1. DEFINITION OF TERMS
- 1.1. “Account” shall mean a virtual space detached for the Client by means of software and intended for the use of PayOp, the access to which is provided for the Client automatically upon his/her successful registration, verification and upon acceptance of these Terms.
- 1.2. “Administration” shall mean Paydo Financial USA Inc., registered at 16192 Coastal Highway, Lewes, Sussex, DE, USA, which owns PayOp.
- 1.3. “Blocking” shall mean the method by which the Administration pursuant to the provisions of these Terms may technically prevent Clients from using PayOp (for a definite time) or permanently (for an indefinite time), and which may be applied to Client Accounts, IP addresses, and to ranges of IP addresses.
- 1.4. “Card” shall mean the service of the payment system allowing to execute payment transactions issued by the financial institution indicated on the Card. If ordered by the Client, the Card will be linked and attributed to the Client’s Account registered with PayOp. PayOp will provide the Client with terms and conditions of the Card use when ordering it.
- 1.5. “Client” shall mean any person or entity, having registered an Account with PayOp, accepted these Terms in entirety, and having the right and authority to bind oneself to these Terms and not barred or otherwise legally prohibited from accessing or using PayOp.
- 1.6. “PayOp” shall mean an on-line service providing transaction processing services, e-payment services, costs transmission services and invoicing provided by Administration through the website “payop.com”.
- 1.7. “Services” shall mean the provision of access to payment instruments through integration of PayOp API into the Clients’ services, to ensure provision to the Client and Clients’ customers of payment services, such as payment processing, costs transmission, invoicing and other related services; Administration’s information and consulting services on issues related to the usage of PayOp.
- 1.7. Any other terms, not defined in this Section, shall be interpreted pursuant to applicable laws, mentioned herein.
2. ACCESS TO THE SERVICES
- 2.1. The Services are provided to the Client only upon their registration of the Account in accordance with the Section 3 hereof.
- 2.2. The complete detailed description of the process of the Services provision shall be found in the “Documentation” section at: https://payop.com/en/documentation/common/ .
- 2.3. The Client may access PayOp through any device, which is capable of accessing and/or supporting PayOp using an internet connection.
- 2.4. The Client shall at all times comply with any operating procedures, requirements, or guidelines regarding the use of PayOp, that are by any means provided or made available to the Client.
- 3.2. PayOp provides two types of the Accounts: Personal and Business Accounts. The Client may switch the type of the Account by filing a request to the Technical Support of PayOp.
- 3.3. Personal Account may be registered by any person, who has the right and legal capacity to use the Services provided by PayOp, and is not barred or otherwise legally prohibited from accessing or using PayOp. The person shall not use PayOp if they are under 18 years of age.
- 3.4. Business Account may be registered on behalf of any legal entity by an authorized person or by private entrepreneur, pursuant to paragraph 3.3. hereof.
- 3.5. The registration of the Account requires that the Client specifies and uses their personal e-mail address and a reliable password.
- 3.6. Upon the registration of the Account, in order to use PayOp fully-fledged, the Client may pass the verification procedure through the provision to PayOp of the additional information and uploading of the required documents.
- 3.7. Taking into account the KYC and AML/CTF procedures of the USA PATRIOT Act of 2001 and similar procedures of most countries, Administration will require the Client to pass the compulsory verification when registering a new Account.
- 3.8. The Client shall be fully responsible for all activity that occurs under their Account, including for any actions taken by persons to whom the Client has granted access to the Account, if done so. Administration reserves the right to suspend or terminate the Account of any Client who provides inaccurate, untrue, or incomplete information, or who fails to comply with the Account registration requirements or these Terms.
- 3.9. The Client is entitled to cancel their Account at any time. If the Account is cancelled: the Account will be deactivated or deleted; all of the rights granted under these Terms will immediately come to an end; and all of the Client’s data and content may be deleted from our systems provided that it is in compliance with the applicable Data Protection laws (e.g., US jurisdictions; EU General Data Protection Regulation, concerning the privacy of the individuals from within the EU/EEA, etc.), and/or duly archived for the necessary period of time if and where required by appropriate applicable law.
4. RIGHTS AND OBLIGATIONS
- 4.1. The Client shall:
- use PayOp to conduct activity not prohibited by law;
- provide PayOp with all necessary information, including details for registration and verification and other details necessary for the provision of the Services as defined in these Terms;
- not disclose their login and password or another confidential information related to the transaction and other Services in favour of any third parties;
- 4.2. The Client has the right to:
- receive from PayOp the information and consulting services on issues related to the usage of PayOp;
- receive the confirmation of all the activities of PayOp, connected to the Account of the Client;
- ask the Administration to file requests to the respective entities for return of costs, in case of the Client’s mistake in details or similar situations, provided, however, that the Administration does not guarantee that the request will be 100% satisfied;
- any other rights which are required for the fully-fledged use of PayOp and do not infringe the rights of any other persons.
