Welcome!
This Terms and Conditions Agreement (“Agreement”) is entered into between Payment Facilitators LLC (“Payment Facilitators LLC” “we” or “us”) and you for valuable consideration and as an exchange of mutual promises.
If you're anything like us, you probably don't like reading complicated agreements, so we asked our legal team to draft this Agreement in a way that it is easy to read for individuals like us, but the world of legalese makes it rather difficult to do. Along these lines, on the off chance that you have any inquiries, concerns, or might just want to understand things better, do contact us.
Here is the short and sweet summary of the sections in this Agreement, but there are essential details in the main document, so you might want to read it all.
Our Service
We are "Payment Facilitators", a privately held company, licensed to provide payment services with head office at 5830 Granite Parkway, Ste 100, Plano TX 75024, USA. You can contact our Merchant Service department via email at support@paymentfacilitators.net.
We built this payment processing service (the "Service") to make it simple for you to accept alternative payment transactions online from your consumers so you can focus on your business.
We provide you with the software to process your online payments; we will respect and protect your privacy, data and personal information. You run your business, service your consumers, protect your consumers' data, report and pay taxes, and observe all laws, rules, and regulations. For more details, see Section A.
Registration
When you register to use the Service, you will give us basic information about your company; we will verify that information (we may work with third parties) to approve your Account. You give us permission to do this and to occasionally update the information, otherwise we may have to deny you the Service. For more details, see Section B.
Transactions and Settlements
We will pay you for your transactions via "Settlements" less any invoiced amounts you owe us based on the schedule determined once your Payment Facilitators LLC Account is approved. You are responsible for Refunds, Returns, and liable for consumer disputes referred to as "Chargebacks", and a portion of your Settlement may be liable to an extra hold period referred to as "Reserve" with terms determined by your transaction history and the risk profile. For more details, see Section C.
License, Termination and Other General Legal Terms
We can terminate this Agreement at any time if you violate the terms of this Agreement (described in Section D), otherwise we may terminate this Agreement with 30 days written notice. You can also terminate this Agreement at any time. Termination is effective immediately. Termination does not affect your liability for processed payments or for related Returns or Chargebacks. For more details, see Section D.
Payment Facilitators LLC Terms and Conditions
This Agreement is a legal agreement between you the business organization listed as the "Merchant" on the Service registration page (sometimes referred to as "you", "your", "user"), and us (referred to as "Payment Facilitators LLC", "we", "our" or "us").
Section A: Our Service
What We Do
The Payment Facilitators LLC Service helps you receive and process transactions from your consumers that need to pay you for goods or services. Payment Facilitators LLC provides its services within the framework of generally accepted standards and business practices of a payment provider in its industry, and, subject to the terms and conditions of this Agreement, transactions generally will be executed immediately, regardless of business hours. Our payment processing service supports commonly used local payment methods and credit card alternatives that are used around the globe. These options fall into classifications such as, direct debits, online bank transfers, credit transfers, pre-paid cards, wallets and many others. We do not assume any liability for the products or services purchased using our Service.
You will be required to register with Payment Facilitators LLC to use the Service.
Our Service also includes optional software to help you manage one-time, recurring and subscription billing charges for your products and services. We give you the Payment Facilitators LLC API and other programming to make it possible for you to use the Service. It is your responsibility to get your consumers' consent to be billed on a recurring basis in compliance with applicable legal requirements.
Permission to Handle Funds
When you accept this Agreement, you give us permission to hold, receive, and disburse funds on your behalf when these funds from your transactions settle from our processing partners. You also give us permission to instruct our bank on how your Settlements should be disbursed to you (such as by ACH credit transaction, SWIFT, or SEPA transfer) as well as when such disbursements should be made. Settlements funds will be held in a deposit account at our bank before the funds are disbursed to you according to the terms and conditions of this Agreement. You agree that you are not entitled to any interest or other compensation associated with the Settlements funds held by our bank pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account at our bank. This Settlements information is not meant in any way to be considered a deposit or other obligation of ours or our bank to you. It is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in Settlements funds, until such funds are credited to your designated bank settlement account. Your permissions will remain in full force and effect until your Payment Facilitators LLC Account is closed or terminated.
Processing
All transactions are processed in the currency of the payment method however, where appropriate, following the transaction we may convert the transaction currency into USD, EUR or CAD (collectively the "Processing Currencies"). You recognize and agree that we won't be liable for any fluctuations in exchange rates or conversion errors by Third Party Providers (as defined below).
We will make changes in the Reference Exchange Rate as appropriate; and you will find information about these changes in your settlement report unless we have agreed on some other arrangement.
If any of our payment processing partners (the "Third Party Providers") we use to provide the Service under this Agreement withholds part or all of your payment, any payment obligations we owe you for transactions will only be limited to the amounts received by us from Third Party Providers in connection with such transactions. We will not be liable to you for amounts that exceed the transaction amounts received by us from Third Party Providers. Any amounts that are due to you in excess of payments made to us by any Third Party Provider shall remain the liability of the Third Party Provider and your only recourse is to seek payment for that shortage from the Third Party Provider.
