway or Payment Facilitator signs to the Rapyd Network is financially solvent, such that the Merchant is able to deliver goods or services to the Merchant’s customers as promised, and that each Merchant provides and abides by a clearly-stated customer refund policy.
In such a case, the Gateway, Infrastructure or Payment Facilitator, and not Rapyd, is solely responsible for ensuring these financial solvency and customer refund policy requirements are met, and for monitoring its Merchants’ administration of customer refunds. In the event a Merchant is signed to the Rapyd Network through a Gateway or Payment Facilitator and that Merchant subsequently fails to deliver goods or services to its customers as promised, for reasons including but not limited to financial insolvency, the Gateway or Payment Facilitator may bear losses that can be reasonably attributed to its Merchant’s failure to deliver goods or services as promised. In no event shall Rapyd be liable for any losses resulting from or relating to a Merchant’s failure to deliver goods or services as promised.
6.5 Monitoring of Suspicious Activity
A Network Participant must monitor any transactions flowing through their systems for suspicious activity. Gateways or Payment Facilitators providing Rapyd Network onboarding services to Merchants are, additionally, responsible for monitoring its Merchants for suspicious activity.
This includes, but is not limited to, monitoring transactions for high velocity, high load value, suspicious withdrawals, and sending and receiving of transactions.
6.6 Fraud and Criminal Activity Reporting
A Network Participant must immediately report any fraudulent activity or other criminal risk activity to Rapyd by (i) email, and (ii) telephone and provide any related pertinent information. A Network Participant must promptly cooperate with Rapyd to investigate the matter and mitigate any harm.
In addition to reporting, Network Participants are expected to block transactions they suspect of being fraudulent, criminal, or otherwise in violation of network policy, even before transactions are reported.
In addition to reporting, Network Participants are expected to block transactions they suspect of being fraudulent, criminal, or otherwise in violation of network policy, even before transactions are reported.
A Network Participant must assist Rapyd in an investigation of fraudulent activity on the Rapyd Network by performing tasks including, but not limited to, the following:
- Interviewing Senders, Recipients, suspects, witnesses, and law enforcement personnel; Obtaining handwriting samples, photographs, fingerprints, and any other similar physical evidence;
- Providing information to proper authorities for the possible arrest of suspects, at Rapyd’s request; or
- Performing any other reasonable investigative assistance.
7.1 Rapyd Confidential Materials – Network Participant Responsibilities
A Network Participant must comply with all of the following:
- Maintain Rapyd Confidential information in strict confidence;
- Store and handle Rapyd Confidential information in such a way as to prevent unauthorized disclosure;
- Take reasonable measures to protect Rapyd Confidential information and treat it with at least the degree of care with which a Network Participant treats its own confidential and proprietary information;
- and disclose Rapyd Confidential information only to those employees with specific need to know;
- Be PCI compliant (or otherwise safeguard (i) security of payment instrument information and (ii) maintaining anti-penetration audits), where card payments are being processed.
7.2 Disclosure of Confidential Information to Contractors
A Network Participant may disclose confidential information to contractors that the Network Participant employs to provide services in connection with Rapyd products and services only if the Network Participant has a written agreement with its contractor that it:
Will not disclose the confidential information to any third party; and Will use the confidential information only to provide services to the Network Participant for use only with the Network Participant’s Rapyd products and services;
Is PCI compliant (or otherwise safeguard (i) security of payment instrument information and (ii) maintaining anti-penetration audits), where card payments are being processed.
Any confidential information disclosed to the contractor must comply with all of the following:
- Remain solely the property of Rapyd;
- Be returned to Rapyd immediately upon Rapyd request; and
- Be returned to the Network Participant immediately upon termination of the relationship that required use of the confidential information.
7.3 The Network Participant is responsible for its contractor’s compliance with these conditions.
Rapyd and its subsidiaries will not use or disclose Confidential Sender or Recipient Information to third parties, other than for any of the following:
Use or disclosure in the ordinary course of business to provide services to a Network Participant or a Network Participant’s designated agent, including, but not limited to, all of the following:
- Completing a transaction;
- Risk control;
- Dispute resolution; and
- Marketing services;
- Use or disclosure with the consent of the Sender or Recipient; or
- Other use or disclosure that is in accordance with Applicable Law.
