Paybook Donation Services Terms and Conditions
IMPORTANT NOTICE: EXCEPT WHERE OTHERWISE PERMITTED OR RESTRICTED BY LAW, THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
These terms and conditions (“Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, govern your access to or use of the Paybook website, mobile application, platform, and additional services made available by Paybook, Inc. (“Paybook”, “we”, or “our”), has developed a proprietary platform called Glass that allows users to receive charitable donations (collectively, with any new features and services, the “Services”), and the entirety of your relationship with Paybook. The Services shall include any and all services, features, or tools made available on or through the Paybook website or mobile application or otherwise provided by Paybook, including but not limited to any widget, form, or other tools for marketing, communications, social sharing, event registration, branding, donation, integration, customization or promotions. PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING OR ACCESSING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS. These Terms apply to you if you are a charity, donor, or any other user of the Services (collectively, “Users” or “you”). If you are reviewing and agreeing to these Terms on behalf of an entity, you hereby represent and warrant that you are an authorized representative of such entity, with the authority to legally bind such entity and do hereby legally bind such entity to these Terms. If you choose to not accept these Terms, you cannot use the Services. Please contact us at legal@paybook.com if you have any questions. In addition to reviewing these Terms, you should also read our Privacy Policy to better comprehend how we collect and use your information. Your use of the Services constitutes your agreement to our Privacy & Security Policy. If you are in Europe, you do not consent to our Privacy Policy, but you do acknowledge that you have read it and understand its terms.
Certain areas of and/or features or products on the Services may have different and/or additional terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or feature, the latter take precedence with respect to your use of that area or feature and with respect to the provision in conflict.
Access to the Services from territories where the Services are illegal is strictly prohibited. Users are responsible for complying with all applicable federal, state, provincial, territorial, or local rules, laws, and regulations, directives and ordinances (collectively, “Applicable Laws”) regarding their use of the Services. If you are in Europe, the Privacy Policy does not form part of these Terms.
1. Overview. The purpose of the Services is to help bona-fide non-profit organizations and other charitable, non-profit or tax-exempt organizations (collectively, “Charities”) raise money. We do not select or endorse any person or entity or any of their causes; rather, we provide a technology platform to allow donors to connect with Charities. The Services do not constitute a solicitation by Paybook of donations for any Charity and, unless otherwise expressly indicated in writing in the Services, Paybook does not engage in any solicitation activities, or consult on the solicitation of contributions from the public on behalf of any person or entity. By using the Services, you agree that Paybook is not responsible for the use of your donations by a Charity or the amount of funds raised for your Charity.
2. Becoming a Registered User.
a. To use the Services, in addition to satisfying all other requirements contained in these Terms, you must: (i) be over the age of majority in the jurisdiction in which you live (i.e., at least 18, and in some cases 19 years old) or, if you are a minor over the age of 13 (or 16 in Europe), you may only use the Services with the permission and supervision of your parent or legal guardian; (ii) be registered with Paybook (to the extent required) and not have been previously restricted, suspended, or terminated by Paybook; and (iii) not be using another Paybook user’s account without his/her permission.
b. To use the Services, you will be asked to create an account on behalf of your Charity . You may only sign up for an account on behalf of a Charity that is an entity if you have the legal authority to bind that entity. You will be required to provide some information when you sign up, including an email address to receive any notices required by law, in lieu of communication by postal mail, along with other messages, including changes to features of the Services.
c. You may need a username and password to use certain features of the Services. By selecting a user name, you agree that you will not select or use a name: (i) of another person with the intent to impersonate that person; (ii) subject to the rights of any person without authorization; (iii) in violation of the intellectual property rights of any person; or (iv) that Paybook, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit Paybook to identify you by your user name (which may be a pseudonym). You acknowledge and agree that you shall have no ownership or other property interest in your account and/or user name, and you further acknowledge and agree that all rights in and to your user name and account are and shall forever be owned by and inure to the benefit of Paybook. You are responsible for maintaining the confidentiality of your password and account information, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify Paybook immediately of any unauthorized use of your password or account or any other breach of security. Paybook assumes no liability for any loss or damage arising from any unauthorized use of your password or account by a third party. Paybook has the right to reclaim any user names for any reason.
d. You agree to: (a) provide accurate information as prompted on the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Paybook has reasonable grounds to suspect that such information is inaccurate, Paybook may suspend or terminate your use of the Services and/or decline to permit your continued use of the Services and future access to the Services.
3. Charities. Charities must register for a Charity account with Paybook. If you are a Charity or an agent of such Charity using the Services to raise funds for such Charity, you agree that you will comply with all Applicable Laws, and you represent and warrant that such Charity: (i) is a bona fide non-profit or charitable organization with a cause or activity that is legal under all Applicable Laws; (ii) will use all donated funds solely for the purpose you have stated on the Services, and for no other purpose; (iii) has and will maintain tax-exempt status under the Applicable Laws of its jurisdiction of organization; and (iv) has authorized you to raise money on its behalf through the Services.
a. Taxes. All fees are non-refundable. A Charity will be responsible for any applicable taxes based on its net income or gross receipts.
b. Fees; Deductions from Donations. By using the Services, each Charity hereby authorizes us to charge the account and billing method on file for all applicable fees and other charges. A Charity will receive Donations minus: (i) any applicable Paybook platform or processing fees, which are described in Section 3.c below; (ii) any optional Paybook tip or donation, as described in Section 3.d below; and (ii) any applicable Processor (as defined below) transaction fees and credit card fees, as described in Section 3.e below.
c. Paybook Fees. Paybook will charge a platform fee in connection with each Donation in the amount stated in the Services in connection with the Donation transaction, as such platform fee may be adjusted from time to time by Paybook in its discretion. Paybook’s platform fee is in addition to any fees and charges assessed by the Processor. Paybook is not a payment processor and does not hold funds on behalf of any payment processor.
d. Optional Paybook Tip. The Services may provide a Charity or a donor with the option of making a courtesy donation or tip to Paybook for making the Services available and to support the Services. Notwithstanding the use of the term “donation” to describe courtesy donations to Paybook, Paybook will treat all such amounts as additional payment for services rendered.
e. Processor Fees. Paybook has partnered with certain third party payment processors (each, a “Processor”) to make donating to Charities easy and seamless. The fees associated with such Donation processing is explained below.
Processor Accounts. By using the Services, (1) each Charity hereby authorizes and directs Paybook to create and access an account on behalf and in the name of such Charity with the applicable Processor to the extent necessary to enable Paybook to provide the Services as determined by Paybook in its sole discretion, and (2) each Charity agrees that it agrees to the terms of service of any Processor used by the Charity and/or Paybook in connection with the Services.
Processor Fees. The applicable Processor will charge a transaction fee for facilitating each Donation transaction in accordance with the Processor’s terms of service. The Processor’s transaction fee will be indicated via the Services at the time the Donation is made. The transaction fee may be a fixed percentage of the gross Donation amount or may be charged on another basis.
