Payments Policy - ODEKO

Payments Policy

Effective as of July 18, 2022


Odeko provides a platform, tools, and services (collectively the “Odeko Services”) to local coffee shops, cafes, bakeries, eateries and other entities not affiliated with Odeko (each, “Seller”) to promote, market, and sell their products and services to consumers online through the Odeko website and mobile application (together with the Odeko Services, the “Odeko Platform”). The Odeko Platform enables consumers (“Users” or “Buyers”) to search for and place mobile orders with Seller. Users can pay by credit card, debit card, Apple Pay, Google Play, and any other method accepted by the third-party payment processing service (“Payment Provider”) selected by Odeko (e.g., Square, Inc.).

This Odeko Seller Payments Policy (the “Policy”) sets out Seller’s rights and responsibilities on the Odeko Platform, including related to the acceptance and receipt of User payments processed through the Odeko Platform, so please read it carefully. This Policy is a part of our Terms of Use. By using the Odeko Platform, Seller is agreeing to this Policy and our Terms of Use.

1. Overview

All User payments for purchases from Seller through the Odeko Platform are facilitated by Odeko and its Payment Provider. Odeko uses third-party processors and partnering banks (“Third-Party Providers”) to settle sales proceeds to Seller, less any amount owed to Odeko, to Seller’s designated bank accounts. Odeko may replace any of its Third-Party Providers without notice to Seller.

2. Third-Party Services

Odeko has engaged Third-Party Providers to perform many of the services related to payment processing, including card processing, disbursements, identity verification, fraud analysis, and regulatory compliance.

Odeko partners with Third-Party Providers, including the Payment Provider, Mercury, banks and other licensed payment providers to facilitate card payments and other payments and the disbursement of funds to Seller. Odeko may share business, personal or transactional information with Third-Party Providers for purposes related to payments processing. Seller hereby consents and authorizes Odeko to delegate the authorizations and share the information Seller provides to Odeko with the Payment Provider and Third-Party Providers to the extent required to provide the payment services to Seller. By using a third-party service, Seller may also be subject to an agreement with any of the Third-Party Providers.

If Odeko receives notice that Seller’s activity violates a Third-Party Provider’s service agreement, we may at our sole discretion take action to comply with their policies, including suspending or terminating Seller’s selling privileges.

3. Odeko’s Rights and Responsibilities

Odeko reserves the right to decline or refund transactions that we or Third-Party Providers believe to be high risk, fraudulent, in violation of trade sanctions, or otherwise in violation of our Terms of Use.

4. Seller Rights and Responsibilities

Seller Accounts and Information. For Seller to receive payment for transactions made through the Odeko Platform, Seller must provide all required information and authorization. Such information may include bank account information, ACH authorization, and beneficial ownership information.

Seller must provide accurate business and personal information as requested during registration, and are responsible for maintaining and updating that information as necessary. Seller will not impersonate any person or use any name it is not legally authorized to use. Seller agrees that Odeko is permitted to share the information provided to Odeko relating to its business and transactions with the Payment Provider, Third-Party Providers, and Seller’s bank, in each case to the extent the transaction involves such third parties.

Seller authorizes Odeko, and our authorized agents, to verify Seller’s information (at registration and on occasion when using the Odeko Platform) and conduct due diligence through third parties, including by accessing public records and obtaining credit reports about Seller as necessary. Odeko and the Third-Party Providers may verify Seller’s information in order to safeguard the integrity of the marketplace and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions.

If Seller does not provide Odeko with any requested information, or Odeko is otherwise unable to verify the information Seller has provided, Odeko may refuse Seller access to the Odeko Platform.

Disputes. Odeko does not sell goods or services, but only provides a platform for transactions between Users and Seller. Odeko does not have any return or refund policy, and all refunds or returns shall be in accordance with the return and refund policy of the applicable Seller. Seller agrees to establish and maintain dispute resolution, return, and refund policies to resolve any disputes directly with a Buyer. Seller agrees to comply with all applicable laws and regulations related to returns, refunds, and chargebacks.