Confidentiality
From time to time, Payment Facilitators LLC or you may find it necessary to provide to the other party certain confidential information that the disclosing party considers, and the receiving party should consider, confidential or proprietary (“Confidential Information”). The parties agree that information relating to the Third Party Providers will be considered Confidential Information. Each party, as a receiving party, agrees to keep confidential all Confidential Information disclosed to it by the other party, as a disclosing party, in accordance herewith and to protect and maintain the confidentiality thereof in strict confidence while in possession of such Confidential Information, provided that information will not be deemed Confidential Information hereunder if the receiving party can clearly show that the information: (i) is now or becomes part of the public domain through no fault of the receiving party, (ii) was already known by the receiving party at the time of disclosure and was not obtained pursuant to an obligation to maintain such information as confidential, (iii) is independently developed by the receiving party by persons having no access to the other party’s Confidential Information, or (iv) is lawfully obtained from a third party not under an obligation to keep such information confidential.
If the receiving party is ordered by any competent court or governmental agency to disclose Confidential Information of the other party, it will, to the extent permitted by law, provide prompt written notice to the other party prior to disclosure to allow such party to seek a protective order or confidential treatment of such information. The receiving party may disclose Confidential Information to the extent it is legally compelled to do so, but will promptly notify the other party as soon as reasonably practicable. Each party will take reasonable measures to inform those of its employees, agents, or contractors that have access to Confidential Information of its confidential and proprietary nature and the confidentiality terms of this Agreement and will at all times remain liable to the disclosing party for all acts and omissions of such employees, agents, or contractors.
Support
As a courtesy, we will provide you with support to resolve any issues related to your Payment Facilitators LLC Account, your payment processing, the use of our Service, and the payment of Settlements funds to your designated bank settlement account. Be that as it may, you, and only you, are responsible for giving support of your consumers for all issues related to your products and services.
You cannot compel us to handle what we would determine to be an unacceptable frequency of complaints, inquiries, chargebacks, refunds, or penalties from your consumers regarding your services or products. Any of those are solely your responsibility. Regardless, you agree that we may contact and specifically speak with any consumer concerning any sale or transaction submitted to, or through Payment Facilitators LLC
You agree to give us, when requested, any information, proof, assignments or other help we may need to resolve any consumer billing dispute with respect to the nature, quality, or performance of the products or services, as well as any returns of such products and services. You authorize us to forward to your consumer all documentation and information regarding you and your business if it is necessary for your consumer to resolve any dispute arising out of your and your consumer relationship.
Taxes
It is your obligation to know what taxes, if any, apply to the sale of your products and services and/or the payments you get through your use of the Service ("Taxes"). It is also your obligation to assess, collect, report or pay the right amount to the proper tax authority. We do not determine, calculate, collect or pay your taxes on your behalf. As may be required by law, you acknowledge that we may report to the relevant tax authority the total amount of the payments you receive each calendar year.
Security and Preventing Fraud
We are responsible for ensuring the security of data in our possession and will take all commercially reasonable procedures to protect all your personal information as well as those of your consumers that is Processed from unauthorized use or access and accidental loss or modification.
It is your responsibility to verify the identity of your consumers and to determine their eligibility to purchase your products and services. We do not guarantee or assume any liability for transactions authorized and completed which may later be reversed or become a charged back. All reversed or charged back transactions are your responsibility, no matter the reason for the reversal or chargeback, or when it happened. We reserve the right to add or remove one or more payment methods at any time. If we do so we will use reasonable efforts to give you prior written notice of the removal or change.
Payment Facilitators LLC may give or recommend fraud prevention security techniques and controls ("Security Controls"). These Security Controls may incorporate procedures or applications that are created by Payment Facilitators LLC or by third parties. It is your responsibility to review all Security Controls and choose those that are suitable for your business or use other Security Controls not provided by us. If you disable or neglect to properly use Security Controls, you could be exposed to unauthorized transactions. Remember that you are responsible for the use of lost or stolen information that is being used to buy products or services from your business, unless and to the extent the information is lost or stolen as a result of our gross negligence, willful misconduct or material breach of this Agreement.
Privacy Issues
Each party will at all times be in compliance with all applicable Data Protection Legislation. You also assure us that you have all the necessary legal rights and permissions to disclose to us – or allow us to collect, use, keep, and disclose – any data that you provide to us or permit us to collect, including information that we may collect directly from your consumers via cookies or other means, in each case solely for your benefit to allow us to provide the Services to you.