Sr. Pago. Paybook uses Sr. Pago (Cobra Online S.A.P.I. de C.V.) for certain Donation payment processing. By using Paybook Services that use or otherwise incorporate Sr. Pago’s payment processing services, you agree to the Sr. Pago Terms of Service at https://senorpago.com.
Stripe. Paybook uses Stripe, Inc. for certain Donation payment processing. By using Paybook Services that use or otherwise incorporate Stripe’s payment processing services, you also agree to the Stripe Terms of Service at https://stripe.com/checkout/legal and Privacy Policy at https://stripe.com/us/privacy.
CoinPayments. Paybook uses Coinpayments, Inc. for certain Donation payment processing. By using Paybook Services that use or otherwise incorporate CoinPayments’ payment processing services, you also agree to the CoinPayments User Agreement and Privacy Policy.
Wyre. Paybook uses Wyre Payments, Inc. for certain custodial accounts for crypto to fiat conversions and other services. By using Paybook Services that use or otherwise incorporate Wyre’s processing services and allowing Paybook to create a Wyre account on your behalf, you agree to the Wyre Payments, Inc. User Agreement and Privacy Policy.
Additional Processors. Paybook may add additional Processors to the Services from time to time in its sole discretion. Any payment terms presented to a Charity by a Processor in the process of making a Donation are deemed part of these Terms.
Processor Disputes. By choosing to use the Services, you agree that Paybook is not responsible for resolving any dispute between a Charity and a Processor and you agree to indemnify, defend, and hold Paybook harmless from any and all losses, damages, claims and expenses arising from any such dispute.
f. No Withholding. Paybook does not withhold funds for tax purposes or otherwise. Charities will be solely responsible for taxes based on applicable international, federal, state, local or any other taxes or levies.
g. Ownership of Donor Lists and Data. As between Paybook and Charity, with respect to Donor Lists and Donor Data that Paybook has received exclusively by means of a donation to such Charity and by no other means, and to the extent permitted by Paybook’s Privacy Policy and Applicable Law, Charity shall own the Donor Data of Donors who have provided a Donation to Charity, including contact information or such Donors; provided, however, that Charity grants to Paybook a worldwide, non-exclusive, royalty-free, perpetual license to use Donor Data for the following purposes: (i) to provide the Services, including account administration and processing donations; (ii) to enforce our agreements, (iii) fraud prevention, safety, security, and compliance with law; (iv) to respond to law enforcement requests; (v) research and analytics; (vi) to customize, adjust, and improve the Services; and (vii) to develop new services. “Donor Data” means a Donor’s name, address, email address, donation amount, date of transaction, transaction identification number, and name of the project. THE LIST OF DONORS WHO CONTRIBUTE TO A CHARITY CONDUCTED THROUGH THE SERVICES (“DONOR LISTS”) ARE PROVIDED “AS IS”, AND PAYBOOK MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY DONOR LIST OR ANY INFORMATION CONTAINED THEREIN. By using these Services, all Donors consent to the disclosure of such Donor Lists and Donor Data described in this Section 4.e.
4. Donors. An individual or entity that registers as a user (including a guest user) of the Services and donates funds through the Services (“Donor”) is subject to the following terms that apply specifically to Donors.
a. Donor’s Risk. All Donations are at your own risk. When you make a Donation, it is your responsibility to understand how your money will be used. Paybook does not warrant that Donations will be used for any particular purpose and is not responsible for any misuse of the Donations.
b. No Gift Restrictions. Donors are not permitted to impose restrictions on the use of Donations by a Charity or other recipient. Each Charity or other recipient shall have full discretion to determine how all Donations will be used.
c. Donor Representations. By donating money through the Services, you warrant that any Donation you make is legal in your jurisdiction and that you are authorized to use the payment method you have selected. You also agree that: (i) all Donations to Charities, Paybook, or any other person or entity using or providing the Services are made as unrestricted gifts and may not be restricted to any particular purpose; (ii) designated Donations and registration fees and transaction fees will be charged to the credit or debit card or other payment method you use through the Processor; (iii) Paybook does not collect or store your credit card information; (iv) all Donations are final and non-refundable; and (v) recurring monthly Donations continue until the Donor cancels such recurrence.
d. Tax Deductions. Paybook makes no representation as to whether all or any portion of your Donations, including, if any, transaction fees, are tax deductible or eligible for tax credits. Paybook will have no liability for any claim by any federal, state, provincial, territorial, local, or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any Paybook user or any Charity. You should consult your tax advisor as to the amount of your Donation, if any, that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation. Donations made to Paybook will be treated by Paybook as additional payment for the Services.
e. Donor Information. Donors shall provide Paybook with such information as is required to enable the issuing of an official Donation receipt. Donor agrees that, in accordance with the Privacy & Security Policy, unless a Donor makes an election to donate anonymously, certain of Donor’s personal information will be shared with the Charity to which such Donor makes a donation. Paybook is not responsible, and shall not be liable, for any Charity’s use of any Donor information.
f. Payment Authorization. By choosing to make a Donation, you agree to pay to the Charity and/or Paybook, as applicable, through the Processor, all Donation amounts you specify in using the Services and you authorize Paybook, through the Processor, to charge your chosen payment provider. By choosing to make a Donation, you also agree to the terms of service of any Processor used by the Charity and/or Paybook in connection with the Services. The terms of your payment will be based on your payment method, and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen payment method. You further agree to pay any additional fees, charges, penalties, interest or other amounts assessed by your credit card or debit card provider. You hereby agree to indemnify, defend, and hold Paybook harmless from any and all such losses, damages, claims and expenses and you agree that Paybook is not responsible for resolving any dispute between you and a Processor.
After deduction of the Processor’s fee, Paybook’s fee, the amount of any optional donation to Paybook, plus, in each case, applicable charges, the remaining amount of your Donation made through our Services will be distributed to your designated Charity.
5. General Terms Applicable to Charities, Donors, and All Other Users.
a. Ownership of the Services. The Services and all technology underlying the same are expressly owned and operated by Paybook. Unless otherwise noted, the design and content features on the Services, including without limitation: information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, APIs, URLs, and the like, as well as the selection, assembly and arrangement thereof (collectively, the “Site Information”), are owned by Paybook or its affiliates, if any, or are licensed by Paybook from third parties. The Services, as a whole and in part, are protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved.
The trademarks, logos, and service marks (“Marks”) displayed on the Services are registered trademarks of their respective owners, are the property of their respective owners, and/or are protected by U.S. and international trademark laws and/or common law. Their uses are restricted to programs, events, products or services that Paybook sponsors or with which we are otherwise affiliated. Paybook's trademarks may not be used for personal financial gain. Use of the Marks is prohibited without Paybook's express written consent except as permitted by applicable laws. Nothing contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks without Paybook's express written consent.
