Terms of Use

Date Last Revised: 12/12/16

 

All website services provided to you by Paybook, Inc. and any of its affiliates (“Paybook”, “we”, “our”, or “us”), including but not limited to the Paybook forum, blog, bulletin board, and application programming interfaces (“APIs”), are provided to you subject to the following terms and conditions of service. Please read these Terms of Use (“Terms”) thoroughly before accessing our services or joining our public forums.

 

1. Terms.

These Terms apply to visitors to our website located at www.paybook.com (the “Site”), and to corporate customers who use our APIs and services on behalf of their end-users, and to end-users who use our Site, and any other services, products or content made available by Paybook (collectively, “you”). By clicking to accept or agree to these Terms when this option is made available to you, or by using or accessing (either by computer, mobile or other electronic device now or hereafter devised) the Site (including the mobile enabled website), or any products, content or other services available on the Site (collectively, the “Services”), you agree to be bound by these Terms as well as (a) our Privacy and Security Policy (“Privacy Policy”); (b) any terms provided separately to you or indicated on the Site as applying to your use of the Services (for example, a Sync Service Agreement, separate product terms, or activation and payment terms); and (c) additional third party terms and conditions indicated in these Terms or in other documents on the Site.

 

This Site and the Services are offered and available to users who are 18 years of age or older. By using this Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site or the Services.

 

2. Services

2.1 License Grant. The Services are protected by copyright, trade secret, and other intellectual property laws. Paybook hereby grants you a personal, limited, revocable, non-exclusive, non-transferable right and license to use our Services in accordance with these Terms. Except for rights expressly granted to you, Paybook reserves all other rights, title and interest in and to the Services and the underlying technology used to provide the Services. You acknowledge that only Paybook shall have the right to maintain, enhance or otherwise modify the Services and the Paybook technology unless specific permissions are granted to you in a separate agreement with Paybook.

2.2 Service Restrictions. You shall use the Services solely as contemplated in these Terms and shall not directly or indirectly license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Services available to any third party including making the Services available through any file-sharing method or any application hosting service. You shall not, except to the extent expressly agreed upon in writing by Paybook:

(a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Paybook technology (including our APIs and other software) except to the extent expressly agreed upon in writing by Paybook or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;

(b) circumvent any user limits or other use restrictions that are built into the Services;

(c) remove any proprietary notices, labels, or marks from the Services or Paybook technology;

(d) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services;

(e) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;

(f) interfere or attempt to interfere with the proper functioning of the Services or any activities conducted on the Services;

(g) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);

(h) run any form of auto-responder or “spam” on the Services; 

(i) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; 

(j) harvest or scrape any content from the Services; or

(k) otherwise take any action in violation of our Terms or any other of our guidelines and policies.

 

3. Payment.  Certain portions of the Services may require payments or a subscription now or in the future. Unless Paybook notifies you otherwise in writing, the following terms are applicable to Services offered on a payment or subscription basis. These Terms also incorporate by reference and include ordering and payment terms provided to you on the Site for the Services:

  • You agree that all payments will be billed to you in U.S. dollars unless otherwise noted and your account will be debited at the time agreed upon by Paybook with you when subscribing for the Services.
  • You also agree that Paybook reserves the right to select the method in which you are required to make payments for the Services. These payment methods may include, without limitation, an electronic payment and/or a check payment.
  • You acknowledge that we may suspend or terminate your account if we determine that your payment and registration information is not accurate, current, or complete and you do not notify us promptly when such information changes. We also will terminate your account promptly if we determine that you are using someone else’s information.
  • Failure to notify Paybook of any updates to your payment method (e.g., credit card expiration date) may result in denial of the Services and termination of these Terms, your account and your right to receive the Services.
  • Unless Services are suspended or terminated under these Terms, Paybook will automatically renew your monthly, quarterly, or annual Services at the then-current rates.
  • Free trials are limited to one per customer.

