These terms of service comprise a legal agreement between you and PayGear and govern
your use of the PayGear services. By subscribing to PayGear you are bound by these
terms of service. If you do not agree with these Terms of Service please do not
subscribe to PayGear or use our services.
PayGear is comprised of Internet Web sites and Web pages and its affiliates and
of various products and services. These Web sites, Web pages, products and services
will be collectively referred to in this Agreement as "PayGear". "You" means You,
Your company, Your employees, and anyone who has access to use Your PayGear; account.
You must be at least eighteen (18) years of age to subscribe to and use any PayGear
service or product.
The PayGear System is offered to You on the condition that You accept these Terms
of Service. You agree to familiarize Yourself with, and to regularly review, the
Terms of Service, and other terms and guidelines found throughout the PayGear System
and abide by them if You choose to use the sites, or accept the products, services
or benefits, to which such terms apply. PayGear, reserves the right to change
any of the Terms of Service at anytime without notice. If You continue to use the
PayGear System after any such changes, Your continued use will constitute Your consent
to such changes. PayGear does not and will not assume any obligation to notify You
of any changes to the Terms of Service.
By subscribing to any service offered on the PayGear site, You make the following
representations and warranties. PayGear. shall have the right to terminate your
PayGear account, without notice at any time, if any representation warranty made
by You proves to be untrue in any respect. You represent and warrant that:
By using the PayGear System, You agree that You will defend and indemnify PayGear,
its affiliates, and service providers from any third party claim related to a breach
of any of the foregoing warranties.
The PayGear System is provided to assist You with the operation of Your business.
Your right to use the PayGear System is limited to You, and Your company and its
employees. You are solely responsible for Your content and Your Web site and your
PayGear account. PayGear, reserves the right, but is not obligated, to monitor or
to review materials posted on Your Web site and to monitor your compliance with
these Terms of Service. PayGear, reserves the right in its sole discretion to edit,
refuse to post or remove any information or materials which violate these Terms
of Service in whole or in part, without notice at any time.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish,
license, create derivative works from, transfer, or sell any information, software,
products, services or benefits obtained from the PayGear System, except as expressly
You may not use a trade name or other descriptive term in connection with operating
Your Web site that is confusing or misleading to participants, or may otherwise
impersonate or deceive participants with respect to Your identity.
You may not restrict or inhibit any other user from using and enjoying such user's
rights to use the PayGear System.
You may not interfere with or disrupt the PayGear System, PayGear’s or its service
providers’ servers or any network connected to PayGear.
You may not use the PayGear System or the products or services provided through
or in connection with the PayGear System to:
You may not reproduce or redistribute any Software, as that term is defined in the
Section entitled "Software Available on the PayGear System." You may not copy or
reproduce the Software to any other server or location for further reproduction
or redistribution. You may not decompile, disassemble, reverse engineer, benchmark,
or otherwise attempt to discover any trade secret contained in the PayGear System,
or in any product, service or Software provided through the PayGear System.
The information provided by PayGear, to You is proprietary in nature. You agree
not to share any information provided to You by or on behalf of PayGear, with any
Account fees must be paid within 30 days of the close of the prior month to PayGear.
Otherwise we will limit access to your account if you fail to pay or reply to our
attempt to contact you in an attempt to collect these fees. If your account goes
unpaid and you fail to replay we can and will suspend or terminate your account
at PayGear and report the failed payment to the appropriate collection agency.
You may cancel your membership at PayGear at any time.
PayGear may change any of the PayGear services at any time from time to time
without notice, including terminating the offering of any PayGear service altogether.
PayGear, may terminate Your account, Your access to PayGear or any of Your PayGear
services (in whole or in part) at any time, with or without cause, and with or without
notice. You may be barred from accessing any of Your PayGear services or from using
the PayGear System or from receiving any products, services or benefits from PayGear,
if PayGear, determines You have violated these Terms of Service, if You have failed
to remit any applicable subscription or other fees when due, if any representation
or warranty made by You is untrue in any respect or if PayGear, receives a court
order or other legal action relating to Your account. In addition, if You violate
any of these Terms of Service, You will forfeit all in-kind credits and any other
amounts accruing to You (if any) in connection with the PayGear System and there
will be no refund of any fees prepaid by You.