Limited Use
You have to obey all rules and regulations that apply to the use of the Service. You also agree that you will not, or allow any third party to: (i) access or attempt to access Payment Facilitators LLC' systems, programs, or data that are not publicly available; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute material from Payment Facilitators LLC; (iii) use and benefit from the Service via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any rights given to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service - or decompile, disassemble, or in some way reverse engineer the Service - except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the normal operation of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
Unauthorized or Illegal Use
We can refuse to authorize or settle any transaction you submit which we believe violates this Agreement, or exposes you, other Payment Facilitators LLC users, our processing partners or Payment Facilitators LLC to harm, including but not limited to fraud and other criminal acts. By signing this Agreement, you give us permission to share information with law enforcement about you, your transactions, or your Payment Facilitators LLC Account if we reasonably suspect that your use of Payment Facilitators LLC has been for an unauthorized, illegal, or criminal purpose.
Disclosures and Notices
We may post disclosures and notices regarding the Service to you on your Merchant Portal, or send them to the email address listed in your Payment Facilitators LLC Account. You agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. We will consider those disclosures and notices as received by you within 24 hours of the time it is posted to our Merchant Portal or emailed to you.
Our relationship
For as long as you process payments with Payment Facilitators LLC until you terminate your Account with us, we may identify you as a Merchant of Payment Facilitators LLC. Neither party will imply any sponsorship, endorsement or affiliation between you and Payment Facilitators LLC since none exists.
Section B: Registration
SignupYou will first have to signup to use the Service. We will collect basic information including your name, company name, personal identity code, date of birth, location, email address, tax identification number, phone number, and a current government-issued form of identification, as applicable in your region. If you have not already done so, you will also need to provide an email address and password for your Payment Facilitators LLC Account. Depending on your geographical location, additional verification may be requested, such as passport copy, business registration documents, shareholder listing, proof of address or other verification items.
We can only offer our Service to persons or legal entities that operate a business selling products or services, or accepting donations for a bona fide charitable organization. The Payment Facilitators LLC Service is not available for money transfers or payments for personal, family, or household purposes.
If you sign up as a business organization, you must provide information about the owner of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. You will also be asked to provide information about your business and agree to this Agreement on behalf of the business. In this Agreement, the term "you" will mean you, the natural person, as well as the business organization that you represent.
We will ask you to provide information such as your business EIN or Tax ID, social security number, date of birth, personal code, depending on your geographical location, this will allow us to verify your identity and assess your business risk. We may also ask for a business license, other business documentation or, financial statements, connections with politicians, a driver's license or other government-issued identification or other information needed by the law.
If you do not provide the information requested within fourteen (14) days we may have to terminate your Payment Facilitators LLC Account.
By accepting the terms of this Agreement, you give us permission to retrieve information about you by using any third party official information center, including credit bureaus and other providers to verify information about you. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. Payment Facilitators LLC may periodically update this information to determine whether you continue to meet our eligibility requirements.
Prohibited Businesses
There are certain categories of businesses and business practices that we cannot accept for the Service ("Prohibited Businesses"). Payment Facilitators LLC' Service cannot be provided to illegal business, prohibited by law.
By registering for Payment Facilitators LLC, you confirm that you will not use the Service to accept payments in connection with any of the Prohibited Businesses. If you are not sure whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.
Section C: Transactions and Settlements
Terminology
In this document, "Reversals" means any chargebacks, credits, deductions, penalties, refunds, cancellations, allowances, returns or similar event that would cause a reversal of payment (collectively, the "Reversals").
"Chargeback" means that our payment processing partner invalidated a processed transaction and reversed the funds.
"Refund" means a processed transaction with the status funded has reached us for a refund request by the consumer or Merchant. A refund is generated and issued.
"Returned" means the transaction was processed as approved and/or funded, however our payment processing partner a bank or financial institution reversed the funds due to either a chargeback, insufficient funds, or the transaction was simply determined to be invalid.
Settlements
All funds due to you from payments processed reduced for the invoiced amounts you owe us based on the Settlement Schedule we will transfer to your designated bank settlement account you provided when you signed up for your Payment Facilitators LLC Account. Our invoice fees can be paid either via a deduction from your Settlements, or with one of the available accepted payment methods.
You are responsible for the accuracy and correctness of information regarding your designated bank settlement account. Funds for any given transaction will not be transferred to your designated bank settlement account until we have received such funds from the payment networks and when we or our processing partners have accepted such funds. The actual timing of the funds transfers to your designated bank settlement account will be subject to the Settlement Schedule (as defined below).
We will update information in your Payment Facilitators LLC Account after each Settlement of funds to your designated bank settlement account, to reflect the settlement. All processed transactions that are settled with the Service ("Transaction History") will be available to you when you login to your Payment Facilitators LLC Account. Except as required by law, it is your responsibility to compile and retain permanent records of all transactions and other data associated with your Payment Facilitators LLC Account, your transaction history and your use of the Service. Payment Facilitators LLC is not responsible for maintaining transaction history or other records to fulfill your record retention obligations.
To reach our accounting department you can email: support@paymentfacilitators.net .
