USER TERMS OF SERVICE
Effective Date: March 1st 2016
1. CONTRACTUAL RELATIONSHIP
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Payzing. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Payzing may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
2. THE SERVICES
The Services constitute a technology platform that enables users of Payzing’s applications or websites provided as part of the Services (each, an "Application") to arrange virtual currency services with third party providers of such services, including independent third party virtual currency services provided under agreement with Payzing or certain of Payzing affiliates ("Third Party Providers"). Unless otherwise agreed by Payzing in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.
YOU ACKNOWLEDGE THAT PAYZING DOES NOT PROVIDE VIRTUAL CURRENCY SERVICES OR FUNCTION AS A MONEY TRANSMITTER.
License: Subject to your compliance with these Terms, Payzing grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Payzing and Payzing’s licensors.
Restrictions: You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Payzing; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Ownership: The Services and all rights therein are and shall remain Payzing’s property or the property of Payzing’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Payzing’s company names, logos, product and service names, trademarks or services marks or those of Payzing’s licensors.
Fair Use Policy: Payzing is committed to providing a best-in-class experience for its users. We reserve the right to impose limits on your usage of the service or to suspend or terminate your Payzing merchant account if we reasonably believe that your use of our services is not consistent with normal, fair and reasonable use of our services, as determined by us. Wherever reasonably possible, we will give you written notice before taking any such action, and provide you with a reasonable period of time to modify your use.
Taxes: It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with your use of Payzing. We will not withhold any amounts from your account; provided however, that we reserve the right to withhold any amounts that we deem required under applicable law.
3. YOUR USE OF THE SERVICES
Users Accounts: In order to use most aspects of the Services, you must register for and maintain an active merchant user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Pazying certain personal information, such as your name, address, mobile phone number, as well as a valid account with Uphold, LTD or its affiliates (“Uphold”). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having a suspended or restricted Uphold account, may result in your inability to access and use the Services or Payzing’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Payzing in writing, you may only possess one Account.
User Requirements and Conduct: You may not authorize third parties to use your Account, and you may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
User Provided Content: Payzing may, in Payzing’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Payzing through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Payzing, you grant Payzing a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Payzing’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Payzing the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Payzing’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Payzing in its sole discretion, whether or not such material may be protected by law. Payzing may, but shall not be obligated to, review, monitor, or remove User Content, at Payzing’s sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices: You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Payzing does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
Your Representations to Us -- Lawful Use: You agree to use the Services for lawful purposes and that no transactions conducted in your account are associated with illegal activities.
You understand that use of the Services may result in charges to you for the virtual currency services you receive from a Third Party Provider ("Charges"). After you have received virtual currency services through your use of the Service, Payzing will facilitate your payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Payzing. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Payzing will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.
All Charges are due immediately and payment will be facilitated by Payzing.
As between you and Payzing, Payzing reserves the right to establish, remove and/or revise Charges for any or all virtual currency services obtained through the use of the Services at any time in Payzing’s sole discretion. Payzing will use reasonable efforts to inform you of Charges that apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Payzing may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar virtual currency services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for virtual currency services from a Third Party Provider at any time.
This payment structure is intended to fully compensate the Third Party Provider for the virtual currency services provided.
5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY
the services are provided "as is" and "as available." payzing disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. in addition, payzing makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the virtual currency services requested through the use of the services, or that the services will be uninterrupted or error-free. payzing does not guarantee the quality, suitability, safety or ability of third party providers. you agree that the entire risk arising out of your use of the virtual currency services remains solely with you, to the maximum extent permitted under applicable law.
limitation of liability:
payzing shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, even if payzing has been advised of the possibility of such damages. payzing shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third party provider, even if payzing has been advised of the possibility of such damages. payzing shall not be liable for delay or failure in performance resulting from causes beyond payzing’s reasonable control. you acknowledge that third party virtual currency service providers providing virtual currency services may not be professionally licensed or permitted. in no event shall payzing’s total liability to you in connection with the services for all damages, losses and causes of action exceed five hundred u.s. dollars (us $500).
payzing’s services may be used by you to request and schedule virtual currency services with third party providers, but you agree that payzing has no responsibility or liability to you related to any virtual currency services provided to you by third party providers other than as expressly set forth in these terms.
the limitations and disclaimer in this section 5 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.
You agree to indemnify and hold Payzing and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or virtual currency services obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Payzing’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
6. DISPUTE RESOLUTION
: You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Payzing, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Payzing are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Payzing otherwise agree in writing, the arbitrator may not ` more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Arbitration Rules and Governing Laws:
The arbitration will be conducted by and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce ("ICC") by one or more arbitrators appointed in accordance with the said Rules, as such Rules are modified by this Agreement. The Emergency Arbitrator Provisions shall not apply. The ICC's rules are available at www.iccwbo.org
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the ICC Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the Cayman Islands and will be selected by the parties from the ICC's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the ICC will appoint the arbitrator in accordance with the ICC Rules.
Arbitration Location and Procedure:
Unless you and Payzing otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Payzing submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the ICC Rules. Subject to the ICC Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the ICC Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Payzing will not seek, and hereby waives all rights Payzing may have under applicable law to recover, attorneys' fees and expenses if Payzing prevail in arbitration.
Your responsibility to pay any ICC filing, administrative and arbitrator fees will be solely as set forth in the ICC Rules. However, if your claim for damages does not exceed $75,000, Payzing will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
: Notwithstanding the provisions of the modification-related provisions above, if Payzing changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Payzing written notice of such rejection by mail or hand delivery to: Payzing, Inc., Attn: Dispute Resolutions, 350 Glenview Drive, 13, San Francisco, CA 94131, or by email to firstname.lastname@example.org
from the email address associated with your Account within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Payzing in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
7. OTHER PROVISIONS
Choice of Law:
These Terms are governed by and construed in accordance with the laws of the Cayman Islands, without giving effect to any conflict of law principles.
Claims of Copyright Infringement:
Claims of copyright infringement should be sent to Payzing’s designated agent. Please visit Payzing’s web page at www.payzing.io/legal
for the designated address and additional information.
Payzing may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Payzing, with such notice deemed given when received by Payzing, at any time by first class mail or pre-paid post to Payzing, INC., Attn: Payzing User Notices, Payzing, 350 Glenview Drive APT 13, San Francisco, CA 94131.
You may not assign these Terms without Payzing’s prior written approval. Payzing may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Payzing’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you,Payzing or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Payzing’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Payzing in writing.