CAMBRIDGECOMMERCE, INC.
1. Parties and Acceptance
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and CambridgeCommerce, Inc. (“CEC,” “we,” “us,” or “our”), a California S-Corporation with its principal place of business at 5110 Berryessa St., Oceanside, CA 92056.
By accessing our website at cambridgecommerce.com, submitting a merchant application, uploading documents, contacting us through any channel, or using any of our services, you accept and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
If you are using our services on behalf of a business entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” refers to that entity.
2. Description of Services
CambridgeCommerce, Inc. is a merchant services agent and payment processing consultant. We work with acquiring banks and payment processors on behalf of merchant clients to identify, evaluate, and facilitate payment processing solutions tailored to each merchant’s business needs. Our services include:
- Evaluating merchant applicants for payment processing eligibility
- Preparing and submitting merchant applications to acquiring banks and payment processors on behalf of merchant clients
- Providing consultation, guidance, and support regarding merchant account options and payment processing solutions
- Facilitating ongoing communication between merchants and their acquiring banks or processors
CEC is not a bank, payment processor, or money transmitter. We act as a non-exclusive merchant services agent operating on behalf of merchant clients. All final decisions regarding merchant account approval, pricing, terms, and account management are made by the acquiring banks and payment processors, not by CEC. CEC provides services exclusively to businesses and business owners; we do not provide any services to individual consumers.
3. Eligibility and Acceptable Use
CEC provides services exclusively to businesses and business owners. Our services are not available to or intended for individual consumers. To use our services, you must: (a) be at least 18 years of age; (b) be a duly organized business entity or a business owner with authority to apply for merchant services; (c) provide accurate, current, and complete information; and (d) comply with all applicable federal and state laws and regulations, including card association rules (Visa, Mastercard, Discover, American Express) and applicable state and federal financial regulations.
You agree not to use our website or services to: (a) submit false, fraudulent, or misleading information; (b) apply for merchant services for an unlawful business purpose; (c) circumvent card association rules or acquiring bank underwriting requirements; (d) interfere with the security or integrity of our systems; or (e) engage in any activity that could expose CEC or its processor partners to regulatory sanction or liability.
4. Merchant Application Process
4.1 Application Submission
When you submit a merchant application through our website or by any other means, you authorize CEC to submit your application and supporting documentation to one or more acquiring banks and payment processors for underwriting review. You acknowledge that CEC will share your business and personal information with those institutions as necessary to process your application.
4.2 Accuracy of Information
You represent and warrant that all information you provide in connection with a merchant application is accurate, complete, and not misleading. You agree to promptly notify CEC of any material change to the information submitted. CEC bears no liability for delays, declines, or adverse outcomes resulting from inaccurate or incomplete information you provide.
4.3 No Guarantee of Approval
CEC makes no representation or warranty that any merchant application will be approved. All approval decisions are made by acquiring banks and payment processors in their sole discretion. CEC has no authority to guarantee or commit to approval, specific pricing, or specific terms.
4.4 Application Ownership
You acknowledge that once a merchant application is submitted to an acquiring bank or payment processor, the merchant agreement and associated account records become the property of that institution and are governed by that institution’s terms, conditions, and privacy policy.
5. User Obligations and Representations
By using our services, you represent, warrant, and agree that:
- You are not subject to any governmental order, injunction, or regulatory sanction prohibiting you from engaging in payment processing or financial services activities
- Your business is not engaged in activities that violate applicable law or card association rules
- You will cooperate fully with any underwriting, compliance, or verification requests from CEC or its processor partners
- You will not solicit or retain CEC’s proprietary information, client lists, or processor relationships for any purpose other than obtaining merchant services through CEC
- You will maintain the confidentiality of any login credentials, portal access information, or account details provided to you by CEC or its processor partners
6. Fees and Compensation
Merchant applicants do not pay CEC for any fees associated with payment processing. All compensation to CEC is paid directly by the acquiring banks or payment processors with which CEC maintains agent relationships. Any fees applicable to your merchant account (including processing fees, monthly fees, chargeback fees, and PCI compliance fees) are established by and payable to your acquiring bank or payment processor under your merchant agreement with that institution, not to CEC.