- 4.3. Administration shall:
- facilitate the provision of the Services in the shortest possible time period;
- store information related to all the transactions in accordance with the applicable law requirements;
- perform all other actions and take all measures necessary to comply with the obligations set hereof.
- 4.4. Administration has the right to:
- refuse upon their discretion the provision of the Services to the Client for the reasons specified below, which include but are not limited to: inputting false, inaccurate or incomplete information by the Client, and other breaching of these Terms;
- suspend the operation of PayOp if any essential malfunctions, errors, and failures are detected, until the elimination of such violations;
- ask for additional information and documents in case of the suspicions of the illegal operation request by the Client;
- any other rights which are required for the fully-fledged functioning of PayOp and do not infringe the rights of the Clients.
5. CLIENT’S RESTRICTIONS
- 5.1. The Client shall not directly or indirectly perform any of the actions described below:
- disrupt the ordinary functioning of PayOp, both by means of software and through his/her direct acts within PayOp;
- use automated programs (bots, robots, “spiders”, scrapers, and other programs having similar functions) and scripts, in particular, for the collection of the information of the other Clients or the Service in whole and for mass or targeted distribution (spam, etc.);
- take any actions: having the nature of threats, endangering, harassment, discrimination, abuse, deceit, or some other unlawful influence on the other Clients; breaching the rights and legal interests of the other Clients; and making other Clients’ comfortable use of PayOp impossible otherwise;
- use names or other means of individualization, the rights to which belong to other persons in accordance with the applicable intellectual property laws (trade names, trademarks, titles of art works, etc.) within its Account without a permission to do it;
- place any materials (content, files) anywhere within PayOp, which: contain viruses, Trojan programs, and other malware (executable files, any form of an object code, etc.); contain abuse, insult, defamation; discredit, humiliate, degrade or otherwise harms the honour, dignity or business reputation of other Clients or third parties; mislead other Clients; breach other rights and legal interests of the Clients or third parties including legal entities, international organizations, public authorities, etc.;
- act as a representative or authorized person of the Administration or an employee of a law-enforcement authority without any appropriate legal grounds;
- assign any rights granted under these Terms;
- perform any other unlawful actions and cause harm to Administration or other persons.
- 5.2. If the Client breaches any of their obligations under the Terms or the applicable laws, or if the Client abuses their rights, the Administration may block the Account of the Client and take legal actions under the applicable law and paragraph 5.3. of the Terms.
- 5.3. If the Client breaches AML policies under of applicable law and any obligations hereunder, which have caused or could have caused any harm to the reputation and goodwill of Administration, the Account and the costs shall be frozen for 180 (one hundred and eighty) calendar days. The costs shall be later withdrawn to the bank account of the Client, excluding the operational fees for the transaction and expenses required to cover the loss caused by the Client’s fraudulent activity.
- 5.4. If the Administration reasonably suspects that the Account has been used for an unauthorized, illegal, or criminal purpose, or by virtue of a legal and reasonable request of the public bodies or their authorized representatives, the information about the Client, their Account, and any of their transactions in PayOp may be provided to law enforcement bodies.
- 6.1. Registration of an Account, verification, invoicing and other Services, deemed at securing of the full-fledged use of PayOp, are free of charge.
- 6.2. For the payment processing services and costs transmission/withdrawal, in order to facilitate the highest level of Services and to cover minimum costs for PayOp operation, the fixed commission fee is charged. The detailed list of commission fees depending on method of payment, as well as any other commissions (for chargebacks and other services) may be found at: https://payop.com/en/pricing/.
- 6.3. The commission shall be charged from the particular amount of costs which is being processed or withdrawn for the Client’s customer.
- 6.4. Administration shall not charge the fee for the Services, other than specified in paragraph 6.2. hereof, unless the Client has been notified about such fee.
7. INTELLECTUAL PROPERTY RIGHTS
- 7.1. Administration and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in PayOp and relating web-pages, documentation etc.
- 7.2. Administration may make certain PayOp logos or marks available for use by the Client to allow them identify Administration as the Service provider. The Client may never use any PayOp logos or marks without Administration’s express permission, or in a manner that may lead people to confuse the origin of the Client’s products or services with those of Administration.
- 7.3. During the term hereof, the Client may publicly identify Administration as the provider of the Services to the Client.
- 7.4. PayOp as a whole and its components separately shall be the intellectual property of the Administration.