No portion of the Services or Site Information may be reprinted, republished, modified, or distributed in any form without Paybook's express written permission. You may not, and these Terms do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Services or any of the Site Information.
You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Services, or the Site Information and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Services or in the original Site Information on any authorized copy you make of the Services or the Site Information.
b. Widgets. Our widgets are software tools that you may place on your website to permit your visitors to access our Website (each, a “Widget”). Subject to your compliance with the Terms, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Widget on your website for your own personal or internal business purposes. We reserve the right to discontinue providing any Widget at any time, or to direct you to cease displaying, or otherwise using, any Widget for any or no reason, without liability to you or any third party. You may not use the Widget for any other purpose without our prior written consent, and nothing in the Terms shall be deemed to grant you any right, title or interest in the Widget. In addition, you may not, with any products or services for sale:
Use the Widget (or any content displayed in connection with or through it) in any manner that would constitute an endorsement by us of any product, service, activity or brand contained on your website;
Place the Widget on any website that includes content that is offensive, harassing, threatening, abusive, discriminatory, vulgar, pornographic, or otherwise inappropriate, as determined by us in our sole discretion; or
Use the Widget in any manner that prevents the end users of your website from linking directly to the application page of our Services.
c. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Paybook through its suggestion, feedback, wiki, forum or similar pages, or any other channels (“Feedback”) is at your own risk and that Paybook has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Paybook a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully transferable and sublicensable right (through multiple tiers) and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
d. Use of Services. TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICES AND THE SITE INFORMATION ARE PROVIDED "AS IS" WITH ALL FAULTS. Your use of the Services, and the Site Information is at your own risk. The Services or Site Information may contain errors or omission, or may be out of date. The Services or Site Information may, without prior notice, change, be deleted or updated at any time. As a condition of your use of the Services, you promise to:
Use the Services and any information or content received in connection with the Services, including without limitation all Site Information, Donor Lists or User Generated Content (defined below), in compliance with this Agreement and all Applicable Laws;
Use the Services so as not to damage, disable, overburden or impair the service, our networks or systems and not to interfere with any others' legal rights or use or enjoyment of the Services; and
Not engage in, or encourage, promote, facilitate or instruct others to engage in, activities which, in our judgment and discretion: (1) are illegal; (2) result in the infringement of the intellectual property rights of others or libel or defamation of another person; or (3) harvest or otherwise collect information about others (such as e-mail addresses or other personally identifiable information) without their consent.
e. Prohibitions. You also agree that you will not: (i) use another User's account without permission, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent a Charity or any other person or thing through the Services, or post User Generated Content (defined below) in any inappropriate category or areas on the Services; (ii) use the Services or any information or content received in connection with the Services (including without limitation any Site Information, Donor Lists or User Generated Content) in any way that is obscene, indecent, defamatory, libelous, unlawfully threatening or unlawfully harassing, violates any Applicable Laws or infringes, misappropriates or violates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) create any liability for Paybook or cause us to lose (in whole or in part) the services of our Internet Service Provider(s), web hosting company or any other vendors or suppliers; (iv) engage in any conduct that, in Paybook's sole judgment and discretion, restricts or inhibits any other user from using or enjoying the Services; (v) interfere with or disrupt any servers or networks used to provide the Services or their respective features, or disobey any requirements of the networks Paybook uses to provide the Services; (vi) gain unauthorized access to the Services, or any account, computer system, or network connected to this Services, by any unauthorized or illegal means; (vii) obtain or attempt to obtain any materials or information not intentionally made available through the Services; (vii) use the Services to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising, except that using the Services for fundraising activities in accordance with these Terms is expressly permitted; (viii) engage in advertising or commercial solicitation of any product or service without Paybook's written consent, except that using the Services for Charity fundraising activities in accordance with these Terms is expressly permitted; (ix) collect, harvest or publish any personally identifiable data (including but not limited to names or other account information) from the Services in a manner not permitted by these Terms, or use the communication systems provided by the Services for any reason not explicitly authorized by these Terms, including commercial solicitation purposes; ( x ) post any identification documents or sensitive information about another person;; (xi) use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Services or Site Information for any purpose without Paybook's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Services or Site Information for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Paybook reserves the right to revoke these exceptions either generally or in specific cases) in any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Services or User Generated Content including but not limited to, use on a mirrored, competitive, or third-party site; (xii) transmit more request messages through the Services in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services; or (xiii) attempt to indirectly undertake any of the foregoing.
f. Content. When you are using the Services, you may have the opportunity to post, stream, transmit or otherwise provide photos, videos, ideas, remarks, questions, data, graphics, opinions, designs, customizations, or other content (including information, if any, on message boards, friend feeds, comments or other forums on the Services (collectively “User Generated Content”). You alone, not Paybook, are responsible for all of your User Generated Content and you retain ownership to all User Generated Content. However, by submitting your User Generated Content to Paybook, you hereby grant Paybook and the applicable Charity a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (and waive all moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, create derivative works of, derive revenue or other remuneration from, and communicate to the public, your User Generated Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in your User Generated Content. Paybook is not responsible, and shall not be liable, for any Charity’s or other third party’s use of any User Generated Content. In the event that you, or any entity you represent, receives User Generated Content in connection with your use of the Services, you represent, warrant and covenant that you shall only use such User Generated Content in accordance with these Terms and all Applicable Laws.
You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Generated Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. In addition, you represent and warrant that you will not provide User Generated Content that is obscene, indecent, defamatory, libelous, unlawfully threatening or unlawfully harassing, or infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or otherwise violates these Terms or any Applicable Laws.
Paybook shall have the right, but no obligation, to monitor User Generated Content and other features of the Services to determine compliance with these Terms and any other operating rules we establish. Paybook shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Services. We do not control any User Generated Content that you or other Users may provide. Paybook neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Services or User Generated Content, whether it is provided by Paybook, our employees, or a third party.
Under no circumstances will Paybook be liable for any loss or damage of any kind caused by reliance on information obtained through User Generated Content of the Services. Paybook is not responsible for any offensive, defamatory, obscene content or any other posting made through the Services. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in Paybook's sole discretion is inappropriate, objectionable or in violation of these Terms. Any User who feels that a posted message is objectionable is encouraged to send an email to legal@paybook.com.