Multi-Currency Processing and Settlement
We may offer you the option to have funds settled to your designated bank settlement account in a currency different than the one in which the payment from a consumer ("Multi-Currency Processing") was processed. To use this service, you must provide us with a valid bank account for each currency for which you request settlement, based on our list of available Settlement Currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time our System generates the amount of Settlements funds owed to you and payable within next Settlement period the conversion rate that will apply. You agree that we will not be liable for any currency fluctuations or conversion errors by Third Party Providers. If you refund a transaction, the conversion rate that will apply will be the rate in effect at the time of the refund.
In the list of our available Payment Options (please see Schedule) you will find which Payment Options are allowed for Refund and which are not. If there is a Refund requested and the Payment Option does not allow for Refund, it is solely your responsibility as a Merchant to handle that Refund request. Payment Facilitators LLC has no payment processing means to handle such Refund on your behalf.
By submitting a transaction for refund processing, within Refund allowed Payment Options only, you will be deemed to have accepted the rate.
You may also change the designated bank settlement account information or other settings associated with your use of Multi-Currency Processing, however any such changes will only affect subsequent charges.
Any designated bank settlement account information changes have to be communicated to us and are subject to our prior verification in order to become effective. Such verification procedure will take reasonable time to be performed.
Schedule
The period designated for us to effect a transfer of Settlements funds to your designated bank settlement account is called the "Settlement Schedule". Once your designated bank settlement account information has been reviewed and verified, Payment Facilitators LLC will transfer the Settlements funds (less fees, chargebacks, and any other funds owed to us for any reason) according to the terms of the Settlement Schedule in your Payment Facilitators LLC Merchant Portal. We are not responsible for any action taken by the institution holding your Settlements that may result in some or all of the funds to not being credited to your designated bank settlement account or not being made available to you. Depending on your settlement country or method, you may be able to change the timing of your Settlement Schedule in your Merchant Portal.
We reserve the right to change the Settlement Schedule or suspend Settlements to your designated bank settlement account if we find it necessary to do so because of pending disputes, excessive or anticipated excessive chargebacks, consumer complaints, refunds, any other suspicious activity associated with the use of our Service, or if required by law or court order.
Reconciling Accounts and Handling Errors
You will find your transaction history when you login to the Payment Facilitators LLC Merchant Portal. Except as required by law, it is your responsibility to reconcile your transaction history with your actual transactions. You agree to notify us if you find any discrepancies from your reconciliation and verification within ninety (90) days after the date the relevant item is posted to the portal. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. If we find that we owe you money as a result of the discrepancy, we will transfer the funds to your designated bank settlement account in the next scheduled settlement.
If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your designated settlement bank account as appropriate. If you do not notify us of a processing error within ninety (90) days after the date the relevant item is posted to the portal, we will take it to mean you have waived any right to amounts owed to you. In the event you discover a processing error after such ninety (90) day period, we will use commercially reasonable efforts at your expense to assist you in rectifying the errors if the existence or nature of the error would not reasonably have been apparent based on a reasonable review of the transaction history and other information then known to you.
Shipping, Refunds and Returns
We expect that whatever products or services described that you offer or grant access to for sale by you must actually be delivered, performed immediately, or be performed in a fully disclosed time frame.
You agree to make digital purchases available, or ship physical goods to the consumer immediately after the transaction - (not after the funds have been settled to your designated bank settlement account), unless other delivery arrangements have been made or the transaction was declined. You undertake the responsibility to inform your consumer of exact time of his/her goods shipment. Tracking of the goods shipment should be enabled by you via email confirmation to your consumer. Merchandise shipment dates must happen within three (3) days of the transactions "funded" status. If there will be additional delays after the order has been taken, (e.g. out of stock), you must notify the consumer at the time of purchase. You agree to submit any and all refunds and adjustments for returns of your products and services made through the Service to the consumer in accordance with the terms of this Agreement. Further, your website must contain all of the following information:
a. complete description of the goods or services offered,
b. merchandise return and refund policy,
c. customer service contact, including electronic mail address and/or telephone number,
d. transaction currency (such as Euro, US Dollar, Canadian Dollar etc.),
e. export or legal restrictions, if known, and
f. delivery policy.
Refunds must be for the exact amount of the original transaction including tax and handling charges, if applicable. For processed refunds, Payment Facilitators LLC will deduct the refund amount (including any applicable fees) from (i) the settlement funds owed to you from processing of other transactions, or (ii) funds in any Reserve account. If these funds are not sufficient, you authorize Payment Facilitators LLC to debit your bank settlement account in the amount necessary to complete the refund transaction to the consumer's bank account. If we cannot access your bank settlement account by debit, you agree to pay all funds owed to Payment Facilitators LLC upon demand. It is your responsibility to accept and process returns of your products and services; we have no responsibility or obligation to process such returns.