- 7.5. The Client agrees that he/she shall not obtain any intellectual property rights in respect of their Account in connection with its use.
- 7.6. The use of any components of PayOp for commercial purposes without a written permit of the Administration, as well as their use for any purpose not explicitly stated herein is strictly prohibited.
- 8.1. PayOp grants the Client a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of PayOp and to integrate PayOp with the Client’s website or service, as authorized in these Terms.8.2. The license shall be effective as long as the Client is bound by these Terms.
9. WAIVER AND LIABILITY LIMITATION
- 9.1. PayOp and its functionality including all scripts, annexes, content, and design are provided for the Clients on “as is” and “as available” basis. The Administration shall not be obliged to extend the PayOp’s functionality or to change PayOp otherwise. The Administration shall not be obliged to ensure the operation of PayOp on all program platforms, for all devices or under certain specific conditions.
- 9.2. The Administration shall be entitled to change the design of PayOp, its functionality, the used technical solutions, scripts, software, and other elements both visible and invisible to the Client at any time unilaterally without giving the Client a prior notice.
- 9.3. The Client agrees that it shall use PayOp at their own discretion. The Administration shall not warrant that the operation of PayOp will be uninterrupted, free from immaterial or critical errors, failures, or other defects.
- 9.4. The Administration shall take adequate efforts for maintaining the appropriate operational condition of PayOp.
- 9.5. If the Client is unsatisfied with the conditions and/or quality of PayOp or its functionality, they shall discontinue using PayOp.
- 9.6. The Client agrees that the Administration shall not incur liability for any losses (direct, indirect or accidental) or other property and non-property losses of the Client or third parties resulting from a failure in the operation of PayOp, the use or impossibility of the use thereof, loss of the information (including files) being important to the Client due to technical reasons and as a result of the acts or omission of other Clients.
Where and if some states do not permit limitation of incidental or consequential losses, such limitation may not apply to the Client.
- 9.7. If the Client loses access to his/her Account as a result of his/her (i) violation of these Terms, (ii) negligence concerning the cybersecurity and any other necessary measures, including precautionary and preventive measures, that resulted in theft of the Client’s Account, (iii) any other action (act or omission), the Administration shall not be liable under these Terms. The Client represents and warrants that he/she will be solely responsible for these losses and will not make any claims to the Administration connected to such losses.
- 9.8. The following examples are considered to be the actions (acts or omissions) the Administration shall not be responsible for (this list is non-exhaustive): not keeping the Client’s password secret and secure by the Client; providing the access to the Client’s Account to third parties; any other deliberate or negligent behaviour that resulted in loss of the Account.
- 9.9. The Client agrees to exempt the Administration from any complaints or claims of third parties relating to or arising from the Client’s breach of these Terms, the current laws or the third parties’ rights and interests when using the PayOp.
10. APPLICABLE LAW AND DISPUTES RESOLUTION
- 10.1. These Terms and other relationships between the Parties are governed by the law of the state of Delaware.
- 10.2. The Client agrees that the laws of the State of Delaware, without regard to principles of any conflict of laws, govern these Terms and any claim or dispute that has arisen or may arise between the Client and PayOp.
- 10.3. All disputes and disagreements that might arise from these Terms shall be resolved by means of negotiations.
- 10.4. The Client agrees that for the purposes of the settlement of disputes between the Parties, an e-mail correspondence with the authorized persons of the PayOp shall be the effective and binding method of communication.
- 10.5. If the Parties cannot agree on the subject of the dispute within thirty (30) days, the dispute shall be submitted to the competent court in accordance with the applicable law of Delaware.
11. FINAL PROVISIONS
- 11.1. These Terms shall be valid till terminated by either Party.
- 11.2. The Client shall be entitled to terminate these Terms unilaterally at any time, subject to the deactivation of their Account and cessation of use of PayOp.
- 11.3. The Administration shall be entitled to terminate these Terms unilaterally at any time subject to the relevant notice given to the Client 10 (ten) calendar days prior to such termination.
- 11.4. These Terms shall supersede any other arrangements between the Parties as well as all prior versions thereof.
- 11.5. Should any provision of these Terms (a clause or a statement within a clause) be void, unenforceable or legally invalid otherwise, it shall not affect any other provision hereof, or these Terms as a whole.
- 11.6. The Administration shall be entitled to make amendments or additions to these Terms unilaterally at any time without any special notice by placing a new version hereof on the website. The new version of the Terms shall come into force at the moment it is placed on the website, unless otherwise provided by the new version thereof.
- 11.7. Should the Client have any questions concerning these Terms, the Client shall contact the Administration by email@example.com.