Paybook is a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. §230 and expressly reserves its rights to not be treated as the publisher or speaker of any information provided by another information content provider through the Services.
g. Digital Millennium Copyright Act; Copyright Complaints. Digital Millennium Copyright Act; Copyright Complaints. Paybook respects the intellectual property rights of others and requires those that visit and use the Services to do the same. Paybook may, in appropriate circumstances and at our discretion, remove or disable access to material on the Services that infringes upon the copyright rights of others. Paybook also may, at our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that Users of the Services repeatedly infringe on others' copyrights, Paybook may in its sole discretion terminate those individuals' rights to use the Services. If you believe that your work has been used on our Services in any manner that constitutes copyright infringement, please notify Paybook's copyright agent by written notice. The notice should include the following information:
An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
Identification of the location on the Services of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
Paybook's copyright agent for notice of claims of copyright infringement on the Services is Gerardo Treviño who can be reached at Paybook, Inc., 8026 Baxter Springs Road, Austin, TX 78735, legal@paybook.com, phone: 512.808.7475.
h. Suspension or Termination of Your Use of the Services. These Terms will commence on the date you accept them (as described above) and remain in full force and effect until terminated in accordance with this section. Notwithstanding the foregoing, if you used the Services prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Services (whichever is earlier) and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Terms. Paybook has the right to suspend or terminate any services provided to you at any time with or without reason. You agree that all terminations shall be made in Paybook's sole discretion and that Paybook shall not be liable to you or any third party for any termination of your account. If you want to terminate any Services provided by Paybook, you may do so by notifying Paybook at any time, with your notice sent, in writing, to our address: 8026 Baxter Springs Road, Austin, TX 78735, Attn: Gerardo Trevino, or by cancelling your subscription. Termination of any Service includes removal of access to such Service and barring of further use of the Service, provided that any Donations made prior to the effective date of termination will continue to be processed. All provisions of the Terms which by their nature should survive, shall survive termination of services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. You acknowledge and agree that any and all additional services purchased pursuant to a package will not commence until receipt of full payment for such package.
i. No Endorsement of Links to Other Web Sites. Any links to other websites are provided as merely a convenience to you. The Services may provide links or references to other websites but Paybook has not reviewed all of these other websites, has no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from the content from these other websites. You understand that, except for information, products or services clearly identified as being supplied by Paybook, we do not operate, control or endorse any information, products or services on the Internet in any way. Paybook does not endorse or make any representations about these other websites, or any information or other products or materials found on these other websites, or any results that may be obtained from using these other websites. If you decide to access any of these other websites linked to the Services, you do so entirely at your own risk.
6. Arbitration and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
a. Application. This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. If residing in the United States, these Terms evidence a transaction in interstate commerce, and thus the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and not any state arbitration law. This arbitration provision shall survive termination of these Terms. By agreeing to these Terms, you agree to resolve any and all disputes with Paybook as follows:
b. Initial Dispute Resolution: Most disputes can be resolved without resort to litigation or arbitration. You can reach Paybook's support department at support@Paybook.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Paybook support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
c. Notice of Dispute: A party who intends to seek arbitration must first send to the other, by internationally recognized overnight courier (postage prepaid with confirmation of delivery), a written Notice of Dispute (“Notice”). The Notice to Paybook should be sent to 8026 Baxter Springs Road, Austin, TX 78745, Attn: Corporate Counsel, with a copy by email to legal@Paybook.com (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Paybook and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Paybook may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Paybook or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Paybook is entitled.
d. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures"). The AAA Rules are available online at adr.org. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision. Unless Paybook and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances.
e. Arbitrator's Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by these Terms. The arbitrator's award shall be written and shall be binding on the parties without appeal or review. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Texas, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Texas for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control.
f. Waiver. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration.
g. Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
h. Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. ANY CLAIMS BROUGHT BY YOU OR PAYBOOK MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
i. 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Paybook) written notice of your decision to opt out to support@Paybook.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Paybook also will not be bound by them.
j. Changes to This Section: Paybook will provide thirty (30) days' notice of any changes to this section by posting on the Paybook Terms section of the website, sending you a message, or otherwise notifying you. Amendments will become effective thirty (30) days after they are posted on the Paybook Terms and Conditions section of the website or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled "Arbitration and Class Action Waiver," and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
k. Conflict. Except as provided above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Texas.
l. Survival. This Arbitration and Class Action Waiver section shall survive any termination of your account or the Services. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the AAA Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.
7. Limitation of Liability; Indemnity.
a. Limitation of Liability. Except where prohibited by law, in no event will Paybook be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Paybook has been advised of the possibility of such damages. If, notwithstanding the other provisions of these Terms, Paybook is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, Paybook’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Services paid in the three months prior to the date of the initial claim made against Paybook or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
b. Indemnity. You agree to indemnify and hold Paybook, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Paybook by any third party due to or arising out of or in connection with your use of the Services.
8. Miscellaneous.
a. Electronic Communications. When you visit or use the Services or send emails to Paybook, you are communicating with us electronically. You consent to receive communications from Paybook electronically. Paybook may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that Paybook provides to you electronically satisfy any legal requirement that such communications be in writing. In Europe, we only require consent from you to send you marketing e-mail communications, which we will seek via opt-in. You may give notice to Paybook at the following address: 8026 Baxter Springs Road, Austin, TX 78745, Attn: Gerardo Trevino. Such notice shall be deemed given when received by Paybook by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
b. Jurisdiction and Governing Law. You agree that these Terms, for all purposes, shall be governed and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of laws provisions.
c. Conflict with Other Agreements. These Terms are in addition to, and do not nullify, any other agreement between you and Paybook or any other applicable Terms and conditions found on the Services. In the case of any direct conflict between these terms and any other agreement between you and Paybook, the provisions of such other agreement shall control but only to the extent applicable to the conflicting provisions. You agree to comply with all rules or restrictions that are posted on the Services. Notwithstanding the above, when you use a Processor in order to make or receive a Donation, your use of that service is governed by the applicable Processor’s terms of use, privacy policy, and any other terms of that Processor.
d. Modification of the Terms. In Paybook's sole discretion, we may unilaterally amend or modify these Terms or any other documents referenced herein at any time by posting on this website. The date of the most recent revision will appear at the top of this page. Paybook encourages you to review these Terms periodically for any updates or changes. Any amended or modified Terms will be effective upon posting. Continued use of the Services constitutes acceptance of any modified terms and conditions.
e. Additional Terms. Paybook also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services, which may be posted in the relevant parts of the Services, and will be identified clearly and conspicuously. For example, Paybook may post additional rules to participate in a promotion. Your continued use of the Services constitutes your agreement to comply with these additional rules. Those terms will control in the event of any conflict with these Terms.