Chargebacks
A chargeback is typically caused when a consumer disputes a charge that appears on their bank statement. A chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed chargebacks for: (i) consumer disputes, or (ii) unauthorized or improperly authorized transactions, or (iii) transactions that do not comply with the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason permitted under payment network rules or applicable law by our processor or acquiring bank, or the consumer's bank.
You agree that we will not be liable for any disputes or similar matters related to chargebacks brought against you by any Third Party Provider we contract with in order to fulfill our obligations under this Agreement, and that you alone are liable for any amounts due to these Third Party Providers.
When a chargeback is issued, you are immediately liable to Payment Facilitators LLC for the full amount of payment of the chargeback plus any associated fees, fines, expenses or penalties. You agree that Payment Facilitators LLC may recover these amounts by debiting your designated bank settlement account associated with your Payment Facilitators LLC Account, or by debiting your Reserve account, for the amounts owed by you to us. If for any reason it is impossible for us to collect our funds from your designated bank settlement account, or your Reserve account or we can not collect the full amount of funds due to us you take the obligation to transfer the funds to us upon our demand.
You agree to pay all costs and expenses, including without limitation of attorney fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid chargebacks unpaid by you.
Further, if we believe that a chargeback is likely with any transaction, we may withhold the amount of the potential chargeback from settlement otherwise due to you under this Agreement until such time that: (a) a chargeback is actually assessed, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the consumer may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur.
We will use reasonable efforts to dispute or otherwise obtain recovery of all chargebacks where permitted by and in accordance with applicable payment network rules, and at our discretion where we think such efforts to be justified and to have a possibility of success, in our reasonable judgment, or, in any event, upon your request. Once we recover a chargeback for you, it will be credited to your account, less our recovery fees. You may choose to opt out of this service in your Merchant Portal if you prefer.
It may arise that Payment Facilitators LLC, or our payment processing partner may determine that you are incurring excessive chargebacks. Excessive chargebacks may result in additional fees, penalties, or fines. Excessive chargebacks may also result in (a) additional controls and restrictions to your use of the Payment Facilitators LLC Service, including without limitation, (i) changes to the terms of your Reserve account, (ii) increases to your applicable fees, (iii) delays in your Settlement Schedule, or (iv) modification of your allowed product offerings or (b) possible suspension or termination of your Payment Facilitators LLC Account and access to the Service.
Reserves
We retain the right to withhold a percentage of the Gross Transaction Amount ("Reserves") on all Services rendered for security against future returns, as stated in the Fee Schedule.
The Reserve will be held according to the schedule stated in the Fee Schedule, on rolling basis. You acknowledge and give us permission to deduct the amount of any type of return from the Reserves held under this Agreement.
We retain the right, to hold the entire current Reserve, for up to 180 days, or until (i) all returns have cleared the system or, (ii) the allotted time has expired for chargebacks or other returns, or, (iii) we have completed all necessary refunds, chargebacks, deductions or other returns and/or (iv) we have received the applicable fee for the Gross Transaction Amount as described in the Fee Schedule.
Subject to your written consent (not to be unreasonably withheld, delayed or conditioned), we also retain the right to increase the Reserve withholding percentage upon prior written notice to you in order to cover potential returns, including chargebacks and penalties. You give us permission to authorize refunds or credits to consumers. Notwithstanding the establishment of the Reserves, you remain responsible for payment of any refunds, credits, chargebacks, fees, fines, penalties or other returns that exceed the amounts held in Reserve.
Subject to your written consent (not to be unreasonably withheld, delayed or conditioned): (i) you agree and give Payment Facilitators LLC permission to debit your designated settlement bank account to increase the Reserve in the event that your calculated Reserves are insufficient to secure payment of any returns and to secure payment of any and all amounts due to Payment Facilitators LLC at any and all times, before, during and/or after the termination of this Agreement; (ii) you authorize us to increase the Reserve upon, when reasonably practicable, prior written notice to you by holding a portion of the Settlements amount.
You will not pledge, assign, use as collateral or otherwise encumber the Reserves or any sums withheld by us in compliance with this Agreement.
You grant us a lien and security interest in the Reserve account and on all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
Our Fees
For providing the payment services described in this Agreement you agree to pay the fees ("Fees") we assess you. These fees will be calculated according to the Fee Schedule and incorporated into this Agreement by reference. We reserve the right to revise our fees at any time, with a thirty (30) days prior written notice period to you.
You are deemed to have received prior written notice of our Fees changes on the date such notification is made visible to you on your Merchant Portal. By continuing to use the Service you agree to reasonable Fees changes. You acknowledge that you are also responsible for any penalties or fines imposed on Payment Facilitators LLC or directly to you by any financial institution as a result of your activities (except to the extent directly attributable to our gross negligence, willful misconduct or material breach of this Agreement).
