Terms & ConditionsUpdated 2 years ago

Paymonix Service Terms

These Paymonix Service Terms (the “Service Terms”) are between Paymonix LLC, a Florida

corporation (“Paymonix”) and the Customer specifiedbin the Order Form (“you”).

Capitalized words used in these Service Terms have special meanings defined in Section 10(Defined Terms)or in the sections in which they appear. Capitalized words used herein but not otherwise defined have the meanings set forth in the Order Form. 

Paymonix may modify these Services Terms at any time, but modifications are not effective for Orders that are in place prior to the modification until the Order renews, as set forth in

Section 9.21(Changes to Service Terms).

1. SERVICES

1.1 Services. Paymonix agrees to provide the Services for the Term on the terms and conditions stated in the Order Form and these Service Terms. Paymonix makes the following commitments:

1.1.1 The Services will include those features listed in your Order Form. The Services include updates that Paymonix makes generally available to its other subscribers for the same Services, subject to any fees and terms that may apply to new features.

1.1.2 Paymonix will use commercially reasonable efforts to make the Services available to you 24 hours per day, 7 days per week, year-round, excluding reasonable maintenance.

1.2 Fraud Check. Paymonix may refuse to provide Services if you fail its fraud check. If you fail the fraud check after your account has been provisioned, Paymonix will close your account, and refund any pre-paid fees for unused services.

1.3 Internal Use Only, No Resale of Services. You may use the Services only in connection with your own services. If you wish to use the Services to provide billing or account services for others you must contact Paymonix and make other arrangements.

1.4 Beta Services. From time to time, Paymonix may invite you to try “Beta Services” at no charge. Beta Services will be designated as test, beta, pilot, limited release, developer preview, non-production, evaluation, early access or with a similar description. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Paymonix may discontinue Beta Services at any time in its sole discretion and may never make the Beta Services generally available. If a generally available version is released, there may not be an automatic update path from the Beta version to the generally available version. If not earlier terminated, any Beta Services use period will expire on the date that the Beta Services are

released on a generally available basis. Beta Services are provided AS IS, and Paymonix has no liability for any harm or damage arising out of or in connection with a Beta Service.

2. THIRD PARTY SERVICES

Third party services include any services that you purchase from third parties and elect to integrate with your Services, such as, accounting, customer relationship management, email platform, logistical related software, etc. Paymonix does not endorse or recommend any third-party service, and you are responsible for investigating the quality and suitability of your gateway and other third party services. For any third party service that you use or integrate with the Services, or that Paymonix integrates for you at your request, you represent and warrant to Paymonix that you have the necessary rights and licenses from the third party

service provider to use their services as integrated with the Paymonix Services. If Paymonix collects the third party’s fees from you, it will pass through the fees to the third party, but you acknowledge that Paymonix is only a payment conduit and has no responsibility

for the third party’s services. Paymonix makes no representation or warranty whatsoever regarding the third-party service and, as between you and Paymonix, the third-party service is provided AS IS. Your use of the third-party service is subject to the legal agreement between you and the third party. You should review the third party’s legal terms and privacy policies before using their services. Specifically, but without limitation, Paymonix is not a payment processor, and is not responsible for any monies due to you for your transactions managed by means of the Services. 

3. INTEGRATION FEATURES

Paymonix provides integration features for third-party services as part of the Paymonix Service. You acknowledge that Paymonix’s integration features may be unavailable or may not work properly if the service provider’s API is unavailable or if the service provider modifies its API or services in a way that impacts the Paymonix integration feature. Paymonix will use commercially reasonable efforts to modify its integration features to maintain compatibility with

service provider’s APIs and services, but may discontinue an integration feature without liability

to you if there is a change in the service that creates an unreasonable cost or operational burden to Paymonix. Your obligations under the Agreement, for fees and otherwise, are not conditioned on the continued availability of any integration features.

