Terms of Service
These PayLoadz, Inc. Terms of Service comprise a legal agreement between you and
PayLoadz, Inc. (“PayLoadz, Inc.”) and governs your use of the PayLoadz,
Inc. services. BY SUBSCRIBING TO AND/OR USING A PAYLOADZ SERVICE, YOU AGREE TO BE
BOUND BY THESE TERMS OF SERVICE, AS MAY BE MODIFIED FROM TIME TO TIME BY PAYLOADZ
IN ITS SOLE DISCRETION. If you do not agree to these Terms of Service do not subscribe
to or use the PayLoadz services.
PayLoadz is comprised of Internet Web sites and Web pages operated by PayLoadz,
Inc. and its affiliates and of various products and services which are provided
by PayLoadz, Inc., its affiliates or third party service providers. These Web sites,
Web pages, products and services will be collectively referred to in this Agreement
as "PayLoadz" or the "PayLoadz System." "You" means
You, Your company, Your employees, and anyone who has access to use Your PayLoadz;
account. You must be at least eighteen (18) years of age to subscribe to and use
any PayLoadz service or product.
Any rights not expressly granted herein are reserved by PayLoadz, Inc. In addition
Your registration information and other information about You is subject to our
Privacy Statement located at http://www.payloadz.com/privacy.asp
If You do not have print capability or otherwise desire to obtain a hard copy of
these Terms of Service, please visit the PayLoadz customer service Web site and
send an email requesting a hard copy. You may also click on the link to "Terms
of Service" or "Terms of Use" at the bottom of each page of the PayLoadz
System for copy of these Terms of Service, which may be printed and saved through
the printing and saving capability of your browser and printer.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Pennsylvania and the laws of United States of America applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the city of Philadelphia in the State of Pennsylvania with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
YOUR WARRANTIES
By subscribing to any service offered on the PayLoadz site, You make the following
representations and warranties. PayLoadz, Inc. shall have the right to terminate
your PayLoadz 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 PayLoadz 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 PayLoadz 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 PayLoadz 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 Payloadz.
By using the PayLoadz System, You agree that You will defend and indemnify PayLoadz,
Inc. ,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 PAYLOADZ SYSTEM
The PayLoadz System is provided to assist You with the operation of Your business.
Your right to use the PayLoadz System is limited to You, and Your company and its
employees. You are solely responsible for Your content and Your Web site and your
PayLoadz account. PayLoadz, Inc. 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. PayLoadz, Inc. 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 PayLoadz 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 PayLoadz System.
You may not interfere with or disrupt the PayLoadz System, Payloadz’s or its
service providers’ servers or any network connected to PayLoadz.
You may not use the PayLoadz System or the products or services provided through
or in connection with the PayLoadz 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,
cancelbots, 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 PayLoadz services or Your Web site would cause PayLoadz, Inc. 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;
- sell or distribute any cryptocurrency such as Bitcoin, Litecoin, Dogecoin, etc.
You may not reproduce or redistribute any Software, as that term is defined in the
Section entitled "Software Available on the PayLoadz 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 PayLoadz System,
or in any product, service or Software provided through the PayLoadz System.
The information provided by PayLoadz, Inc. to You is proprietary in nature. You
agree not to share any information provided to You by or on behalf of PayLoadz,
Inc. with any third party.
FEES
Some products and services available through or in connection with PayLoadz require
that You purchase a subscription or otherwise pay a fee. You hereby authorize PayLoadz,
Inc. to charge Your credit card in advance for all applicable fees incurred by You
or on Your behalf in connection with Your use of the PayLoadz product or service
that You have chosen to use. You are solely responsible for all charges, fees, duties,
taxes, and assessments arising out of any use of Your PayLoadz account by you or
anyone else using your account. PayLoadz, Inc. reserves the right to modify the
fees charged for PayLoadz products and services from time to time, provided that
such new fees shall not take effect earlier than thirty (30) days after PayLoadz,
Inc. notifies You via email or otherwise of such modified fees. Amounts not paid
by You to PayLoadz, Inc. when due shall bear interest at the lesser of (a) one and
one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable
law.
In the event that PayLoadz, Inc. terminates Your PayLoadz account or one or more
of Your PayLoadz services for violation of these Terms of Service, You will not
be entitled to the return of any fees paid with respect to any such terminated account
service.