 

4. Your Personal Information.  Paybook’s Privacy Policy governs our use of information collected through the Services. You agree to the Privacy Policy, and any subsequent changes published by Paybook and that Paybook may use and maintain your data according to the Privacy Policy as part of the Services. By uploading or entering any information for Services and by using the Services, you agree and grant Paybook permission to aggregate your personal data entered or uploaded to help us enhance our services. You also agree that Paybook may combine your business data, if any, with that of others in a way that does not identify you or any individual personally and to share or publish summary results relating to research data and to distribute or license such data to third parties. We also have the right to aggregate non-personal information with that of other users of the Services and/or other Paybook services. For example, Paybook may use the aggregated, non-identifiable data to improve the Services, to design promotions, to provide other services and generally to compare and improve business practices. You also agree that Paybook may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

 

5. User Generated Content

5.1 Content Generally. Paybook is not responsible for any materials uploaded, posted or stored through your use (or other users’ use) of the Services (collectively, “Content”). All Content must comply with all applicable federal, state, local and international laws and regulations. Paybook encourages you (whether you are an end-user who has signed up for a Paybook forum or corporate customer who has subscribed to certain Services) to keep records of your account information and ensure such information is updated to allow us to provide you with all required and appropriate information disclosures and warnings, including, without limitation, notifications or warnings where an account appears to have been compromised. If you submit any Content on the Paybook forum, you hereby grant Paybook the royalty-free, non-exclusive license to publish such Content on the Site, to host and use such Content to provide the Services and for purposes of advertising and to provide feedback to Users.

5.2 Conduct and Content Rules. In using Paybook forums or any other features of the Services, you agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any Content which:

  • Contains any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
  • Promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • Is likely to deceive any person;
  • Promotes any illegal activity, or advocates, promotes or assists any unlawful act;
  • Infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
  • Violates the legal rights (including the rights of publicity and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
  • Causes annoyance, inconvenience or needless anxiety or is likely to upset, embarrass, alarm or annoy any other person;
  • Impersonates any person, or misrepresents your identity or affiliation with any person or organization;
  • Involves commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising;
  • Gives the impression that they emanate from or are endorsed by Paybook or any other person or entity, if this is not the case; or
  • Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. 

You agree to indemnify us for any and all claims, damages, losses and expenses (including reasonable legal fees) relating to any acts by you, including but not limited to any Content submitted by you, in connection with using the Services, resulting in claims against us by other users of the Services or third parties. Paybook reserves the right to terminate your account and take further action against any user of the Services found to be in violation of the Conduct and Content Rules in this Section 5.2.

5.3 Enforcement. Paybook reserves the right at all times to remove or refuse to distribute any Content and to monitor Content but has no obligation to do so. Paybook also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

5.4 Feedback. Paybook may freely use any suggestions, feedback or ideas you may provide. By providing any feedback to Paybook you are granting us a perpetual, worldwide, fully transferable, sub licensable, non-revocable, royalty free, license to use the feedback that you provide. We may use your feedback in various ways, including, without limitation, modifying and improving our current and future services, improving other products, services advertising or marketing materials.

 

6. Additional General Terms. 

6.1 No Professional Advice. Paybook does not provide financial, accounting, tax, legal or other professional services or advice. If you wish to have assistance for Services relating to the above or any other professions, you should consult the services of a competent professional.

6.2 Updates on Paybook Services. If you have opted in to receive communications about our other products and services, Paybook may send you communication about other services we offer to our users from time to time. Additional terms and conditions and fees may apply to additional services offered from time to time. 

6.3 Service Notifications. From time to time we may send you communications regarding the Services, including updates to these Terms or our Privacy Policy and notifications that relate to the Services you have subscribed to use and any other notifications required by law. Such notifications will be sent via email to your account or by posting them on the Site.

6.4 Security. You acknowledge that it is your responsibility to secure your login and password(s) for the Services and to immediately contact us in case you suspect any unauthorized access to your account.

 

7. Disclaimer of Warranties. EXCEPT AS DESCRIBED IN THESE TERMS AND ANY OTHER RELATED TERMS OF USE AND DOCUMENTATION THAT GOVERN USE OF THE SERVICES, PAYBOOK OFFERS THE SITE AND SERVICES ON AN “AS IS BASIS” AND DOES NOT ACCEPT RESPONSIBILITY OR LIAIBLITY FOR ANY USE OF OR RELIANCE ON THE SITE, CONTENT, SOFTWARE OR SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE SERVICES. WE MAKE NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY AND ACCURACY OF THE CONTENT, WEBSITE OR SERVICES, AND WE DISCLAIM ANY IMPLIED WARRANTIES OR REPRESENTATION TO THE MAXIMUM AMOUNT PERMISSIBLE UNDER ANY APPLICABLE LAW. IN ADDITION WE AND OUR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, COMPREHENSIVENESS, COMPLETENESS, QUALITY, CURRENCY, ERROR-FREE NATURE, COMPATIBILITY, SECURITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE, CONTENT OR SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