4. YOUR DATA

The Personal Data, text, and graphic content that you or your users or customers transmit to the

Services, or create by means of the Services is “Your Data.” As between you and Paymonix, you own and retain ownership and all rights in Your Data and Paymonix may use Your Data only for the purpose of providing the Services and exercising its legal rights and remedies in connection with the Agreement. Your Data does not include system generated data about your use of the Services, such as user behavior or resource utilization, so long as the system generated data is not Personal Data. Paymonix may aggregate Your Data with similar data from public or private data sets, including aggregate data of Paymonix’s other customers, and use and commercialize the resulting data sets and insights derived from the analysis

Of the resulting data sets (“Aggregate Data”), provided that: (i) if the data used to create the Aggregate Data includes any Personal Data, Paymonix either excludes this data from the data set, or de-identifies the data in accordance with applicable regulatory standards,

and (ii) Paymonix removes from the data set any information that identifies Customer.

5. FEES AND PAYMENTS

5.1 Fees. The fees for the services are stated in the Order Form. Paymonix may not increase the fees during the Initial Subscription Term of the Order, but may increase its fees for any renewal term by giving you notice of the increase at least thirty (30) days prior to the first day of your next Billing Period. Any discounts described in the Order Form are for the Initial Subscription Term of the Order only unless otherwise stated in the Order Form. Fees are stated and must be paid in United States Dollars. You must pay the Platform Fee and any other base, minimum, or fixed fees associated with your Order even if you do not use the Services. Certain terms used in the Order Form and elsewhere in this Agreement have specific meanings as follows:

Billing Period means a period of time specified in the Order Form.

Platform Fee means a fixed amount owed each Billing Period.

Transaction means every instance in which you use the Services to collect an amount owed

from a customer in exchange for goods or services provided, or to be provided, to that

Customer.

Transaction Amount means the amount collected from a customer in a Transaction.

Transaction Fee means a variable fee equal to a fixed amount per Transaction plus a fixed

percent of the Transaction Amount, as specified in the Order Form.

5.2 Sales Tax. The stated fees do not include any sales, use, VAT or like taxes (“Sales Tax”). You must pay any applicable Sales Tax that Paymonix is required to collect from you under applicable law.

5.3 Billing Period. Fees are calculated and charged on a periodic basis per Billing Period. The first Billing Period begins on your Start Date and continues for one month. Each subsequent Billing Period begins on the expiration date of the prior Billing Period and continues for one additional month. If your Services activation date is the 29th, 30th or 31st day of a month, we will adjust new Billing Periods to end on the last day of subsequent months. For example, if your

service activation date is January 31st, your Billing Periods will end on February 28, March 31, April 30, etc.

5.4 Payments. Unless you have made other arrangements with Paymonix, you must authorize and maintain a current valid means for Paymonix to collect its fees for the Services via payment card, PayPal, or ACH at all times during the Term. Paymonix may charge the fees on or after the following times: (i) for Platform Fees, monthly minimums, base fees, and other fixed monthly recurring fees, the first day of each Billing Period, (ii) for Transaction Fees, and

other variable fees, the last day of each Billing Period, or at the time of the relevant Transaction, and (iii) for one-time fees (such as set up fees), the day you submit the Order Form that includes the fee. Paymonix may charge any applicable sales tax with the charge for the related Service, or separately. If Paymonix agrees to accept payments against invoices, Paymonix may invoice the fees at the times stated in this section, and invoiced fees are due 30 days from

invoice date unless otherwise agreed to by Paymonix in writing.

5.5 Late Payments. Paymonix may suspend or terminate your Services or the Agreement if your payment is overdue, including if Paymonix’s charge to your payment card or account is rejected. Paymonix may charge interest on overdue amounts at the lesser of 1.2% per month or the highest non-usurious amount permitted by applicable law. If Paymonix takes legal

action to collect an overdue amount, you must also pay Paymonix’s reasonable costs of collection, such as attorney fees and court costs. If Paymonix suspends your account for late payment, you must pay Paymonix’s reasonable reinstatement fee.

5.6 Currency. If you charge your customers in a currency other than United States Dollars, Paymonix will convert the currency to United States Dollars as necessary to calculate your % of Revenue or other revenue based fee using a rate published by a commercially reasonable exchange information service such as https://openexchangerates.org/. Paymonix will convert currency on the date it calculates your fee for the Billing Period, without regard to fluctuations in the currency during the Billing Period. For example, to calculate a % of Revenue based on billings in a non-U.S. currency, Paymonix will calculate the net revenue (billings less refunds/chargeback for the Billing Period) on the last day of the BillingPeriod, then will convert net revenue amount to U.S. Dollars, then will calculate its fee in Dollars as a percentage of this amount. Paymonix will use reasonable efforts to obtain an exchange rate published on

the day it calculates your fee, but may use a rate that is published up to five days prior to that day.