f. Miscellaneous Other Provisions. In the event that one or more portions of these Terms shall, for any reason, be held to be unenforceable, the remaining portion will remain in full force and effect. The headings used throughout these Terms are solely for convenience of reference and are not to be used as an aid in the interpretation of these Terms. Any failure by Paybook to enforce any parts of these Terms will not be considered a waiver of such Term in whole or in part. These Terms make up the entire agreement between you and Paybook regarding the Services and supersede any prior agreements. These Terms do not confer any third party beneficiary rights, except as expressly set forth herein. You will not assign or transfer any of your rights or responsibilities under these Terms to anyone without Paybook's express written permission. Paybook may, at any time, assign our rights or delegate our obligations hereunder without notice to you in connection with a merger, acquisition, reorganization or sale of equity or assets, or by operation of law or otherwise. Nothing in these Terms shall prevent Paybook from complying with the law. Paybook shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
These terms and conditions (“Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, govern your access to or use of the Paybook website, mobile application, platform, and additional services made available by Paybook, Inc. (“Paybook”, “we”, or “our”), has developed a proprietary platform called Glass that allows users to receive charitable donations (collectively, with any new features and services, the “Services”), and the entirety of your relationship with Paybook. The Services shall include any and all services, features, or tools made available on or through the Paybook website or mobile application or otherwise provided by Paybook, including but not limited to any widget, form, or other tools for marketing, communications, social sharing, event registration, branding, donation, integration, customization or promotions. PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING OR ACCESSING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS. These Terms apply to you if you are a charity, donor, or any other user of the Services (collectively, “Users” or “you”). If you are reviewing and agreeing to these Terms on behalf of an entity, you hereby represent and warrant that you are an authorized representative of such entity, with the authority to legally bind such entity and do hereby legally bind such entity to these Terms. If you choose to not accept these Terms, you cannot use the Services. Please contact us at legal@paybook.com if you have any questions. In addition to reviewing these Terms, you should also read our Privacy Policy to better comprehend how we collect and use your information. Your use of the Services constitutes your agreement to our Privacy & Security Policy. If you are in Europe, you do not consent to our Privacy Policy, but you do acknowledge that you have read it and understand its terms.
Certain areas of and/or features or products on the Services may have different and/or additional terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or feature, the latter take precedence with respect to your use of that area or feature and with respect to the provision in conflict.
Access to the Services from territories where the Services are illegal is strictly prohibited. Users are responsible for complying with all applicable federal, state, provincial, territorial, or local rules, laws, and regulations, directives and ordinances (collectively, “Applicable Laws”) regarding their use of the Services. If you are in Europe, the Privacy Policy does not form part of these Terms.
1. Overview. The purpose of the Services is to help bona-fide non-profit organizations and other charitable, non-profit or tax-exempt organizations (collectively, “Charities”) raise money. We do not select or endorse any person or entity or any of their causes; rather, we provide a technology platform to allow donors to connect with Charities. The Services do not constitute a solicitation by Paybook of donations for any Charity and, unless otherwise expressly indicated in writing in the Services, Paybook does not engage in any solicitation activities, or consult on the solicitation of contributions from the public on behalf of any person or entity. By using the Services, you agree that Paybook is not responsible for the use of your donations by a Charity or the amount of funds raised for your Charity.
2. Becoming a Registered User.
a. To use the Services, in addition to satisfying all other requirements contained in these Terms, you must: (i) be over the age of majority in the jurisdiction in which you live (i.e., at least 18, and in some cases 19 years old) or, if you are a minor over the age of 13 (or 16 in Europe), you may only use the Services with the permission and supervision of your parent or legal guardian; (ii) be registered with Paybook (to the extent required) and not have been previously restricted, suspended, or terminated by Paybook; and (iii) not be using another Paybook user’s account without his/her permission.
b. To use the Services, you will be asked to create an account on behalf of your Charity . You may only sign up for an account on behalf of a Charity that is an entity if you have the legal authority to bind that entity. You will be required to provide some information when you sign up, including an email address to receive any notices required by law, in lieu of communication by postal mail, along with other messages, including changes to features of the Services.
c. You may need a username and password to use certain features of the Services. By selecting a user name, you agree that you will not select or use a name: (i) of another person with the intent to impersonate that person; (ii) subject to the rights of any person without authorization; (iii) in violation of the intellectual property rights of any person; or (iv) that Paybook, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit Paybook to identify you by your user name (which may be a pseudonym). You acknowledge and agree that you shall have no ownership or other property interest in your account and/or user name, and you further acknowledge and agree that all rights in and to your user name and account are and shall forever be owned by and inure to the benefit of Paybook. You are responsible for maintaining the confidentiality of your password and account information, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify Paybook immediately of any unauthorized use of your password or account or any other breach of security. Paybook assumes no liability for any loss or damage arising from any unauthorized use of your password or account by a third party. Paybook has the right to reclaim any user names for any reason.
d. You agree to: (a) provide accurate information as prompted on the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Paybook has reasonable grounds to suspect that such information is inaccurate, Paybook may suspend or terminate your use of the Services and/or decline to permit your continued use of the Services and future access to the Services.
3. Charities. Charities must register for a Charity account with Paybook. If you are a Charity or an agent of such Charity using the Services to raise funds for such Charity, you agree that you will comply with all Applicable Laws, and you represent and warrant that such Charity: (i) is a bona fide non-profit or charitable organization with a cause or activity that is legal under all Applicable Laws; (ii) will use all donated funds solely for the purpose you have stated on the Services, and for no other purpose; (iii) has and will maintain tax-exempt status under the Applicable Laws of its jurisdiction of organization; and (iv) has authorized you to raise money on its behalf through the Services.
a. Taxes. All fees are non-refundable. A Charity will be responsible for any applicable taxes based on its net income or gross receipts.
b. Fees; Deductions from Donations. By using the Services, each Charity hereby authorizes us to charge the account and billing method on file for all applicable fees and other charges. A Charity will receive Donations minus: (i) any applicable Paybook platform or processing fees, which are described in Section 3.c below; (ii) any optional Paybook tip or donation, as described in Section 3.d below; and (ii) any applicable Processor (as defined below) transaction fees and credit card fees, as described in Section 3.e below.
c. Paybook Fees. Paybook will charge a platform fee in connection with each Donation in the amount stated in the Services in connection with the Donation transaction, as such platform fee may be adjusted from time to time by Paybook in its discretion. Paybook’s platform fee is in addition to any fees and charges assessed by the Processor. Paybook is not a payment processor and does not hold funds on behalf of any payment processor.
d. Optional Paybook Tip. The Services may provide a Charity or a donor with the option of making a courtesy donation or tip to Paybook for making the Services available and to support the Services. Notwithstanding the use of the term “donation” to describe courtesy donations to Paybook, Paybook will treat all such amounts as additional payment for services rendered.
e. Processor Fees. Paybook has partnered with certain third party payment processors (each, a “Processor”) to make donating to Charities easy and seamless. The fees associated with such Donation processing is explained below.
Processor Accounts. By using the Services, (1) each Charity hereby authorizes and directs Paybook to create and access an account on behalf and in the name of such Charity with the applicable Processor to the extent necessary to enable Paybook to provide the Services as determined by Paybook in its sole discretion, and (2) each Charity agrees that it agrees to the terms of service of any Processor used by the Charity and/or Paybook in connection with the Services.
Processor Fees. The applicable Processor will charge a transaction fee for facilitating each Donation transaction in accordance with the Processor’s terms of service. The Processor’s transaction fee will be indicated via the Services at the time the Donation is made. The transaction fee may be a fixed percentage of the gross Donation amount or may be charged on another basis.