CANCELLATION POLICY
You acknowledge that if You cancel any subscriptions to a PayLoadz service that
You may not be entitled to a refund of all or part of amounts already paid by You
for such PayLoadz subscription. You agree that (a) subscription rates and other
fees will be posted on the PayLoadz Web site and may be changed from time to time
by PayLoadz, Inc. in its sole discretion and (b) the cancellation policy posted
at the time you cancel your subscription shall govern the amount of the refund (if
any) due to you.
CHANGES TO SERVICES, TERMINATION BY PAYLOADZ
PayLoadz, Inc. may change any of the PayLoadz services at any time from time to
time without notice, including terminating the offering of any PayLoadz service
altogether.
PayLoadz, Inc. may terminate Your account, Your access to PayLoadz or any of Your
PayLoadz 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 PayLoadz services
or from using the PayLoadz System or from receiving any products, services or benefits
from PayLoadz, if PayLoadz, Inc. 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 PayLoadz,
Inc. 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 PayLoadz System
and there will be no refund of any fees prepaid by You. If You subscribe to a PayLoadz
service which is made up of two or more individual services and You violate the
Terms of Service applicable to one of such individual services, (1) your use of
the particular individual service will be terminated, but the remaining services
may remain active as determined by Payloadz, Inc. in its sole discretion, and (2)
there will be no refund (in whole or in part) of Your annual fee for the PayLoadz
service terminated. You will be responsible for all fees incurred during Your subscription
and payment of such fees shall be due immediately upon termination of Your subscription.
LINKS TO THIRD PARTY SITES
Links within the PayLoadz System may let You leave the PayLoadz System. You acknowledge
that the linked sites are not under the control of PayLoadz, Inc. and that PayLoadz,
Inc. 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. PayLoadz,
Inc. is providing these links to You only as a convenience, and the inclusion of
any link does not imply endorsement by PayLoadz, Inc. of the linked site or any
association with their operators.
LICENSE YOU GRANT TO PAYLOADZ
PayLoadz, Inc. does not claim ownership of the materials You provide to PayLoadz,
Inc. (including feedback and suggestions) or that which You post, upload, input
or submit in connection with Your use of PayLoadz or any Web site ("Your Web
Site") created by You or on Your behalf in connection with the use of PayLoadz
(collectively "Submissions"). However, You grant PayLoadz, Inc. 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 PayLoadz. You also grant PayLoadz, Inc. the
right to publish Your name in connection with any such use. No compensation will
be paid or due You with respect to PayLoadz, Inc.'s or its sublicense's use of the
materials as licensed above. PayLoadz, Inc. is under no obligation to post or use
any materials You may provide, and may remove such materials at any time in PayLoadz,
Inc.'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 PayLoadz System, You represent and warrant
that You own or otherwise control the rights necessary to do so and to grant PayLoadz,
Inc. the license set forth above, and You will defend and indemnify PayLoadz, Inc.
and its suppliers from any third party claim related to a breach of any of the foregoing
representations or warranties.
You grant PayLoadz, Inc. permission to use screen shots of any Web page that contains
a link to PayLoadz or PayLoadz HTML in PayLoadz promotional materials, and represent
and warrant that You have sufficient authority to grant the foregoing rights.
SOFTWARE AVAILABLE ON THE PAYLOADZ SYSTEM
Software (if any) that is made available to download from or otherwise use through
the PayLoadz System, excluding software that may be made available by third parties
via PayLoadz, ("Software") is the copyrighted work of PayLoadz, Inc. 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, PayLoadz, Inc. hereby grants
to You, the user, a personal, non-exclusive, non-transferable license to use the
Software for viewing and otherwise using the particular PayLoadz 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 PayLoadz 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 PayLoadz 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 PayLoadz System, and products and services of PayLoadz,
is at Your own risk. PayLoadz, Inc. makes no guarantees of any kind regarding the
dependability, accuracy, security, timeliness or availability of the PayLoadz System,
or such products or services. Without limiting the foregoing, NEITHER PAYLOADZ INC.,
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 PAYLOADZ 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. PAYLOADZ
INC., 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 PAYLOADZ INC., 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 PAYLOADZ OR RELATED SERVICES,
OR
-
WITH THE DELAY OR INABILITY TO USE PAYLOADZ OR RELATED SERVICES;
THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE,
PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH PAYLOADZ; OR
- OTHERWISE ARISING OUT OF THE USE OF PAYLOADZ, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF PAYLOADZ, Inc., ANY OF ITS SUPPLIERS, OR
SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED
WITH ANY PORTION OF PAYLOADZ, OR WITH ANY OF THESE TERMS OF SERVICE OR THE ADDITIONAL
TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PAYLOADZ SYSTEM
AND ITS RELATED SERVICES AND PRODUCTS.