Your Liabilities
All returns, chargebacks, refunds, fines, fees, penalties and other liabilities relating to your use of the Service (except to the extent directly or indirectly attributable to our gross negligence, willful misconduct or breach of this Agreement) and your breach of this Agreement are your responsibility. You are also responsible for any illegal or fraudulent transactions related to your business, and for selecting and implementing Security Controls that are appropriate for your business. You agree to reimburse your consumers, Payment Facilitators LLC, and our payment processing partners, and any related third party for any such liabilities.
You understand that we do not establish or control the amounts charged for any returns passed on by Third Party Providers, and that the amount of any return is subject to the final outcome as determined by Third Party Providers.
Refunds
When it comes to refunds, we have the final decision-making authority, including refunds for purchased items that are filed with Payment Facilitators LLC by you or your consumers. You will be responsible for reimbursing Payment Facilitators LLC for your liability. Your liability will include the full purchase price of the item plus any additional fees (in some cases you may not receive the merchandise back). Fees paid to Payment Facilitators LLC are nonrefundable.
That notwithstanding, you agree to defend, indemnify, and hold us harmless, as well as payment processing partners and their respective employees and agents from any claim, suit, demand, loss, liability, damage, action, or proceeding to the extent resulting from or relating to (i) your breach of any provision of this Agreement; (ii) your use of the Service, including any returns, chargebacks, refunds, fines, fees, penalties and attorneys' fees; (iii) negligence or willful misconduct of your employees, contractors, or agents; and (iv) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions; except in each case to the extent attributable to our gross negligence, willful misconduct or breach of this Agreement.
If you are liable for any undisputed amounts owed to Payment Facilitators LLC, we may immediately remove such amounts from your reserve or settlement account and deduct the amounts you owe us from such funds. If you do not do so, we may have to start collections efforts to recover such amounts from you at your cost and expense.
Our Collection Rights
We may collect any obligations you owe us under this Agreement to the extent permitted by law by subtracting the amount you owe us from your Reserve or from Settlements. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the Settlements amounts or Reserve are not sufficient to meet your obligations to us, we may charge or debit the designated bank settlement account or charge via a different form of payment registered in your Payment Facilitators LLC Account on demand the amounts that you owe us. If we cannot recover our fees from you, we will engage a debt collection agency to collect this on our behalf. The agency will charge you its fee for doing this. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorney fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
We may also require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
Section D: License, Termination, and Other General Legal Terms
Licensing
Payment Facilitators LLC grants you a license to electronically access and use the Service only for accepting and receiving payments and to manage the funds you receive in compliance with this Agreement and the documentation provided to you. It is limited, non-exclusive, revocable, nontransferable, without the right to sublicense. The Service is licensed and not sold. We reserve all rights not specifically granted to you in this Agreement. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, images, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by Payment Facilitators LLC. These are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Service and all copies of the Service. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when we make these updates available. We may terminate this license at any time if you use the Service in a manner inconsistent with this license.
Intellectual Property
For the purposes of this Agreement, "IP Rights" means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or later come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
Term
The term of this Agreement is for a period of one (1) year (the "Primary Term") from the effective date. After the Primary Term, this Agreement will be extended automatically for twelve (12) month periods (the "Renewed Term") until either party gives the other written notice of termination at least thirty (30) days in advance of the effective date of the renewal, or until the Agreement is otherwise terminated by either party in accordance with the Termination provisions below.
Termination
You may terminate this Agreement by closing your Payment Facilitators LLC Account at any time by following the instructions on our website in your Payment Facilitators LLC Merchant Portal.
Payment Facilitators LLC may terminate the Agreement giving at least thirty (30) days notice before the termination of the Primary Term and Renewed Term.
Payment Facilitators LLC may terminate certain payment options upon written notice to you to the extent we are no longer authorized to provide such options to you, and in such circumstances you may terminate this Agreement immediately.
We reserve the right in certain situations, to immediately terminate the Agreement. These situations may be if:
i. you fail to pay any fees when due;
ii. you significantly change the scope or focus of your program offering and/or application without our prior written consent;
iii. you materially breach any part of this Agreement and you have not made meaningful progress to materially curing and mitigating the breach and any damages therefrom within ten (10) business days after your receipt of a written notice of the breach, or have not continued to cure and mitigate until such breach is fully cured and mitigated;
iv. you become insolvent, file for bankruptcy, go into receivership, or file for a dissolution;
v. you assign or attempt to assign this Agreement or any of your rights or duties under this Agreement to an unrelated party without our prior written consent;
vi. you are making gross misrepresentations to current or prospective consumers that have not been remedied, whether legally or equitably, within thirty (30) days;
vii. you die or become incapacitated if you are a natural person;
viii. you are, were, or will be using our Service for questionable or illegal activities;
ix. you incur excessive chargebacks, consumer complaints, returns or experience excessive fraudulent activities;
x. at the time of concluding the Agreement or when performing under it, you provide us with incorrect and / or incomplete information or totally refuse to provide us with the required information, if such information is of material importance to us;
xi. you do not provide us with information on changes in the information contained in the Agreements and/or on any other documents provided to us, if such information is of material importance to us;
xii. you fail to provide data regarding your financial standing at our request, if such data is necessary for us for making a decision on providing you any services;
xiii. you fail to notify us about circumstances that have occurred which may have an adverse effect on due fulfillment of your obligations against us;
xiv. we have reasonable suspicion that you are connected to money laundering or any other criminal activities;
xv. we have substantiated knowledge that you are not trustworthy;
xvi. you avoid or refuse to provide, at our request and within the indicated period of time, information on the origin of financial resources or property, or any other additional information.