We reserve the right, in our sole discretion, to seek reimbursement from Seller in any of the following circumstances: (a) we provide a refund to a Buyer, consistent with our Terms of Use or Seller’s policies, (b) we discover erroneous or duplicate transactions related to Seller, (c) we receive a chargeback from a Buyer's credit or debit card issuer or reversal of payment for the amount of a Buyer's purchase from Seller, or (d) Seller does not act in accordance with this Policy or our Terms of Use and Odeko, in its sole discretion, issues a refund to a Buyer.

We may obtain reimbursement of any amounts owed by Seller to Odeko by deducting from future payments owed to Seller, charging Seller’s card on file, charging Seller’s payment account, or seeking reimbursement from Seller by any other lawful means, including by using third-party collections services. Seller authorizes us to use any or all of the foregoing methods to seek reimbursement. Odeko may suspend Seller’s Odeko account at any time pending payment of Seller’s outstanding balance.

Seller’s Bank Fees. Seller is responsible for any fees charged by Seller’s bank during the settlement of proceeds due to Seller.

5. Appointment of Odeko as Limited Payment Agent

Seller appoints Odeko as its limited payments agent for the sole purpose of receiving, holding and settling payments to Odeko for purchases made through the Odeko Platform. Odeko will settle payments that are actually received by Odeko to Seller, less any amounts owed to Odeko, including fees and other obligations, and subject to the Policy, our Terms of Use, and any other applicable agreement with Odeko. Seller agrees that a payment received by Odeko on Seller’s behalf satisfies Buyer’s obligation to make payment to Seller, regardless of whether Odeko actually settles such payment to Seller. If Odeko does not settle to Seller any such payments as described in the Policy, our Terms of Use, and any other applicable agreement with Odeko, Seller will have recourse only against Odeko and not the Buyer, as payment is deemed made by the Buyer to Seller upon constructive or actual receipt of funds by Odeko. Odeko will disburse payments to Seller only to the account associated with the payout information designated by Seller. Disbursements are made by ACH or, in certain limited circumstances, by check. In accepting appointment as the limited payments agent of Seller, Odeko assumes no liability of any acts or omission of Seller and Seller understands that Odeko’s obligation to pay Seller is subject to and conditional upon the Buyer’s actual payment.

For the avoidance of doubt, Odeko does not and will not provide banking, deposit taking, insurance or other financial services to Seller other than serving as a limited payments agent. Odeko may in its sole discretion offer and provide rewards and other benefits to Buyers from time to time.

6. Fees and Settlement

Mobile Ordering Fees. For each mobile order transaction, Seller agrees to pay Odeko a fee of 2.1 percent of the total amount of the transaction and to pay the Payment Provider (Stripe, Inc.) a fee of 2.9 percent of the total amount of the transaction. Fees are subject to change at any time. See our Terms of Use for additional information regarding payment and fees.

Disbursement. Odeko will instruct Third-Party Providers, as applicable, to disburse Seller’s sales proceeds, less any amount due to Odeko and the Payment Provider, to Seller’s bank account on a weekly (or, in certain limited circumstances, daily) basis.

Delays. In some cases, settlement could be temporarily delayed by an issue at Odeko, the Third-Party Providers, or Seller’s bank. We’ll do our best to communicate with any affected Seller as soon as we can. We always work hard to avoid and minimize any delays. However, please note that Odeko is not obligated to refund any fees or reimburse any expenses due to delayed settlements that are of no fault of Odeko.

Escheatment. If Odeko cannot settle funds into Seller’s bank account for any reason, the funds will remain with Odeko. It is Seller’s sole responsibility to update their bank account information to receive the funds, if applicable. If Seller fails to update the information to claim the funds within a certain period of time, or Odeko cannot release funds to Seller for compliance reasons, Odeko will escheat the funds to the relevant government authority as required in order to comply with applicable escheatment laws.

7. Termination

Seller and Odeko may terminate this contract and their acceptance of Odeko’s services in accordance with our Terms of Use.

Upon termination, any non-disputed sales proceeds, less any amounts due to Odeko, owed to Seller will be settled into Seller’s designated bank account. Odeko reserves the right, upon termination of access to the Odeko Platform, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover any anticipated chargebacks, refunds, adjustments, or other amounts that might be paid to Buyers in connection with purchases made through the Odeko Platform for a prospective 90-day period. At the end of the 90-day period following termination, we will disburse to Seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in this Policy for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.