Without limiting the foregoing, PayLoadz, Inc. is not responsible for any of Your
data residing on PayLoadz , its hardware or systems, including such hardware or
systems provided to PayLoadz, Inc. by third parties. You are solely responsible
for maintaining and backing-up Your data and information that may reside on PayLoadz,
Inc.’s hardware or systems, including such hardware or systems provided to
PayLoadz, Inc. by third parties, whether or not such information is produced through
the use of PayLoadz, 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 PayLoadz System. It is Your sole responsibility
to take the necessary steps to ensure Your primary means of business is maintained.
PayLoadz, Inc. 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
PayLoadz System, its services or products; (b) Your customers' use of Your Web site
or Your products and services hosted by or created through PayLoadz; (c) use of
the PayLoadz System by any other party to whom You have given access to Your company
information for use of the PayLoadz System; (d) errors, bugs, viruses, or other
defects in the PayLoadz 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 PayLoadz; 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 PayLoadz, Inc.'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 PayLoadz System.
PayLoadz, Inc. 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 PayLoadz information,
through the use of the PayLoadz System.
PayLoadz, Inc. 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 PayLoadz System. PayLoadz, Inc. 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 PayLoadz.
PayLoadz, Inc. is not acting as Your or any third party's agent in connection with
the operation of PayLoadz. 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 PayLoadz, Inc. is not involved
in any orders or other transactions between You and other users of PayLoadz or other
marketplace forums, PayLoadz, Inc. 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 PayLoadz
service will be paid to You directly from Your designated acquiring bank, customers
or other appropriate source ("payer"). PayLoadz, Inc. 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 payers. PayLoadz, Inc. makes no guarantee about the reliability or accuracy of
these products or services, or the results obtained from using PayLoadz.
INDEMNITY
You agree to defend, indemnify and hold PayLoadz, Inc. 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 Payloadz, 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 PayLoadz, Inc. or Your use
of PayLoadz.
ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS
PayLoadz, Inc. reserves the right to deny in its sole discretion any user access
to PayLoadz 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 PayLoadz System resulting from any third party using a password
or user name issued to You. You agree to notify PayLoadz, Inc. 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 PayLoadz System known to or suspected by You.
You may change Your password at any time by following instructions on the PayLoadz
Web site.
You hereby authorize PayLoadz, Inc. to rely on any data, notice, instruction or
request furnished by You to PayLoadz, Inc., or that PayLoadz, Inc. 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. PayLoadz, Inc.
is not responsible for fraud of participants or of other users of your account.
YOUR CUSTOMER DATA
PayLoadz 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 PayLoadz, Inc. as a result of these Terms or Service or use
of PayLoadz.
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 PayLoadz, Inc. with respect
to the PayLoadz System and they supersede all prior or contemporaneous communications
and proposals, whether electronic, oral or written, between the user and PayLoadz,
Inc. with respect to the PayLoadz 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.
PayLoadz, Inc. is not obligated to monitor the content on PayLoadz. PayLoadz, Inc.
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 PayLoadz, Inc.'s Privacy Statement. PayLoadz, Inc. reserves
the right to edit, refuse to post or to remove any information, content, or materials,
in whole or in part, from the PayLoadz Web sites, in PayLoadz, Inc's sole discretion,
without notice at any time.
Any rights not expressly granted herein are reserved by PayLoadz, Inc., including
all legal and equitable remedies available to PayLoadz, Inc. or violation of any
of these Terms of Service.
The PayLoadz 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 PayLoadz System
and abide by them if You choose to use the sites, or accept the products, services
or benefits, to which such terms apply. PayLoadz, Inc. reserves the right to change
any of the Terms of Service at anytime without notice. If You continue to use the
PayLoadz System after any such changes, Your continued use will constitute Your
consent to such changes. PayLoadz, Inc. does not and will not assume any obligation
to notify You of any changes to the Terms of Service.