If CEC charges any direct fees for services rendered to you, those fees will be disclosed in a separate written agreement prior to your obligation to pay.
7. Intellectual Property
All content on cambridgecommerce.com, including but not limited to text, graphics, logos, images, application forms, and software, is the property of CambridgeCommerce, Inc. or its licensors and is protected by applicable copyright, trademark, and other intellectual property laws.
You are granted a limited, non-exclusive, non-transferable license to access and use our website and services for the sole purpose of evaluating and applying for merchant payment processing services. You may not reproduce, distribute, modify, create derivative works from, or exploit any content from our website without our prior written consent.
8. Confidentiality
In the course of our services, you may receive or have access to non-public information regarding CEC’s business methods, processor relationships, pricing structures, and client referral processes (“Confidential Information”). You agree to maintain the strict confidentiality of all such Confidential Information and not to disclose it to any third party without CEC’s prior written consent.
This obligation survives termination of these Terms for a period of three (3) years. This Section does not apply to information that: (a) was already publicly known at the time of disclosure; (b) becomes publicly known through no fault of yours; or (c) is required to be disclosed by law or court order, provided you give CEC prompt advance written notice.
9. Privacy and Data Handling
Your use of our services is governed by our Privacy Policy, available at cambridgecommerce.com/privacy-policy, which is incorporated into these Terms by reference. By using our services, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.
You acknowledge that as part of the merchant application process, CEC will share your personal and business information with acquiring banks, payment processors, and related service providers as necessary to evaluate and process your application. This sharing is a necessary component of the merchant services engagement and is not a “sale” of your personal information as defined under the California Consumer Privacy Act (CCPA/CPRA).
10. Disclaimer of Warranties
Our website and services are provided “as is” and “as available” without warranty of any kind. To the fullest extent permitted by law, CambridgeCommerce, Inc. expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our website will be uninterrupted, error-free, or free of viruses or other harmful components. We make no warranty regarding the outcome of any merchant application submitted through our services.
11. Limitation of Liability
To the fullest extent permitted by applicable law, CambridgeCommerce, Inc., its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or cost of substitute services, arising out of or relating to your use of or inability to use our services, even if we have been advised of the possibility of such damages.
In no event shall CEC’s total aggregate liability to you for all claims arising out of or relating to these Terms or our services exceed the greater of (a) the total fees paid by you to CEC in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100.00).
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.
12. Indemnification
You agree to indemnify, defend, and hold harmless CambridgeCommerce, Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of our services; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or card association rule; (d) any inaccuracy or misrepresentation in information you provide to CEC or its processor partners; or (e) any dispute between you and an acquiring bank or payment processor.
13. Third-Party Relationships
CEC acts as a non-exclusive independent merchant services agent for acquiring banks and payment processors. Our facilitation of your application does not create an agency, partnership, joint venture, or employment relationship between you and CEC or between you and any acquiring bank or payment processor.
Acquiring banks and payment processors are independent third parties. CEC is not responsible for and has no control over the decisions, actions, terms, or conduct of any acquiring bank or payment processor. Any disputes regarding your merchant account, fees, chargebacks, reserves, or account termination must be addressed directly with your acquiring bank or payment processor under the terms of your merchant agreement with that institution.
Our website may contain links to third-party websites. Those sites are not under our control, and we are not responsible for their content, privacy practices, or terms. Links do not constitute endorsement.
14. Dispute Resolution — Binding Arbitration and Class Action Waiver
This section contains a binding arbitration agreement and class action waiver that affect your legal rights. Please read this section carefully before using our services.
14.1 Agreement to Arbitrate
You and CambridgeCommerce, Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms, our Privacy Policy, our services, or any merchant application process (collectively, “Disputes”) shall be resolved exclusively by final and binding individual arbitration, rather than in court. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), and shall survive termination of these Terms.