Links within the PayGear System may let You leave the PayGear System. You acknowledge
that the linked sites are not under the control of PayGear, and that PayGear, is
not responsible for the contents or operation of such linked sites or any link contained
in such linked site, any changes or updates to such sites, or Web casting or any
other form of transmission received from any linked site. PayGear, is providing
these links to You only as a convenience, and the inclusion of any link does not
imply endorsement by PayGear, of the linked site or any association with their
PayGear, does not claim ownership of the materials You provide to PayGear,
(including feedback and suggestions) or that which You post, upload, input or submit
in connection with Your use of PayGear or any Web site ("Your Web Site") created
by You or on Your behalf in connection with the use of PayGear (collectively "Submissions").
However, You grant PayGear, a royalty-free, fully paid up, worldwide license
to use (including, without limitation, the rights to: copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate, sublicense and reformat
Your Submission) Your Submission only in connection with the operation and promotion
of PayGear. You also grant PayGear, the right to publish Your name in connection
with any such use. No compensation will be paid or due You with respect to PayGear
's or its sublicensee's use of the materials as licensed above. PayGear, is under
no obligation to post or use any materials You may provide, and may remove such
materials at any time in PayGear’s sole discretion. By posting messages, uploading
files (including graphics), inputting data, submitting any feedback or suggestions,
or engaging in any other form of communication with or through the PayGear System,
You represent and warrant that You own or otherwise control the rights necessary
to do so and to grant PayGear, the license set forth above, and You will defend
and indemnify PayGear, and its suppliers from any third party claim related
to a breach of any of the foregoing representations or warranties.
You grant PayGear, permission to use screen shots of any Web page that contains
a link to PayGear or PayGear HTML in PayGear promotional materials, and represent
and warrant that You have sufficient authority to grant the foregoing rights.
Users of PayGear that submit their email address on the PayGear.com domain grant permission to receive emails from PayGear or PayGear owner Chris Douthit at any time. This includes PayGear vendors, PayGear affiliates and any customer using the PayGear.com checkout page.
Software (if any) that is made available to download from or otherwise use through
the PayGear System, excluding software that may be made available by third parties
via PayGear, ("Software") is the copyrighted work of PayGear, and/or its licensors,
suppliers, or service providers. Your use of the Software is governed by these Terms
of Service, and the terms of the end user license agreement, if any, which accompanies
or is included with the Software ("License Agreement"). To the extent that the License
Agreement conflicts with these Terms of Service, the terms of the License Agreement
shall govern Your use of the Software. You may not install or use any Software that
is accompanied by or includes a License Agreement unless You first agree to the
terms and conditions of the License Agreement. For any Software not accompanied
by a license agreement, PayGear, hereby grants to You, the user, a personal,
non-exclusive, non-transferable license to use the Software for viewing and otherwise
using the particular PayGear service in accordance with the these Terms of Service
and for no other purpose. In addition, You shall keep intact all and may not alter
any copyright and other proprietary notices contained in such Software. Any reproduction
or redistribution of the Software is expressly prohibited, and may result in severe
civil and criminal penalties. Persons violating the foregoing, or who otherwise
misappropriate any intellectual property or proprietary rights related to the Software
may be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING,
COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER
REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE, DISASSEMBLE,
REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY TRADE SECRET CONTAINED IN
ANY SOFTWARE PROVIDED HEREUNDER. You acknowledge that the Software, and any accompanying
documentation and/or technical information, is subject to applicable export control
laws and regulations of the USA. You agree not to export or re-export the Software,
directly or indirectly, to any countries that are subject to USA export restrictions.
All software downloaded or otherwise obtained by the U.S. Government pursuant to
solicitations issued on or after December 1, 1995 is provided with the commercial
license rights and restrictions described elsewhere herein. All Software provided
to the U.S. Government pursuant to solicitations issued prior to December 1, 1995
is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE
1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
The information, software, products, services and other material included in or
available through the PayGear System may not be complete, and may include inaccuracies
or errors, and may also be modified, discontinued or deleted from time to time without
notice. Advice, information, products, services or other materials received via
the PayGear System should not be relied upon for personal, medical, legal, business,
financial or other decisions and is not intended to replace the advice of appropriate
and qualified professionals. You acknowledge that You should consult an appropriate
professional for specific advice tailored to Your situation.