COPYRIGHT AND TRADEMARK NOTICES
All contents of the PayLoadz System are: Copyright (c)
2021
PayLoadz, Inc., and/or its suppliers
TERMS RELATED TO RESELLER AND AFFILIATE SERVICES
Publishers participating in the Reseller and Affiliate programs are required to
adhere to the following policies. If you fail to comply with these policies, we
may disable ad serving to your site and/or disable your account. While in many cases
we prefer to work with publishers to achieve policy compliance, we reserve the right
to disable any account at any time. If your account is disabled, you will not be
eligible for further participation in the program.
Please note that we may change our policies at any time, and pursuant to our Terms
and Conditions, it is your responsibility to keep up to date with and adhere to
the policies posted here.
Invalid Clicks and Impressions
Clicks on ads must result from genuine user interest. Any method that artificially
generates clicks or impressions on your ads is strictly prohibited. These prohibited
methods include but are not limited to repeated manual clicks or impressions, using
robots, automated click and impression generating tools, third-party services that
generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf, and
click-exchange programs, or any deceptive software. Please note that clicking on
your own ads for any reason is prohibited. Failure to comply with this policy may
lead to your account being disabled.
Encouraging clicks
In order to ensure a good experience for users and advertisers, publishers may not
request that users click the ads on their sites or rely on deceptive implementation
methods to obtain clicks. Publishers participating in the program:
- May not encourage users to click the ads by using phrases such as "click
the ads," "support us," "visit these links," or other similar
language
- May not direct user attention to the ads via arrows or other graphical gimmicks
- May not place misleading images alongside individual ads
- May not promote sites displaying ads through unsolicited mass emails or unwanted
advertisements on third-party websites
- May not compensate users for viewing ads or performing searches, or promise compensation
to a third party for such behavior
- May not place misleading labels above ad units - for instance, ads may be labeled
"Sponsored Links" but not "Favorite Sites"
Sites showing PayLoadz ads may not contain pop-ups or pop-underthat interfere with
site navigation, change user preferences, or initiate downloads. Any PayLoadz code
must be pasted directly into webpages without modification. PayLoadz participants
are not allowed to alter any portion of the code or change the behavior, targeting,
or delivery of ads. For instance, clicks on PayLoadz ads may not result in a new
browser window being launched. A site or third party cannot display our ads, search
box, search results, or referral buttons as a result of the actions of any software
application such as a toolbar. No PayLoadz code may be integrated into a software
application. Webpages containing PayLoadz code may not be loaded by any software
that can trigger pop-ups, redirect users to unwanted websites, modify browser settings,
or otherwise interfere with site navigation. It is your responsibility to ensure
that no ad network or affiliate uses such methods to direct traffic to pages that
contain your PayLoadz code.
Referral offerings must be made without any obligation or requirement to end users.
Publishers may not solicit email addresses from users in conjunction with PayLoadz
referral units.
Publishers using online advertising to drive traffic to pages showing PayLoadz ads
must comply with the spirit of PayLoadz's Landing Page Quality Guidelines. For instance,
if you advertise for sites participating in the PayLoadz program, the advertising
should not be deceptive to users.
TRADEMARKS
PayLoadz and any of the associated marks are either a trademark or registered trademark
of PayLoadz, Inc..
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512, PayLoadz has
designated an agent to receive notices of claimed copyright infringement. If you
believe in good faith that your work has been copied in a way that constitutes copyright
infringement, your may provide PayLoadz's Copyright Agent the following information:
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on
the Site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is
not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information
in your notice is accurate and that you are the copyright owner or authorized to
act on the copyright owner's behalf; and
- An electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright interest.
United States law provides significant penalties for submitting such a statement
falsely.
PayLoadz's Copyright Agent for Notice of claims of copyright infringement can be
reached as follows:
Designated Agent for Notification of Claims of Infringement:
Shannon Sofield
3 Richards Rdg
Newtown Square, PA 19073
Upon receipt of the written notification containing the information specified above:
(a) PayLoadz may remove or disable access to the material that is alleged to be
infringing;
(b) PayLoadz may forward the written notification to such alleged infringer; and
(c) PayLoadz may take reasonable steps to promptly notify the alleged infringer
that it has removed or disabled access to the material.
Counter-Notification:
If the alleged infringer believes that a notice of copyright infringement has been
wrongly filed against it and it would like to submit a counter-notification, it
may file a Counter-Notification in Response to Claim of Copyright Infringement with
PayLoadz's Copyright Agent.