To satisfy any consumer returns, such as refunds, chargebacks, fees, fines or penalties levied by Third Party Providers or any regulatory agency, we may withhold any or all of the proceeds for a period of six (6) months from the date of termination, as part of the Reserves as well as extend the time frame to return the Reserve to the extent we reasonably determine there are potential disputes, returns, refunds, investigations or proceedings that may require the Reserve; provided that we return the portions that we do not reasonably determine are necessary for such purposes.
Upon termination, it is your responsibility to: (A) provide us with all pending consumer communications related to requests for returns, including but not limited to cancellations, and refunds; (B) immediately discontinue using our scripts and proprietary software; and (C) remove cancelled logins from your password files to prevent access by cancelled members.
Termination Obligations
When this Agreement is terminated, we will immediately discontinue your access to the Service. That notwithstanding, you agree to complete all pending transactions and stop accepting new transactions through the Service. We will not refund to you the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended due to any of the items listed in (i)-(xvi), above. Any funds in our custody will be transferred to you subject to the terms of your Settlement Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and we may choose to continue to hold any funds we reasonably consider necessary, provided that: (i) we consult with you prior to holding any such funds; and (ii) any funds that we do hold in accordance with this paragraph are held solely for the purposes of resolving any open and pending other obligations defined in this Agreement, including but not limited to chargebacks, fees, refunds, or other investigations or proceedings. In any event, we may not hold funds for longer than 13 months unless there is an open and ongoing dispute.
Upon termination you agree to (i) immediately stop using the Service, (ii) and immediately remove any Payment Facilitators LLC references and logos from your site. You also understand and agree that (iii) the license granted under this Agreement will consequently end, (iv) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service after termination, and (vi) you are still liable to us for any chargebacks, fees, refunds, or other amounts incurred by you or through your use of the Service prior to termination.
Representation and Warranties
You represent, warrant and covenant to us that:
a. if you are a natural person, you are at least eighteen (18) years of age
b. you are qualified to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement;
c. the name you registered with is your legal name or business name under which you sell products and services;
d. any transaction submitted by you will represent a bona fide transaction for permitted products or services;
e. any transactions you submit will accurately describe the products or services sold and delivered to a buyer;
f. you will fulfill all of your obligations to each consumer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the buyer;
g. you and all transactions you initiate will comply with all applicable laws, rules, and regulations, including any applicable tax laws and regulations;
h. except in the ordinary course of business, you will not submit transactions through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
i. you will not modify, adapt, translate, reverse engineer, decompile, disassemble, derive source code, create derivative work based on, or copy any aspect of the Service;
j. rent, sublicense, loan, transfer, provide, display, distribute or grant any rights in the Service in any form;
k. use the Service in any manner to assist or take part in the development, marketing, or sale of a product directly competitive with the Service; and
l. you will not use the Service, directly or indirectly, for any fraudulent or illegal activity, or in any manner that might interfere with the normal operation of the Service.
You also assure us that you have the legal right, via license, ownership or otherwise, to use and to publish any and all information, graphics, text, data video and audio integrated within your website(s).
No Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) Payment Facilitators LLC OR OUR BANK; (II) THE PROCESSORS, ACQUIRER OR LICENSORS OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE "DISCLAIMING ENTITIES" AND INDIVIDUALLY A "DISCLAIMING ENTITY") WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER Payment Facilitators LLC NOR OUR BANK HAVE ANY CONTROL OVER YOUR PRODUCTS OR SERVICES THAT YOUR CONSUMERS PAY FOR USING OUR SERVICE, AND NEITHER Payment Facilitators LLC NOR OUR BANK CAN ENSURE THAT YOUR CONSUMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE INFORMATION WE PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK - YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER Payment Facilitators LLC NOR OUR BANK WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability and Damages
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR Payment Facilitators LLC MERCHANT PORTAL OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (C) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION SUBMITTED BY YOU, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (D) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, THE DISCLAIMING ENTITIES' CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FIFTY PERCENT (50%) OF THE FEES PAID OR PAYABLE BY YOU TO Payment Facilitators LLC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. NOTWITHSTANDING THE FOREGOING, THE DISCLAIMING ENTITIES' CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES (INCLUDING ACTUAL ATTORNEY’S FEES) RELATED TO CLAIMS BASED ON THE DISCLAIMING ENTITIES' BREACH OF THE AGREEMENT ON PERSONAL DATA PROCESSING SHALL NOT EXCEED IN THE AGGREGATE THREE TIMES (3X) THE AMOUNT OF THE FEES PAID OR PAYABLE BY YOU TO Payment Facilitators LLC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF Payment Facilitators LLC OR OUR BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Service Availability
We make no representations that the Service is appropriate or available for use in all locations. Those who access or use the Service from other jurisdictions do so at their own responsibility and are entirely responsible for being compliant with all applicable laws and regulations, including but not limited to export and import regulations. You may not use the Service from a country embargoed by the United States of America, or if you are a person or entity blocked or denied by either government or denied by the United Nations Organization and or European Union.
