Terms

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.

YOUR WARRANTIES

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:

  • You and all users of the PayGear System approved by you are at least eighteen (18) years of age;
  • You have the legal capacity and authority to; (a) enter into binding contracts for the sale and purchase of goods and services, (b) be bound by these Terms of Service, (c) to subscribe to and use the PayGear service, including, where applicable, the buying, selling and listing of items, in accordance with these Terms of Service, and (d) if you are acting in a corporate capacity, you are authorized to bind Your company;
  • You will not use the PayGear System for any purpose that is unlawful, or prohibited by these Terms of Service; All information supplied by You or by others using Your account is true and accurate, including information submitted as part of the registration and subscription process;
  • Any products or services advertised, sold or otherwise distributed by You on or in connection with Your Web Site are legal for sale or distribution; and you have all licenses necessary to sell or advertise the goods or services offered for sale or distribution; and that all sales and advertisements will be in compliance with applicable law, rule, and regulation; and
  • You own or control all of the intellectual property, proprietary and similar rights necessary for all material located on Your Web Site, all submissions, and all products and services sold or otherwise distributed by You or on Your behalf via Your Web Site using PayGear.

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.

LIMITATIONS ON YOUR USE OF THE PAYGEAR SYSTEM

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 provided herein.

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:

  • rent, lease, license, grant a security interest in, or otherwise transfer or sublicense Your rights hereunder to any third party;
  • defame, libel, slander, impersonate, abuse, harass, threaten, invade the privacy of or otherwise violate or infringe the legal rights (including the rights of privacy and publicity) of any other person;
  • conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail ( including "spamming") or multi-level or illegal marketing campaigns
  • sell or distribute distribution lists, containing any personal information, including, without limitation, email addresses, home or work addresses, phone numbers, or any other identifying information whatsoever without the express contractual rights to provide such information;
  • harm minors in any way;
  • publish, post, distribute, disseminate, advertise or link to any: (i) content, site, topic, name, material or information which is defamatory, libelous, slanderous, or infringing; (ii) software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless You own, or control such rights or have received all necessary consents for Your publication, distribution, or linking of such software and other materials; (iii) software, content or other material that contains viruses, worms, corrupted files, cracks, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information, or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs; (iv) software, content, other material or Web site that constitutes "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;
  • sell, offer to sell, distribute, promote, facilitate, disseminate or link to any sites for marketing, sales, promotion, facilitation or distribution of: firearms; explosives; ammunition; liquor; tobacco products; illegal gambling (including gambling in connection with sporting events); food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; illicit drugs, pharmaceuticals and controlled substances; counterfeit, pirated or stolen goods; any goods or services that infringe or otherwise violate a third party's rights including copyright, patent, trademark, or rights of publicity or privacy; goods that are considered indecent; Nazi memorabilia; registered or unregistered securities; goods or services that You cannot legally sell; goods which are misrepresented or which do not in fact exist; fraudulent goods; goods or activities that if sold via any PayGear services or Your Web site would cause PayGear,  to violate any law, statute or regulation; or any other illegal activity;
  • harvest or otherwise collect information about third parties, including e-mail addresses, without the express consent of such third parties;
  • violate any applicable government laws, rules or regulations.

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 third party.

FEES

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.

CANCELLATION POLICY

You may cancel your membership at PayGear at any time.

CHANGES TO SERVICES, TERMINATION BY PAYGEAR

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 TO THIRD PARTY SITES

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 operators.

LICENSE YOU GRANT TO PAYGEAR

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.

SOFTWARE AVAILABLE ON THE PAYGEAR SYSTEM

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.

LIMITATIONS OF LIABILITY AND DISCLAIMERS

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:

  • DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF PAYGEAR OR RELATED SERVICES, OR
  • WITH THE DELAY OR INABILITY TO USE PAYGEAR OR RELATED SERVICES;
    THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH PAYGEAR; OR
  • OTHERWISE ARISING OUT OF THE USE OF PAYGEAR, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PAYGEAR, , ANY OF ITS SUPPLIERS, OR SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF PAYGEAR, OR WITH ANY OF THESE TERMS OF SERVICE OR THE ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PAYGEAR SYSTEM AND ITS RELATED SERVICES AND PRODUCTS.

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 System.

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.

INDEMNITY

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 of PayGear.

ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS

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 Web site.

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.

YOUR CUSTOMER DATA

PayGear will only use your customer data in accordance with the Privacy Statement.

GENERAL

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 of PayGear.

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 form.

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.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the PayGear System are: Copyright (c) 2008 PayGear, , and/or its suppliers

TRADEMARKS

PayGear and any of the associated marks are either a trademark or registered trademark of PayGear, .