To be effective, a Counter-Notification must be a written communication provided
to PayLoadz's Copyright Agent for Notice that includes the following information:
A physical or electronic signature of the alleged infringer;
Identification of the material that has been removed or to which access has been
disabled and the location at which the material appeared before it was removed or
access to it was disabled;
A statement under penalty of perjury that the alleged infringer has a good faith
belief that the material was removed or disabled as a result of a mistake or misidentification
of the material to be removed or disabled; and
The alleged infringer's name, address, and telephone number, and a statement that
the alleged infringer consents to the jurisdiction of Federal District Court for
the judicial district in which the address is located, or if the alleged infringer's
address is outside of the United States, for any judicial district in which PayLoadz
may be found, and that the alleged infringer will accept service of process from
the person who provided notification or an agent of such person.
Upon receipt of a Counter-Notification containing the information specified above:
(a) PayLoadz may promptly provide you with a copy of the Counter-Notification;
(b) PayLoadz may inform you that it will replace the removed material or cease disabling
access to it within ten (10) business days; and
(c) PayLoadz may replace the removed material or cease disabling access to the material
within ten (10) to fourteen (14) business days following receipt of the Counter-Notification,
provided PayLoadz's Copyright Agent for Notice has not received notice from you
that an action has been filed seeking a court order to restrain Subscriber from
engaging in infringing activity relating to the material on PayLoadz's network or
system.
You may want to seek the advice of independent legal counsel before filing a notification
or counter-notification.
GENERAL DATA PROTECTION REGULATION (GDPR)
1. Definitions
(a) “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679);
(b) “Data Processor”, “Data Subject”, “Processor”, “Processing”, “Subprocessor”, and “Supervisory Authority” shall be interpreted in accordance with applicable Data Protection Legislation;
(c) “Personal Data” as used in this Addendum means information relating to an identifiable or identified Data Subject who visits or engages in transactions through your store (a “Customer”), which PayLoadz Processes as a Data Processor in the course of providing you with the Services. Notwithstanding the foregoing sentence, Personal Data does not include information that PayLoadz processes in the context of services that it provides directly to a consumer, such as through its consumer-facing applications like Frenzy or its consumer-facing services like PayLoadz Pay; and
(d) All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
2. Data Protection
2.1. Where a Data Subject is located in the European Economic Area, that Data Subject’s Personal Data will be processed by PayLoadz' U.S. based servers.
2.2. When PayLoadz Processes Personal Data in the course of providing the Services, PayLoadz will:
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2.2.1. Process the Personal Data as a Data Processor, only for the purpose of providing the Services in accordance with documented instructions from you (provided that such instructions are commensurate with the functionalities of the Services), and as may subsequently be agreed to by you. If PayLoadz is required by law to Process the Personal Data for any other purpose, PayLoadz will provide you with prior notice of this requirement, unless PayLoadz is prohibited by law from providing such notice;
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2.2.2. notify you if, in PayLoadz' opinion, your instruction for the processing of Personal Data infringes applicable Data Protection Legislation;
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2.2.3. notify you promptly, to the extent permitted by law, upon receiving an inquiry or complaint from a Data Subject or Supervisory Authority relating to PayLoadz' Processing of the Personal Data;
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2.2.4. implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of Personal Data and appropriate to the nature of the Personal Data which is to be protected;
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2.2.5. provide you, upon request, with up-to-date attestations, reports or extracts thereof where available from a source charged with auditing PayLoadz' data protection practices (e.g. external auditors, internal audit, data protection auditors), or suitable certifications, to enable you to assess compliance with the terms of this Addendum;
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2.2.6. notify you promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
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2.2.7. ensure that its personnel who access the Personal Data are subject to confidentiality obligations that restrict their ability to disclose the Customer Personal Data; and
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2.2.8. upon termination of the Agreement, PayLoadz will promptly initiate its purge process to delete or anonymize the Personal Data. If you request a copy of such Personal Data within 60 days of termination, PayLoadz will provide you with a copy of such Personal Data.
2.3 In the course of providing the Services,you acknowledge and agree that PayLoadz may use Subprocessors to Process the Personal Data. PayLoadz' use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between PayLoadz and Subprocessor.
3. Data Protection Officer
3.1. PayLoadz has appoiunted a designated Data Protection Officer who can be reached at:
Shannon Sofield
3 Richards Rdg
Newtown Square, PA 19073

MISCELLANEOUS
Legal Correspondence
All formal legal correspondence can be sent to the following address:
Shannon Sofield
3 Richards Rdg
Newtown Square, PA 19073

Updated: April 24, 2018