Your access to and use of the PayGear System, and products and services of PayGear,
is at Your own risk. PayGear, makes no guarantees of any kind regarding the dependability,
accuracy, security, timeliness or availability of the PayGear System, or such products
or services. Without limiting the foregoing, NEITHER PAYGEAR , NOR ITS RESPECTIVE
SUPPLIERS, NOR ITS SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT
THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS,
OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED
IN THE PAYGEAR SYSTEM FOR ANY PURPOSE. BECAUSE OF THE POSSIBILITY OF HUMAN AND/OR
MECHANICAL ERROR, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS
ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PAYGEAR SUPPLIES SOFTWARE ONLY
AND IN NO WAY PAYS COMMISSION FOR VENDORS THAT USE THE SOFTWARE. NON-PAYMENT OF
AFFILIATE COMMISSION WILL BE ADDRESSED TO THE VENDOR, IF PAYMENT IS STILL NOT MADE
PAYGEAR WILL BAN THE VENDORS ACCOUNT. PAYGEAR , ITS RESPECTIVE SUPPLIERS, AND SERVICE
PROVIDERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS
OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS,
INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT SHALL PAYGEAR , ITS SUPPLIERS, OR ITS SERVICE PROVIDERS BE LIABLE FOR
ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION:
Without limiting the foregoing, PayGear, is not responsible for any of Your data
residing on PayGear , its hardware or systems, including such hardware or systems
provided to PayGear, by third parties. You are solely responsible for maintaining
and backing-up Your data and information that may reside on PayGear, ’s hardware
or systems, including such hardware or systems provided to PayGear, by third
parties, whether or not such information is produced through the use of PayGear,
including any information regarding the operation or use of Your Web site, catalogs,
lists, order records, and other information You are providing or using in connection
with Your use of the PayGear System. It is Your sole responsibility to take the
necessary steps to ensure Your primary means of business is maintained. PayGear,
will not be liable for any damage, loss or disclosure of data, accounts, revenue
or business arising out of or otherwise related to: (a) Your use of the PayGear
System, its services or products; (b) Your customers' use of Your Web site or Your
products and services hosted by or created through PayGear; (c) use of the PayGear
System by any other party to whom You have given access to Your company information
for use of the PayGear System; (d) errors, bugs, viruses, or other defects in the
PayGear System; (e) lost company, customer or vendor information (including, without
limitation, billing information, credit card numbers, lost orders, etc.); (f) illegal
or criminal activities committed by third parties, including but not limited to
reliance on any information obtained on PayGear; or (g) or that result from mistakes,
omissions, interruptions, deletion of files or e-mail, loss of or damage to data,
errors, defects, viruses, delays in operation, or transmission, or any failure of
performance, whether or not limited to acts of God, communications failure, theft,
destruction or unauthorized access to PayGear, 's records, programs or services.
You are solely responsible for maintaining and backing-up any information regarding
the operation or use of Your Web site, catalogs, lists, order records, and other
information You are providing or using in connection with Your use of the PayGear
PayGear, is not liable for Your actions with Your customers or vendors, or the use
of their information, or for any other actions arising from Your use, or the use
of other parties to whom You have given access to Your PayGear information, through
the use of the PayGear System.
PayGear, is not involved in any transaction between You and Your buyer or
seller or other third parties with whom you may have transactions through Your Web
site or between You and any user of any products or services offered or provided
by You or by a third party through the PayGear System. PayGear, is not responsible
for screening, censoring or otherwise controlling Your Web Site, or any listings
or transactions offered or conducted via Your Web Site. You are deemed to have a
direct commercial relationship with each third party that purchases goods or services
from or undertakes any other transaction with You via Your Web site or through PayGear.
PayGear, is not acting as Your or any third party's agent in connection with
the operation of PayGear. You are solely responsible for: (a) processing customer
orders or other transactions; (b) verifying the validity of incoming customer orders
before finalizing the order; (c) informing customers of the status of such orders
or transactions; (d) providing all customer support related to such orders or transactions
(e.g., lost orders, billing disputes, payments, etc.); and, (e) determining, collecting
and remitting to the appropriate authority all taxes (if any) arising from or related
to such orders or transactions. Further, because PayGear, is not involved
in any orders or other transactions between You and other users of PayGear or other
marketplace forums, PayGear, cannot and will not be involved in resolving
any disputes relating to any completed or uncompleted transactions or the purchase
or sale of listed goods or otherwise.
Your payments for orders or transactions conducted via Your Web Site or on any PayGear
service will be paid to You directly from Your designated acquiring bank, customers
or other appropriate source ("payor"). PayGear, is not responsible for such
payment, and will have no liability for any lost, disputed or fraudulent payment
or tenders of payment, or other disputes arising between You and customers or payors.