8. Rapyd Rights
8.1 Rapyd Ownership of Intellectual Property
A Network Participant in the Rapyd Network must recognize Rapyd’s ownership of its intellectual property, including the Rapyd name, Rapyd Marks, and Rapyd technology, and agree to protect these ownership rights and the integrity of the Marks by complying with the applicable Rapyd Rules in all activities.
A Network Participant does not have any property or other right, claim, or interest, including any patent right, Trade Secret right, or Copyright interest, in any systems, processes, equipment, software, data, or materials that Rapyd or its subsidiaries use in connection with the Rapyd Network, except for Network Participant-supplied data or equipment.
8.2 Rapyd Right to Monitor, Audit, Inspect, and Investigate
Upon reasonable notice at a date and time mutually agreed to by Rapyd and a Network Participant, Rapyd may, either itself or through an agent, investigate, review, audit, or inspect a Network Participant, or the Network Participant’s agents, including by inspecting the premises and auditing the books, records, and procedures related to the Rapyd Rules of the Network Participant or its agent, to ensure that it is complying with the Rapyd Network Rules.
A Network Participant must cooperate fully, and ensure that its agent cooperates fully, with Rapyd in any such investigation, inspection, audit, or review. This cooperation includes providing access to the premises and to all pertinent records and releasing any information to Rapyd upon request.
A Network Participant shall also cooperate with, and submit to, any examination, inquiry, audit, information request, site visit or the like, which may be required by any Regulatory Authority or as required by Applicable Law. A Network Participant shall ensure that each of its agents comply with the foregoing requirements.
8.3 Right to Impose Condition on Rapyd Product or Rapyd Service Participation
Participation in the Rapyd Network is at the discretion of Rapyd, which may limit or impose conditions on its use, and may discontinue the service or product at any time.
8.4 Investigation Response Requirement
A Network Participant must respond to and provide information requested by Rapyd for a Rapyd Network Rules violation that is under investigation. The Network Participant must submit its response and information, within the time period specified, by mail, courier, facsimile, hand, email, or other electronic delivery method. The Notification response is effective when posted, sent, or transmitted by the Network Participant or its agent to Rapyd.
9. Use of Marks
9.1. Marks License
9.1.1 Rapyd Proprietary Rights to the Rapyd-Owned Marks
Network Participants acknowledge the proprietary rights of Rapyd and that unauthorized or inappropriate use of the Rapyd-Owned Marks may cause Rapyd irreparable damage or injury. Rapyd has the full authority to enforce all Rapyd rules governing Network Participants, Network Participants’ agents, and other entities that use the Rapyd-Owned Marks.
9.2 Infringement Proceedings Regarding the Rapyd-Owned Marks
Unless Rapyd grants express consent, Rapyd reserves the sole right to initiate infringement proceedings or other challenges involving any use of the Rapyd-Owned Marks.
9.3 General Use of Marks
9.3.1 Restricted Use of the Rapyd-Owned Marks
A Network Participant must use the Rapyd-Owned Marks, including associated elements, only for the following:
- To denote or promote the Rapyd Network, offers, sponsorships, services, processing, or acceptance;
- or To promote a Network Participant’s participation in the Rapyd Network.
9.3.2. Ownership of Rapyd-Owned Marks
A Network Participant must not state or imply that it is the exclusive owner or provider of any Rapyd-Owned Mark, except as otherwise permitted in the Rapyd Network Rules.
9.3.3 Rapyd Endorsement of Goods/Services
A Network Participant must not use any of the Rapyd-Owned Marks to indicate that Rapyd endorses, is identified with, or sponsors goods or services other than those of Rapyd.
9.4 Prohibition of Marks Infringement and Brand Denigration
A Network Participant’s participation in the Rapyd Network or other Network Participant materials using any Mark(s) of the Rapyd Network must not contain any matter that would tend to infringe, dilute, degrade, or denigrate any of the Rapyd-Owned Marks, Rapyd products, Rapyd services, or any other Network Participant, or impair the reputation or goodwill of Rapyd or the goodwill associated with the Marks.