Sr. Pago. Paybook uses Sr. Pago (Cobra Online S.A.P.I. de C.V.) for certain Donation payment processing. By using Paybook Services that use or otherwise incorporate Sr. Pago’s payment processing services, you agree to the Sr. Pago Terms of Service at https://senorpago.com.
Stripe. Paybook uses Stripe, Inc. for certain Donation payment processing. By using Paybook Services that use or otherwise incorporate Stripe’s payment processing services, you also agree to the Stripe Terms of Service at https://stripe.com/checkout/legal and Privacy Policy at https://stripe.com/us/privacy.
CoinPayments. Paybook uses Coinpayments, Inc. for certain Donation payment processing. By using Paybook Services that use or otherwise incorporate CoinPayments’ payment processing services, you also agree to the CoinPayments User Agreement and Privacy Policy.
Wyre. Paybook uses Wyre Payments, Inc. for certain custodial accounts for crypto to fiat conversions and other services. By using Paybook Services that use or otherwise incorporate Wyre’s processing services and allowing Paybook to create a Wyre account on your behalf, you agree to the Wyre Payments, Inc. User Agreement and Privacy Policy.
Additional Processors. Paybook may add additional Processors to the Services from time to time in its sole discretion. Any payment terms presented to a Charity by a Processor in the process of making a Donation are deemed part of these Terms.
Processor Disputes. By choosing to use the Services, you agree that Paybook is not responsible for resolving any dispute between a Charity and a Processor and you agree to indemnify, defend, and hold Paybook harmless from any and all losses, damages, claims and expenses arising from any such dispute.
f. No Withholding. Paybook does not withhold funds for tax purposes or otherwise. Charities will be solely responsible for taxes based on applicable international, federal, state, local or any other taxes or levies.
g. Ownership of Donor Lists and Data. As between Paybook and Charity, with respect to Donor Lists and Donor Data that Paybook has received exclusively by means of a donation to such Charity and by no other means, and to the extent permitted by Paybook’s Privacy Policy and Applicable Law, Charity shall own the Donor Data of Donors who have provided a Donation to Charity, including contact information or such Donors; provided, however, that Charity grants to Paybook a worldwide, non-exclusive, royalty-free, perpetual license to use Donor Data for the following purposes: (i) to provide the Services, including account administration and processing donations; (ii) to enforce our agreements, (iii) fraud prevention, safety, security, and compliance with law; (iv) to respond to law enforcement requests; (v) research and analytics; (vi) to customize, adjust, and improve the Services; and (vii) to develop new services. “Donor Data” means a Donor’s name, address, email address, donation amount, date of transaction, transaction identification number, and name of the project. THE LIST OF DONORS WHO CONTRIBUTE TO A CHARITY CONDUCTED THROUGH THE SERVICES (“DONOR LISTS”) ARE PROVIDED “AS IS”, AND PAYBOOK MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES ABOUT THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY DONOR LIST OR ANY INFORMATION CONTAINED THEREIN. By using these Services, all Donors consent to the disclosure of such Donor Lists and Donor Data described in this Section 4.e.
4. Donors. An individual or entity that registers as a user (including a guest user) of the Services and donates funds through the Services (“Donor”) is subject to the following terms that apply specifically to Donors.
a. Donor’s Risk. All Donations are at your own risk. When you make a Donation, it is your responsibility to understand how your money will be used. Paybook does not warrant that Donations will be used for any particular purpose and is not responsible for any misuse of the Donations.
b. No Gift Restrictions. Donors are not permitted to impose restrictions on the use of Donations by a Charity or other recipient. Each Charity or other recipient shall have full discretion to determine how all Donations will be used.
c. Donor Representations. By donating money through the Services, you warrant that any Donation you make is legal in your jurisdiction and that you are authorized to use the payment method you have selected. You also agree that: (i) all Donations to Charities, Paybook, or any other person or entity using or providing the Services are made as unrestricted gifts and may not be restricted to any particular purpose; (ii) designated Donations and registration fees and transaction fees will be charged to the credit or debit card or other payment method you use through the Processor; (iii) Paybook does not collect or store your credit card information; (iv) all Donations are final and non-refundable; and (v) recurring monthly Donations continue until the Donor cancels such recurrence.
d. Tax Deductions. Paybook makes no representation as to whether all or any portion of your Donations, including, if any, transaction fees, are tax deductible or eligible for tax credits. Paybook will have no liability for any claim by any federal, state, provincial, territorial, local, or any other tax authority with respect to the characterization on any applicable tax return of any Donation by you, any Paybook user or any Charity. You should consult your tax advisor as to the amount of your Donation, if any, that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any Donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your Donation. Donations made to Paybook will be treated by Paybook as additional payment for the Services.
e. Donor Information. Donors shall provide Paybook with such information as is required to enable the issuing of an official Donation receipt. Donor agrees that, in accordance with the Privacy & Security Policy, unless a Donor makes an election to donate anonymously, certain of Donor’s personal information will be shared with the Charity to which such Donor makes a donation. Paybook is not responsible, and shall not be liable, for any Charity’s use of any Donor information.
f. Payment Authorization. By choosing to make a Donation, you agree to pay to the Charity and/or Paybook, as applicable, through the Processor, all Donation amounts you specify in using the Services and you authorize Paybook, through the Processor, to charge your chosen payment provider. By choosing to make a Donation, you also agree to the terms of service of any Processor used by the Charity and/or Paybook in connection with the Services. The terms of your payment will be based on your payment method, and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen payment method. You further agree to pay any additional fees, charges, penalties, interest or other amounts assessed by your credit card or debit card provider. You hereby agree to indemnify, defend, and hold Paybook harmless from any and all such losses, damages, claims and expenses and you agree that Paybook is not responsible for resolving any dispute between you and a Processor.
After deduction of the Processor’s fee, Paybook’s fee, the amount of any optional donation to Paybook, plus, in each case, applicable charges, the remaining amount of your Donation made through our Services will be distributed to your designated Charity.
5. General Terms Applicable to Charities, Donors, and All Other Users.
a. Ownership of the Services. The Services and all technology underlying the same are expressly owned and operated by Paybook. Unless otherwise noted, the design and content features on the Services, including without limitation: information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software, APIs, URLs, and the like, as well as the selection, assembly and arrangement thereof (collectively, the “Site Information”), are owned by Paybook or its affiliates, if any, or are licensed by Paybook from third parties. The Services, as a whole and in part, are protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved.
The trademarks, logos, and service marks (“Marks”) displayed on the Services are registered trademarks of their respective owners, are the property of their respective owners, and/or are protected by U.S. and international trademark laws and/or common law. Their uses are restricted to programs, events, products or services that Paybook sponsors or with which we are otherwise affiliated. Paybook's trademarks may not be used for personal financial gain. Use of the Marks is prohibited without Paybook's express written consent except as permitted by applicable laws. Nothing contained on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks without Paybook's express written consent.
No portion of the Services or Site Information may be reprinted, republished, modified, or distributed in any form without Paybook's express written permission. You may not, and these Terms do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Services or any of the Site Information.