PayGear, makes no guarantee about the reliability or accuracy of these products
or services, or the results obtained from using PayGear.
You agree to defend, indemnify and hold PayGear, and its suppliers harmless from
and against any and all claims, losses, liability costs and expenses (including
but not limited to attorneys' fees) arising from Your use of PayGear, including,
without limitation, Your violation of these Terms of Service, or any third-party's
rights, (including, without limitation, infringement of any copyright, violation
of any proprietary right and invasion of any privacy rights). These obligations
will survive any termination of Your relationship with PayGear, or Your use
PayGear, reserves the right to deny in its sole discretion any user access to PayGear
or any portion thereof without notice.
You are responsible for safeguarding the confidentiality of Your account information
(including password(s) and user name(s) issued to You) and for any use or misuse
of Your account or the PayGear System resulting from any third party using a password
or user name issued to You. You agree to notify PayGear, immediately of any
known or suspected unauthorized access to or use of Your account, Your password,
the password of any individual user to whom You have issued a login ID or any other
breach of security or misuse of the PayGear System known to or suspected by You.
You may change Your password at any time by following instructions on the PayGear
You hereby authorize PayGear, to rely on any data, notice, instruction or
request furnished by You to PayGear, , or that PayGear, reasonably believes
to have been furnished by You. You are solely responsible for maintaining the confidentiality
of Your account information and monitoring usage of Your account. PayGear,
is not responsible for fraud of participants or of other users of your account.
PayGear will only use your customer data in accordance with the Privacy Statement.
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York applicable to contracts made and to be performed wholly
within such State, without reference to principles of conflicts of laws thereof.
Each party hereby irrevocably and unconditionally accepts, and agrees to submit
to, the exclusive jurisdiction of any state or federal court in the County and State
of New York in respect of any dispute arising out of, based upon, or relating to,
this Agreement. . THE PARTIES EXPRESSLY AGREE THAT THE UNIFORM COMPUTER INFORMATION
TRANSACTIONS ACT OR ANY VERSION THEREOF ADOPTED BY ANY STATE IN ANY FORM (“UCITA”)
SHALL NOT APPLY TO THIS AGREEMENT, INCLUDING ANY APPLICABLE PRODUCT ADDENDA.
TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY
OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.
You agree that no joint venture, partnership, employment, or agency relationship
exists between You and PayGear, as a result of these Terms or Service or use
If any part of these Terms of Service is determined to be invalid or unenforceable
pursuant to applicable law including, but not limited to, the warranty disclaimers
and liability limitations set forth above, then the invalid or unenforceable provision
will be deemed superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of these Terms of Service
shall continue in effect. If moreover, any one or more of the provisions contained
in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, such provision shall be construed by limiting
and reducing it, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear. No delay or omission on the part of either party to
this Agreement in requiring performance by the other party hereunder, or in exercising
any right hereunder, will operate as a waiver of any right or rights hereunder.
Any and all representations and warranties, indemnification obligations, confidentiality
requirements, intellectual property, applicable law, notice, and termination provisions,
jurisdictional consents, and this Section shall survive the termination of the Agreement
by either party for any reason.
Unless otherwise specified herein, these Terms of Service, and the Privacy Statement
constitute the entire agreement between the user and PayGear, with respect
to the PayGear System and they supersede all prior or contemporaneous communications
and proposals, whether electronic, oral or written, between the user and PayGear,
with respect to the PayGear System.
A printed version of these Terms of Service and of any notice given in electronic
form shall be admissible in judicial or administrative proceedings based upon or
relating to these Terms of Service to the same extent and subject to the same conditions
as other business documents and records originally generated and maintained in printed
PayGear, is not obligated to monitor the content on PayGear. PayGear,
reserves the right to disclose any information, content, or materials as necessary
to satisfy any applicable law, rule regulation, legal process, government request,
in response to an allegation that Your material infringes the intellectual property
rights of a third party or in any way violates any applicable law, rule regulation,
or in accordance with PayGear, 's Privacy Statement. PayGear, reserves the
right to edit, refuse to post or to remove any information, content, or materials,
in whole or in part, from the PayGear Web sites, in PayGear, Inc's sole discretion,
without notice at any time.
Any rights not expressly granted herein are reserved by PayGear, , including all
legal and equitable remedies available to PayGear, or violation of any of
these Terms of Service.
All contents of the PayGear System are: Copyright (c) 2008 PayGear, , and/or its
PayGear and any of the associated marks are either a trademark or registered trademark
of PayGear, .