10. Acceptable Use Policy
A Network Participant must not use the Rapyd Network:
- In any manner that may bring the Rapyd-Owned Marks or Rapyd or its affiliates into disrepute;
- In relation to, or for the purchase or trade of, photographs, video imagery, computer-generated images, cartoons, simulation, or any other media or activities including, but not limited to, any of the following:
- Child pornography;
- Rape (or any other non-consensual sexual behavior); or
- Non-consensual mutilation of a person or body part.
- A Network Participant that does not comply with these requirements will be subject to non-compliance assessments prescribed in Rule 13.
“Rapyd” means CashDash Ltd and Rapyd Financial Technology Inc. and certain other Rapyd group companies d/b/a Rapyd, and any Rapyd subsidiary or affiliate, as applicable.
“Rapyd Confidential” means information created by Rapyd and shared with Network Participants, the use and handling of which is subject to certain minimum standards of diligence and care to prevent unauthorized disclosure or business harm to Rapyd. This information includes any and all materials concerning Rapyd’s intellectual property, proprietary property or information, trade secrets, products, planned products, services or planned services, employees, customers, prospective customers, data, financial information, computer software, processes, methods, knowledge inventions, ideas, discoveries, current or planned activities, research, development, or other information relating to Rapyd’s business activities or operations.
“Rapyd Network” means Rapyd’s platform through which payments are processed and cleared and settled.
“Rapyd-Owned Marks” means all trademarks owned by Rapyd.
“Rapyd Network Rules” has the meaning set out in Rule 1.1.
“Rapyd Services” means any and all services Rapyd renders in connection with the Rapyd Network including but not limited to providing a network of Network Participants that together support and ensure the functioning of global payments through the Rapyd system.
“Rapyd User” is a Sender or consumer that uses Rapyd Services to pay, send or withdraw money at a Network Participant location.
“AML” has the meaning set out in Rule 7.1.
“Applicable Law” means (i) any applicable rule or requirement of a payment card network; and (ii) any and all foreign, federal, state or local laws, treaties, rules, regulations, regulatory and supervisory guidance, directives, policies, orders or determinations of (or agreements with) a Regulatory Authority and mandatory written direction from (or agreements with) any Regulatory Authority. For the US: including, without limitation, the Bank Secrecy Act, any and all sanctions or regulations enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, and federal or state statutes or regulations relating to banking, money transmission, currency exchange, anti-money laundering (including, but not limited to the Bank Secrecy Act), money service businesses, gift certificates/gift cards, unclaimed property, electronic funds transfers, consumer credit, usury, privacy and data security, and data breach remediation and notification, customer identity verification and screening, unclaimed property, including, without limitation, Section 1073 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203, 124 Stat. 1376, and the regulations promulgated thereunder, including, without limitation 12 CFR 1005.30, et seq., or any successor provisions, that, in each case, are applicable to the activities of the Rapyd Network, or otherwise applicable to any Network Participant or Rapyd or their respective agents, as the same may be amended and in effect from time to time. Applicable is whatever laws apply to the Network Participant in their Jurisdiction, be it US, Mexican, law of the Philippines or European law etc.
“Confidential Sender Information” means any information that (i) identifies or can be used to identify a Sender (including any name, signature, address, telephone number, email address, and other unique identifiers); or (ii) can be used to authenticate a Sender (including any employee identification number, credit card number, debit card number, bank account details, credit report information, answers to security questions, and other personal identifier) with or without any required security code, access code, personal identification number, or password, that would allow access to a Sender’s data.
“Copyright” means a form of protection that the laws of various countries provide for original literary, dramatic, musical, artistic, and certain other intellectual works.
“Mark” means a word, name, design, symbol, or other device, or any combination thereof, that Rapyd or any entity adopts to identify its goods or services.
“Merchant” means an entity that enables Rapyd as a means of collecting payment in exchange for goods and/or services sold to Rapyd users.