5.8 General. Fees are non-refundable. If Paymonix discounts your fees in exchange for your commitment to a Term length of longer than one month and the Order is terminated prior to the end of the committed term then, unless the termination was by Paymonix for convenience, or by you for Paymonix’s breach, you must pay an early termination fee equal to the difference between the undiscounted and discounted fees for the period prior to the effective date of termination.

6. YOUR OBLIGATIONS

6.1 Fees. You must pay your fees when due for the Term. You must not use or attempt to use the Services in a way that undermines Paymonix’s ability to correctly calculate its fees.

6.2 Your Security Obligations. You must use reasonable security precautions in connection with your use of the Services, such as requiring your users to establish reasonably secure passwords and using commercially reasonable efforts to protect your systems and data from malware. You may not interfere, or attempt to interfere, with the encryption features of the Services.

6.3 Authorized Users. You may not authorize anyone to use your Services or Services account other than your employees or other personnel, or the employees or personnel of your contractors who are subject to written restrictions that limit their use of the Services to supporting your internal business functions.

6.4 Acceptable Use. You may not use the Services in connection with any illegal or abusive activities, as determined by Paymonix in its reasonable discretion. 

6.5 Backups. You must create a backup of Your Data at reasonable intervals and retain that backup in a secure location.

6.6 Compliance with Law. You must use the Services in compliance with applicable law.

6.7 Representations and Warranties. You represent and warrant to Paymonix as of the effective date of each Order and on an ongoing basis that: (i) the information you submit about yourself and your activities to establish a Services account with Paymonix and execute an Order is true, correct, and complete, (ii) you have not been the target of any legal or regulatory investigations or proceedings in connection with your business activities, and (iii) Your Data was collected in accordance with applicable law, and that you have all necessary rights and authority to use and process Your Data as contemplated by the Agreement.

7. TERM, TERMINATION, SUSPENSION

7.1 Term. The Term of the Order begins on the Start Date specified in the Order Form and continues for the duration of the Initial Subscription Term stated in the Order Form. On expiration of the Initial Subscription Term of an Order, the Order automatically renews for consecutive periods of the same duration as the Initial Subscription Term unless you or Paymonix gives a notice of non-renewal at least thirty (30) days prior to expiration of the Initial

Subscription Term or then-current renewal term, as applicable. If you wish to terminate an annual or longer-term Order prior to expiration, Paymonix may permit you to do so but may charge you an early termination fee equal to your remaining monthly platform fee and any waived fees associated with services you were provided in exchange for entering the twelve month term. This subsection 7.1 may be varied by express language in an Order Form.

7.2 Termination. Either party may terminate an Order, or the Agreement, on written notice if the other party is in material violation of any term of an Order or these Service Terms, provided that if the violation is curable the terminating party must first give the other party a written notice describing the violation in reasonable detail and at least ten (10) days to cure the violation.

7.3 Suspension. Paymonix may suspend your access to the Services and Your Data during any period that you are in material breach of the Agreement or your access to the Services or Your Data creates a material security vulnerability. Paymonix will give you at least two (2) business days’ advance notice of the suspension, unless the suspension is made under

emergency circumstances. Paymonix will reinstate your access to the Services when the grounds for suspension are cured unless Paymonix has already terminated the Agreement as described in this section.

7.4 Surviving Provisions. The following sections survive expiration or termination of the Agreement: Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Suspension, Governing Law, Disputes, Notices, General, and any other terms that by their nature are intended to survive expiration or termination.

7.5 Return of Your Data. You are responsible for exporting Your Data from the Services prior to expiration of the Agreement. If Paymonix terminates your Services for breach, Paymonix will retain Your Data for at least 15 days from the effective date of termination. If you wish to export Your Data following a termination for breach, Paymonix will either, at its option, enable short term access to the Services at a scheduled time so that you may export Your Data, or export Your Data using its standard export tools. Paymonix has no obligation to retainYour Data after the 15-day period and may destroy Your Data. Paymonix has no obligation to assist you with the export of Your Data. Paymonix may be available to assist with data export on an hourly fee basis at a time scheduled by Paymonix.