You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Services, or the Site Information and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Services or in the original Site Information on any authorized copy you make of the Services or the Site Information.
b. Widgets. Our widgets are software tools that you may place on your website to permit your visitors to access our Website (each, a “Widget”). Subject to your compliance with the Terms, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Widget on your website for your own personal or internal business purposes. We reserve the right to discontinue providing any Widget at any time, or to direct you to cease displaying, or otherwise using, any Widget for any or no reason, without liability to you or any third party. You may not use the Widget for any other purpose without our prior written consent, and nothing in the Terms shall be deemed to grant you any right, title or interest in the Widget. In addition, you may not, with any products or services for sale:
Use the Widget (or any content displayed in connection with or through it) in any manner that would constitute an endorsement by us of any product, service, activity or brand contained on your website;
Place the Widget on any website that includes content that is offensive, harassing, threatening, abusive, discriminatory, vulgar, pornographic, or otherwise inappropriate, as determined by us in our sole discretion; or
Use the Widget in any manner that prevents the end users of your website from linking directly to the application page of our Services.
c. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Paybook through its suggestion, feedback, wiki, forum or similar pages, or any other channels (“Feedback”) is at your own risk and that Paybook has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Paybook a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully transferable and sublicensable right (through multiple tiers) and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
d. Use of Services. TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICES AND THE SITE INFORMATION ARE PROVIDED "AS IS" WITH ALL FAULTS. Your use of the Services, and the Site Information is at your own risk. The Services or Site Information may contain errors or omission, or may be out of date. The Services or Site Information may, without prior notice, change, be deleted or updated at any time. As a condition of your use of the Services, you promise to:
Use the Services and any information or content received in connection with the Services, including without limitation all Site Information, Donor Lists or User Generated Content (defined below), in compliance with this Agreement and all Applicable Laws;
Use the Services so as not to damage, disable, overburden or impair the service, our networks or systems and not to interfere with any others' legal rights or use or enjoyment of the Services; and
Not engage in, or encourage, promote, facilitate or instruct others to engage in, activities which, in our judgment and discretion: (1) are illegal; (2) result in the infringement of the intellectual property rights of others or libel or defamation of another person; or (3) harvest or otherwise collect information about others (such as e-mail addresses or other personally identifiable information) without their consent.
e. Prohibitions. You also agree that you will not: (i) use another User's account without permission, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent a Charity or any other person or thing through the Services, or post User Generated Content (defined below) in any inappropriate category or areas on the Services; (ii) use the Services or any information or content received in connection with the Services (including without limitation any Site Information, Donor Lists or User Generated Content) in any way that is obscene, indecent, defamatory, libelous, unlawfully threatening or unlawfully harassing, violates any Applicable Laws or infringes, misappropriates or violates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) create any liability for Paybook or cause us to lose (in whole or in part) the services of our Internet Service Provider(s), web hosting company or any other vendors or suppliers; (iv) engage in any conduct that, in Paybook's sole judgment and discretion, restricts or inhibits any other user from using or enjoying the Services; (v) interfere with or disrupt any servers or networks used to provide the Services or their respective features, or disobey any requirements of the networks Paybook uses to provide the Services; (vi) gain unauthorized access to the Services, or any account, computer system, or network connected to this Services, by any unauthorized or illegal means; (vii) obtain or attempt to obtain any materials or information not intentionally made available through the Services; (vii) use the Services to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising, except that using the Services for fundraising activities in accordance with these Terms is expressly permitted; (viii) engage in advertising or commercial solicitation of any product or service without Paybook's written consent, except that using the Services for Charity fundraising activities in accordance with these Terms is expressly permitted; (ix) collect, harvest or publish any personally identifiable data (including but not limited to names or other account information) from the Services in a manner not permitted by these Terms, or use the communication systems provided by the Services for any reason not explicitly authorized by these Terms, including commercial solicitation purposes; ( x ) post any identification documents or sensitive information about another person;; (xi) use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Services or Site Information for any purpose without Paybook's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Services or Site Information for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Paybook reserves the right to revoke these exceptions either generally or in specific cases) in any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Services or User Generated Content including but not limited to, use on a mirrored, competitive, or third-party site; (xii) transmit more request messages through the Services in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services; or (xiii) attempt to indirectly undertake any of the foregoing.
f. Content. When you are using the Services, you may have the opportunity to post, stream, transmit or otherwise provide photos, videos, ideas, remarks, questions, data, graphics, opinions, designs, customizations, or other content (including information, if any, on message boards, friend feeds, comments or other forums on the Services (collectively “User Generated Content”). You alone, not Paybook, are responsible for all of your User Generated Content and you retain ownership to all User Generated Content. However, by submitting your User Generated Content to Paybook, you hereby grant Paybook and the applicable Charity a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (and waive all moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, create derivative works of, derive revenue or other remuneration from, and communicate to the public, your User Generated Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in your User Generated Content. Paybook is not responsible, and shall not be liable, for any Charity’s or other third party’s use of any User Generated Content. In the event that you, or any entity you represent, receives User Generated Content in connection with your use of the Services, you represent, warrant and covenant that you shall only use such User Generated Content in accordance with these Terms and all Applicable Laws.
You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Generated Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. In addition, you represent and warrant that you will not provide User Generated Content that is obscene, indecent, defamatory, libelous, unlawfully threatening or unlawfully harassing, or infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or otherwise violates these Terms or any Applicable Laws.
Paybook shall have the right, but no obligation, to monitor User Generated Content and other features of the Services to determine compliance with these Terms and any other operating rules we establish. Paybook shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Services. We do not control any User Generated Content that you or other Users may provide. Paybook neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Services or User Generated Content, whether it is provided by Paybook, our employees, or a third party.
Under no circumstances will Paybook be liable for any loss or damage of any kind caused by reliance on information obtained through User Generated Content of the Services. Paybook is not responsible for any offensive, defamatory, obscene content or any other posting made through the Services. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in Paybook's sole discretion is inappropriate, objectionable or in violation of these Terms. Any User who feels that a posted message is objectionable is encouraged to send an email to legal@paybook.com.