PAYBOOK, ITS AFFILIATES AND SUPPLIERS DO NOT GUARANTEE THE ADEQUACY OF THE SERVICES OR THE SITE OR COMPATIBILITY AND SECURITY THEREOF TO YOUR COMPUTER EQUIPMENT AND DO NOT WARRANT THAT THIS WEBSITE, THE SERVICES, ITS SERVERS, OR ANY EMAILS OR COMMUNICATIONS TRANSMITTED VIA THE SERVICES WILL BE FREE OF VIRUSES OR SECURE AGAINST HACKING ATTACKS. In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over these Terms.

 

8. Limitation of Liability.  YOU EXPRESSLY UNDERSTAND AND AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT PAYBOOK, ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET PAYBOOK SYSTEMS REQUIREMENTS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION; (III) CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE OR SERVICES. THE ABOVE LIMITATIONS APPLY EVEN IF PAYBOOK AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE CONTRARY THEREIN, PAYBOOK'S LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THIS TERMS SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100 (ONE HUNDRED UNITED STATES DOLLARS). 

THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THESE TERMS. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER PAYBOOK NOR ANY OF ITS SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THESE TERMS.

 

9. Changes to the Terms and Services. Paybook reserves the right to change these Terms at any time and from time to time. The new Terms shall be effective once posted on our Site or through the Services or upon notifying you by other means (e.g., by email notice to you). Paybook may also in its sole discretion and at any time discontinue providing the Services, or any parts of the Services, with or without notice. You agree that any suspension and/or termination of our Services may occur without prior notice, and you acknowledge and agree that your continued use of the Services after the date of changes to these Terms or our Services indicates your Terms to the changes. The date of last update of these Terms is set forth at the top of these Terms.

 

10. Termination. You acknowledge and agree that Paybook in its sole discretion and without notice may suspend or terminate this Terms, your account, or use of our Site and remove and discard any content within the Services for any reason, including if Paybook believes that you have violated or acted inconsistently with the letter or spirit of these Terms. You will not be able to continue using the Services upon termination and any outstanding payments will become due. You acknowledge that in the event of termination of these Terms, Sections 1 through 14 will survive and remain in effect and that the termination shall not affect our rights to any payments due to us from you. You further acknowledge that Paybook may terminate any free account anytime and shall not be liable to you or to any other person as a result of any such suspension or termination.

 

11. Export Restrictions. You agree not to export or re-export the Services or the underlying software or intellectual property. Transfer or export of such Services, software and intellectual property is subject to restrictions under export control laws and regulations administered by United States Government. By accepting these Terms, you also agree to comply with such laws and regulations and to not export or re-export any part of the Services, whether directly or indirectly, or in any other manner that contravenes such laws and regulations.

 

12. Governing Law. You agree that any claims or disputes arising in relation to your use of the Services or the Site is governed by laws of the State of Texas, without regard to (i) the conflicts of law provisions thereof and (ii) the United Nations Convention on Contracts for the International Sale of Goods.

 

13. Disputes. Customer agrees that any dispute arising from or relating to the subject matter of this Agreement shall be instituted and adjudicated exclusively in the state and federal courts located in Austin, Travis County, Texas, provided that Paybook’s discretion, we may require you to submit any such dispute to final and binding arbitration in Austin, Travis County, Texas, under the Rules of Arbitration of the American Arbitration Association.

 

14. General.

14.1 Entire Terms. Except as expressly provided elsewhere on our Site, these Terms, our Privacy Policy and any other documents or agreements that apply to you as a user of the Services (including a Sync Service Agreement), constitute the entire agreement between you and Paybook with respect to the use of our Site and Services and replace all prior understandings, communications and terms, oral or written, regarding its subject matter.

14.2 Severability; Waiver. If any provision is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect. No waiver of any of these terms and conditions shall be deemed a further or continuing waiver of such term or any other term.

14.3 Assignment.

You shall not assign or transfer these Terms (or any right or obligation hereunder) to anyone without prior written approval of Paybook. However Paybook, at its sole discretion, may assign or transfer it without your consent to (i) an affiliate, (ii) a company through a sale of assets by Paybook or (iii) a successor by merger. Any assignment that is in contravention of these Terms shall be considered void.

 

15. Contact Us. For more information about our Services or if you have questions about these terms, please contact legal@paybook.com.

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