Age Verification
You acknowledge that none of the services we provide are considered legal proof of age of majority, and that the age verification features we offer as part of the services are based on legal statutes governing third party products and services, we do not warrant or make representations as to the accuracy of such third party products and services used for age verification methods.
Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this section.
If the parties to this Agreement have any dispute arising from an alleged breach of Agreement or arising from the Agreement itself, that dispute shall be submitted to binding arbitration in accordance with the rules (in effect at the time of the dispute) of the American Arbitration Association ("AAA"). No party to this Agreement may institute a suit in law or in equity regarding any dispute under this Agreement. Any action or dispute brought by Payment Facilitators LLC against you or by you against Payment Facilitators LLC with respect to this Agreement must commence within six (6) months after the claim or cause of action arose or such cause of action shall be barred. Any matter where the amount in dispute is less than U.S. $1,000,000 shall be determined by a single arbitrator mutually agreeable to both parties, or lacking such an agreement, as may be selected by AAA procedures. Any matter where the amount in dispute is greater than U.S. $1,000,000 shall be determined by three (3) arbitrators with each party selecting one (1) arbitrator and the two (2) arbitrators so selecting the third arbitrator. Each arbitrator shall have no less than five (5) years experience in the selected eCommerce industry. This Agreement shall be construed in accordance with the laws of the State of Texas, USA and the venue of any arbitration commenced under this section shall be in Plano, Texas, USA.
Right to Amend
We may change or add to the terms of this Agreement at any time with sixty (60) days notice to you, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software. We will notify you of any material change to or discontinuation of the Service offerings. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
We may change, discontinue or deprecate any API's for the Service from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
Assignment
This Agreement, and any rights and licenses it grants, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
Parties
This Agreement binds you and your representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
Change of Business
You agree to give us at least thirty (30) days prior written notification of your intent to change your current product or service types, your trade name, or the manner or types of payments you accept. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any negative change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than three (3) days after you have knowledge of it.
Links to Other Web Sites and Services
We may offer you services, products, and promotions through links to websites operated by Third Parties ("Third-Party Services") that utilize, integrate, or provide services related to the Service. If you decide to use these Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these Third Party Services. You agree that we are not responsible for the performance of Third Party Services. Additionally, our website may contain links to Third Party Services as a convenience to you. The inclusion of any links to Third Party Services does not imply an approval, endorsement, or recommendation by us. Access and use of any Third Party Service is done at your own risk. You understand that the Third Party Service is not governed by the terms and conditions contained in this Agreement. We expressly disclaim all responsibility and liability for Third Party Services. Please remember that when you use a link to go from our website to a Third Party Service, our Privacy Policy is no longer in effect. Your browsing and interaction with a Third Party Service, including those that have a link on our website, is subject to that Third Party Service's own terms and policies.
Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liability for Returns, Chargebacks and Refunds to the extent required under applicable Payment Network rules or applicable law or any other liabilities you may have to a third party.
Non-Exclusive
The parties agree that their relationship is non-exclusive. Absent specific breaches of confidentiality, nothing in this Agreement shall be construed to prevent, limit or in any way impair your right to contract with third parties to provide payment processing services, whether substantially similar to or different from the Service.
Responding to Legal Process
Payment Facilitators LLC may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid, in all cases subject to the requirements of applicable law, in particular applicable Data Protection Legislation. We may deliver or hold any funds or any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will provide you prompt written notice of such Legal Process by sending a copy to the email address we have on file for you. Payment Facilitators LLC is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process in accordance with this paragraph.
Entire Agreement
This Agreement and all policies and procedures that are incorporated herein by reference constitute the entire Agreement between you and Payment Facilitators LLC, with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Payment Facilitators LLC agreement or policy relating to the subject matter herein, this Agreement shall prevail. Except as specifically mentioned here, these terms and conditions describe the entire liability of Payment Facilitators LLC, and its payment processing partners, establish remedies with respect to the Service, and define your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event of any conflict or inconsistency between this Agreement and the agreement on personal data processing, the agreement on personal data processing shall supersede and apply to the exclusion of any conflicting or inconsistent terms of this Agreement.
E - signing
The parties agree that this Agreement may be electronically signed. The parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purpose of validity, enforceability and admissibility.