Paybook is a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. §230 and expressly reserves its rights to not be treated as the publisher or speaker of any information provided by another information content provider through the Services.
g. Digital Millennium Copyright Act; Copyright Complaints. Digital Millennium Copyright Act; Copyright Complaints. Paybook respects the intellectual property rights of others and requires those that visit and use the Services to do the same. Paybook may, in appropriate circumstances and at our discretion, remove or disable access to material on the Services that infringes upon the copyright rights of others. Paybook also may, at our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that Users of the Services repeatedly infringe on others' copyrights, Paybook may in its sole discretion terminate those individuals' rights to use the Services. If you believe that your work has been used on our Services in any manner that constitutes copyright infringement, please notify Paybook's copyright agent by written notice. The notice should include the following information:
An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
Identification of the location on the Services of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
Paybook's copyright agent for notice of claims of copyright infringement on the Services is Gerardo Treviño who can be reached at Paybook, Inc., 8026 Baxter Springs Road, Austin, TX 78735, legal@paybook.com, phone: 512.808.7475.
h. Suspension or Termination of Your Use of the Services. These Terms will commence on the date you accept them (as described above) and remain in full force and effect until terminated in accordance with this section. Notwithstanding the foregoing, if you used the Services prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Services (whichever is earlier) and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Terms. Paybook has the right to suspend or terminate any services provided to you at any time with or without reason. You agree that all terminations shall be made in Paybook's sole discretion and that Paybook shall not be liable to you or any third party for any termination of your account. If you want to terminate any Services provided by Paybook, you may do so by notifying Paybook at any time, with your notice sent, in writing, to our address: 8026 Baxter Springs Road, Austin, TX 78735, Attn: Gerardo Trevino, or by cancelling your subscription. Termination of any Service includes removal of access to such Service and barring of further use of the Service, provided that any Donations made prior to the effective date of termination will continue to be processed. All provisions of the Terms which by their nature should survive, shall survive termination of services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. You acknowledge and agree that any and all additional services purchased pursuant to a package will not commence until receipt of full payment for such package.
i. No Endorsement of Links to Other Web Sites. Any links to other websites are provided as merely a convenience to you. The Services may provide links or references to other websites but Paybook has not reviewed all of these other websites, has no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from the content from these other websites. You understand that, except for information, products or services clearly identified as being supplied by Paybook, we do not operate, control or endorse any information, products or services on the Internet in any way. Paybook does not endorse or make any representations about these other websites, or any information or other products or materials found on these other websites, or any results that may be obtained from using these other websites. If you decide to access any of these other websites linked to the Services, you do so entirely at your own risk.
6. Arbitration and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
a. Application. This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. If residing in the United States, these Terms evidence a transaction in interstate commerce, and thus the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and not any state arbitration law. This arbitration provision shall survive termination of these Terms. By agreeing to these Terms, you agree to resolve any and all disputes with Paybook as follows:
b. Initial Dispute Resolution: Most disputes can be resolved without resort to litigation or arbitration. You can reach Paybook's support department at support@Paybook.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Paybook support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
c. Notice of Dispute: A party who intends to seek arbitration must first send to the other, by internationally recognized overnight courier (postage prepaid with confirmation of delivery), a written Notice of Dispute (“Notice”). The Notice to Paybook should be sent to 8026 Baxter Springs Road, Austin, TX 78745, Attn: Corporate Counsel, with a copy by email to legal@Paybook.com (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Paybook and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Paybook may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Paybook or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Paybook is entitled.
d. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures"). The AAA Rules are available online at adr.org. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision. Unless Paybook and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances.
e. Arbitrator's Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by these Terms. The arbitrator's award shall be written and shall be binding on the parties without appeal or review. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Texas, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Texas for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control.
f. Waiver. The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration.
g. Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
h. Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. ANY CLAIMS BROUGHT BY YOU OR PAYBOOK MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
i. 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Paybook) written notice of your decision to opt out to support@Paybook.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Paybook also will not be bound by them.
j. Changes to This Section: Paybook will provide thirty (30) days' notice of any changes to this section by posting on the Paybook Terms section of the website, sending you a message, or otherwise notifying you. Amendments will become effective thirty (30) days after they are posted on the Paybook Terms and Conditions section of the website or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled "Arbitration and Class Action Waiver," and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
k. Conflict. Except as provided above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Texas.
l. Survival. This Arbitration and Class Action Waiver section shall survive any termination of your account or the Services. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the AAA Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.
7. Limitation of Liability; Indemnity.
a. Limitation of Liability. Except where prohibited by law, in no event will Paybook be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Paybook has been advised of the possibility of such damages. If, notwithstanding the other provisions of these Terms, Paybook is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, Paybook’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Services paid in the three months prior to the date of the initial claim made against Paybook or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
b. Indemnity. You agree to indemnify and hold Paybook, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Paybook by any third party due to or arising out of or in connection with your use of the Services.
8. Miscellaneous.
a. Electronic Communications. When you visit or use the Services or send emails to Paybook, you are communicating with us electronically. You consent to receive communications from Paybook electronically. Paybook may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that Paybook provides to you electronically satisfy any legal requirement that such communications be in writing. In Europe, we only require consent from you to send you marketing e-mail communications, which we will seek via opt-in. You may give notice to Paybook at the following address: 8026 Baxter Springs Road, Austin, TX 78745, Attn: Gerardo Trevino. Such notice shall be deemed given when received by Paybook by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
b. Jurisdiction and Governing Law. You agree that these Terms, for all purposes, shall be governed and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of laws provisions.
c. Conflict with Other Agreements. These Terms are in addition to, and do not nullify, any other agreement between you and Paybook or any other applicable Terms and conditions found on the Services. In the case of any direct conflict between these terms and any other agreement between you and Paybook, the provisions of such other agreement shall control but only to the extent applicable to the conflicting provisions. You agree to comply with all rules or restrictions that are posted on the Services. Notwithstanding the above, when you use a Processor in order to make or receive a Donation, your use of that service is governed by the applicable Processor’s terms of use, privacy policy, and any other terms of that Processor.
d. Modification of the Terms. In Paybook's sole discretion, we may unilaterally amend or modify these Terms or any other documents referenced herein at any time by posting on this website. The date of the most recent revision will appear at the top of this page. Paybook encourages you to review these Terms periodically for any updates or changes. Any amended or modified Terms will be effective upon posting. Continued use of the Services constitutes acceptance of any modified terms and conditions.
e. Additional Terms. Paybook also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Services, which may be posted in the relevant parts of the Services, and will be identified clearly and conspicuously. For example, Paybook may post additional rules to participate in a promotion. Your continued use of the Services constitutes your agreement to comply with these additional rules. Those terms will control in the event of any conflict with these Terms.
f. Miscellaneous Other Provisions. In the event that one or more portions of these Terms shall, for any reason, be held to be unenforceable, the remaining portion will remain in full force and effect. The headings used throughout these Terms are solely for convenience of reference and are not to be used as an aid in the interpretation of these Terms. Any failure by Paybook to enforce any parts of these Terms will not be considered a waiver of such Term in whole or in part. These Terms make up the entire agreement between you and Paybook regarding the Services and supersede any prior agreements. These Terms do not confer any third party beneficiary rights, except as expressly set forth herein. You will not assign or transfer any of your rights or responsibilities under these Terms to anyone without Paybook's express written permission. Paybook may, at any time, assign our rights or delegate our obligations hereunder without notice to you in connection with a merger, acquisition, reorganization or sale of equity or assets, or by operation of law or otherwise. Nothing in these Terms shall prevent Paybook from complying with the law. Paybook shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Updated on: 07/07/2022
Thank you!