“Network Participant” means an entity such as a Merchant, Buyer, Paystation, Gateway or Payment Facilitator that meets Rapyd’s criteria for participation and is authorized to join the Rapyd Network.
“Notification” means written notice delivered by mail, courier, facsimile, hand, email or other electronic delivery method. Notification is effective when posted, sent, or transmitted by Rapyd to the Network Participant or its designated agent.
“OFAC” has the meaning set out in Rule 7.1.
“Payment Facilitator” has the meaning set out in Rule 3.1.
“Recipient” means the payee of funds transmitted via the Rapyd Network.
“Regulatory Authority” means any regulatory body that regulates payments including but not limited to payment networks which are utilized by any Network Participant, Sender or Recipient in connection with the performance of its obligations hereunder. For the US examples include, NACHA, any state banking department, the Consumer Financial Protection Bureau, the Federal Trade Commission, and any other governmental agency, including any foreign governmental agency, having jurisdiction over any of the services to be provided hereunder, a Network Participant, Rapyd or any of their respective agents.
“SDN List” has the meaning set out in Rule 7.1.
“Sender” means the payor of funds transmitted via the Rapyd Network. A Sender is sometimes called a consumer in the Rapyd Network Rules.
“Trade Secret” means any formula, pattern, device, or compilation of information that is used in a business, and that provides an opportunity to obtain an advantage over competitors who do not know or use it.
“Variance” means formal consent, granted by Rapyd that permits a Network Participant to not comply with one or more specific rules in the Rapyd Network Rules for an unspecified period of time. A Variance may include specific conditions and may be repealed or modified at Rapyd’s discretion.
“Waiver” means a temporary, formal consent granted by Rapyd that permits a Network Participant to not comply with one or more specific rules in the Rapyd Network Rules for a specified period of time. A Waiver may include specific conditions, and may be repealed, modified, or extended at the discretion of Rapyd.
“Network Participants Risk Management Obligations” means BSA / AML / OFAC / Fraud Prevention & Detection acceptance and understanding:
To help fight the Funding of Terrorism and Money Laundering Activities, the network requires as applicable to obtain, verify, and record information that identifies each person(s) who open an account(s); have a non-account relationship or service agreement (s). To the extent that you fail to provide or to consent to providing any such information, that failure shall be grounds for Rapyd to not open an account(s); have a non-account relationship or service agreement (s).
Rapyd will close / terminate your account(s); have a non-account relationship or service agreement (s). If Rapyd knows, suspects, or has reason to suspect that the relationship is:
- Causing or attempting to cause to transact in illicit activity;
- Causing or attempting to cause to transact activity with a U.S. Government sanctioned person or vessel;
- Causing or attempting to cause to transact activity with a U.S. Government sanctioned country;
- Causing or attempting to cause to fail to file a currency transaction report; Causing or attempting to cause to fail to file a report of international transportation of currency or monetary instruments;
- Causing or attempting to cause to file an inaccurate and/or misleading report; Causing or attempting to cause not to file a report or seize funds on an account; and Causing or attempting to cause to Structure or attempting to structure large transactions into several smaller transactions in an attempt to avoid regulatory compliance reporting.
Rapyd, Client(s) / Customer(s) / Employee(s) / Correspondent(s) / Strategic Partner(s) / Vendor(s) that hold an account(s); have a non-account relationship or service agreement (s) with Rapyd may all be subject to prosecution for evading the regulatory or reporting requirements. There are both civil and criminal penalties associated with violations of these regulations that may carry significant monetary fines and imprisonment.
The Client(s) / Customer(s) / Employee(s) / Correspondent(s) / Strategic Partner(s) / Vendor(s) agree to assist Rapyd in gathering information to meet Bank Secrecy Act (BSA); Anti-Money Laundering (AML); Customer Identification Program (CIP); and Fraud Prevention & Detection efforts / requirements.
To the extent that you fail to provide or to consent to providing any such information, that failure shall be grounds for Rapyd to not open your account(s); have a non-account relationship or service agreement(s) and/or to close your account(s); have a non-account relationship or service agreement (s).
To view the Data Processing Addendum, click here.