8. REMEDIES, DISCLAIMERS, INDEMNIFICATION, LIMITATIONS

8.1 Warranty Remedy. If Paymonix makes a warranty regarding the Services and then materially fails to meet that warranty, Paymonix will attempt to cure the failure, or if it is unable to cure the failure through commercially reasonable efforts will refund the fees paid for the Billing Period during which the failure occurred (the “Warranty Remedy”). However, to be eligible

for a Warranty Remedy under this section, you must give a written notice describing the failure no later than ten (10) days following the end of the Billing Period and cooperate with Paymonix’s reasonable efforts to cure the failure. The remedies stated in this section are your sole and exclusive remedy for Paymonix’s breach of a Services warranty.

8.2 No Other Warranty. Except as expressly stated in these Services Terms, the Services are provided AS IS. Paymonix disclaims any implied warranties, such as a warranty of merchantability, fitness for a particular purpose, and non-infringement, and any representation or warranty that may arise through a course of dealing. You acknowledge that the use of the Service may not be uninterrupted, error free, or completely secure. If applicable law requires Paymonix to make a warranty notwithstanding this disclaimer, then the warranty is made for a period of thirty (30) days from the date that it is deemed to have been made, and your sole and exclusive remedy for a breach of the warranty is a refund of fees paid for the Services covered by the warranty. You represent that you have not relied on any representation or warranty other than those stated in these Services Terms.

8.3 Indemnification. You agree that if a third party asserts a legal claim against Paymonix or any of its officers, members, managers, employees, staff, personnel, agents, licensors or suppliers (the “Paymonix Defendants”) arising from your violation of these Services Terms or any Order, including your breach of a representation or warranty, or if your customer or end user asserts a legal claim against any of the Paymonix Defendants on any basis other than Paymonix’s gross negligence or misconduct, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by Paymonix as a reasonable settlement. You agree that Paymonix may control the defense of the claim at its option, or may require you to defend the claim directly. If Paymonix elects to control the defense of the claim, you will reimburse Paymonix for its reasonable defense costs and expenses as incurred.

8.4 Limitation of Liability. In the event you have a legal claim against Paymonix or any of the Paymonix Defendants, you agree that the maximum total amount of money you can recover from any or all of them cannot exceed the amount of fees you have paid or that are payable for Service for the six (6) months prior to the date the claim arose, unless the legal claim is based on a Paymonix Defendant’s intentional misconduct or is for personal injury or death resulting from the negligence, recklessness or intentional misconduct of a Paymonix Defendant. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages of any kind.

8.5 General. You acknowledge that Paymonix has set its fees and entered into the Order in reliance on the limitations of remedies and liability stated in these Service Terms, and that these limitations reflect an agreed allocation of risk between you and Paymonix. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy

fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.

9. GENERAL TERMS

9.1 Rights in Technology/Intellectual Property. You may not copy any part of the Services or mirror the Services on any site or system, except that you may download and print copies of Documentation for the Services as reasonably necessary for your permitted use of the Services, provided that you use the Documentation in the exact form published, retain all branding and proprietary notices, and do not transfer the Documentation to any other person. You may not reverse engineer or attempt to discover any underlying algorithm or method embodied by the Services or Paymonix’s other technology except to the extent applicable law permits such activity notwithstanding this limitation, and then on thirty (30) days advance written notice to Paymonix. You may not disclose to any third party any benchmarking or other test or evaluation you conduct on the Services. You may not use the Services for the purpose of creating a competing technology. Except for rights expressly granted in this Agreement, Paymonix retains all right, title and interest in and to its Services, technology, and information and all related intellectual property rights. No rights in Intellectual Property may arise by implication or estoppel.

9.2 Feedback. You hereby license to Paymonix any feedback or suggestions that you may provide regarding the Services or Paymonix’s other existing or proposed products or services on a perpetual, irrevocable, royalty free, worldwide, unconditional, fully sublicensable and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to you. You agree that you will not assert, or authorize, assist, or encourage any third party to assert, against Paymonix or any of its affiliates, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Services or any our other products or services that you use.