14.2 Class Action Waiver
You and CambridgeCommerce, Inc. each waive the right to bring or participate in any class action, class arbitration, collective action, representative action, private attorney general action, or consolidated proceeding of any kind. All disputes must be brought and resolved on an individual basis only. No arbitrator or court shall have authority to combine or aggregate claims, conduct a class arbitration, or make an award to any person or entity not a party to the individual arbitration.
14.3 Jury Trial Waiver
You and CambridgeCommerce, Inc. each waive any right to a jury trial with respect to any dispute. All disputes shall be resolved by a neutral arbitrator, not a judge or jury.
14.4 Arbitration Procedures
Arbitration shall be administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules, which are available at www.adr.org. The arbitration shall be conducted by a single neutral arbitrator. The arbitration shall take place in San Diego County, California, or via videoconference by mutual agreement of the parties.
The arbitrator shall have authority to award any remedy that a court could award, including declaratory or injunctive relief limited to your individual claim. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.5 Pre-Arbitration Dispute Resolution
Before initiating arbitration, you must: (a) send written notice of your Dispute to CambridgeCommerce, Inc. at 5110 Berryessa St., Oceanside, CA 92056, or by email to [email protected]; (b) describe the nature of the claim and the relief sought; and (c) allow CEC thirty (30) days to attempt informal resolution. If CEC does not resolve the Dispute within that period, either party may commence arbitration.
14.6 Fees and Costs
AAA filing fees and arbitrator compensation shall be allocated per the applicable AAA Commercial Arbitration Rules. Each party shall bear its own attorneys’ fees and costs unless the arbitrator determines a party acted in bad faith or the applicable rules provide otherwise.
14.7 Exceptions
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of a Dispute by arbitration. This Section does not apply to claims that applicable law expressly requires to be resolved in court (such as certain small claims court actions).
14.8 Severability of Arbitration Provisions
If any portion of this Section 14 is found unenforceable, that portion shall be severed and the remaining provisions shall continue in full force. If the class action waiver in Section 14.2 is found unenforceable with respect to a particular claim, that claim shall be adjudicated in court but severed from any arbitrable claims, which shall proceed in individual arbitration.
15. Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. To the extent any Dispute is not subject to arbitration under Section 14, or concerns the enforcement of an arbitration award, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in San Diego County, California.
16. Term and Termination
These Terms remain in effect for as long as you use our website or services. CEC reserves the right to terminate or suspend your access to our services at any time, with or without cause, and with or without notice. Upon termination: (a) your license to use our services immediately terminates; (b) you must cease all use of our services; and (c) Sections 8 (Confidentiality), 9 (Privacy), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 14 (Arbitration), 15 (Governing Law), and this Section 16 shall survive.
17. General Provisions
17.1 Entire Agreement
These Terms, together with our Privacy Policy and any executed merchant services or referral agreement, constitute the entire agreement between you and CEC with respect to their subject matter and supersede all prior agreements, understandings, and representations.
17.2 Amendment
CEC reserves the right to modify these Terms at any time by posting an updated version at cambridgecommerce.com/terms. Your continued use of our services after the effective date of any update constitutes acceptance. We will use reasonable efforts to notify you of material changes.
17.3 Severability
If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall remain in full force.
17.4 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by CEC. Failure to enforce any provision shall not constitute a waiver of future enforcement rights.
17.5 Assignment
You may not assign or transfer your rights or obligations under these Terms without CEC’s prior written consent. CEC may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17.6 Notices
Notices to CEC under these Terms must be sent in writing to: CambridgeCommerce, Inc., Attn: Legal, 5110 Berryessa St., Oceanside, CA 92056, or by email to [email protected]. Notices to you will be sent to the email address associated with your application or account.
17.7 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, governmental actions, natural disasters, pandemics, or failure of third-party service providers.
17.8 Relationship of Parties
Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and CEC.
18. Contact Information
For questions about these Terms, to submit a pre-arbitration dispute notice, or for any legal inquiries, please contact:
CambridgeCommerce, Inc.
5110 Berryessa St., Oceanside, CA 92056
Phone: (760) 444-9000
Email: [email protected]
Website: cambridgecommerce.com
BY USING CAMBRIDGECOMMERCE’S WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.