9.3 Confidential Information. Any non-public information that you learn about Paymonix or its Services as part of the relationship contemplated by these Services Terms is Paymonix’s Confidential Information. Your Data and your Personal Data are your Confidential Information. Each of you and Paymonix agree not to use or disclose the other’s Confidential Information except for the purpose of providing or using the Services, as applicable, or to exercise legal rights in connection with an Order. Each of you and Paymonix agree to use reasonable care to protect the confidentiality of the other’s Confidential Information and to return or destroy the other’s Confidential Information on request, except as necessary for reasonable and customary business record-keeping purposes. Each of you and Paymonix is responsible for a breach

of this Section by any person to whom it has disclosed the other’s Confidential Information. Notwithstanding the foregoing, Paymonix may disclose your Confidential Information in response to a subpoena or request from law enforcement.

9.4 Governing Law. The Order and these Services Terms are governed by and should be interpreted under the laws of the State of Texas, and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International

Sale of Good and the Uniform Computer Information Act.

9.5 Notices. Your notices must be submitted by electronic mail to the email address listed for Paymonix in the Order Form. Paymonix’s notices to you must be given to your primary account contact at the email address to the contact specified in the Order Form. If you send a notice of breach of the Agreement, a legal dispute, a legal claim, or other legal matter, you must copy your notice toto the email address listed for Paymonix in the Order Form, and must also send your notice via first class United States mail to Paymonix’s physical address listed for Paymonix in the Order Form on the day the notice is transmitted electronically. Paymonix’s legal notices to you must be copied via first class United States mail to your physical notice address, or if your physical address is outside of the United States, via a reputable and established international priority mail service on the date the notice is transmitted electronically. Notices are deemed given, received and effective as of the time transmitted by electronic mail, or if that time does not fall on a business day, as of the beginning of the first business day following the time transmitted. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this section.

9.6 Arbitration.

Except for certain requests for injunctive relief as described below, each of you and Paymonix agree that any dispute related to the Services, an Order or these Service Terms shall be submitted to binding arbitration. The arbitration shall be conducted by one arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in person unless each party agrees to a telephonic or written submissions procedure. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. Each party waives any right to a trial by jury, and agrees that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Each party agrees not to bring a claim related to the Services or the subject matter of an Order or these Services Terms more than two years after the time that the claim accrued. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

9.7 Informal Dispute Resolution.

Each party agrees that it will not file a lawsuit or other legal action in connection with the Services, any Order, or these Services Terms, unless it has first given the other party written notice of the dispute, and attempted to resolve the dispute through good faith negotiation.

9.8 Injunctive Relief.

Notwithstanding anything in this Agreement to the contrary, this Agreement does not prohibit, condition or delay a party’s right to seek injunctive relief in any court of competent jurisdiction to address the other party’s infringement or misappropriation of its intellectual property, or the other party’s breach of its confidentiality obligations under this Agreement.

9.9 Export Compliance.

The Services may be subject to export laws and regulations of the United States and other jurisdictions. You may not permit users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation, or in a manner that causes Paymonix to be in violation of U.S. export laws, even if the use is permitted the laws applicable to you or

your user or customer. Each party represents that it is not on any restricted persons list maintained by the U.S., Canada, or any member of the European Union.

9.10 Anti-Corruption. 

Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the above restriction, it will promptly notify the other party.

9.11 Force Majeure. 

Except for your payment obligations, neither party is in violation of the Agreement if the failure to perform is due to an event beyond that party’s reasonable control, such as a significant failure of the power grid or Internet, denial of service attacks, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or  other acts or events for which precautions are not generally taken in the industry.

9.12 Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

9.13 Publicity.

You agree that Paymonix may identify you as its customer, using your company name and logo, on its website where it identifies its customers generally, and Paymonix agrees that you may identify it as your service provider on your website using the Paymonix name and logo. In addition, you will consider Paymonix’s requests to participate in the development of product whitepapers, testimonials for web publication, and other like materials for publication. You may not issue press releases or any public announcements without Paymonix’s written consent. Each party may use the other party’s trade or service marks in connection with approved activities, and otherwise with the other party’s prior consent. Each party shall use the other’s trademarks subject to the other party’s reasonable trademark usage guidelines that are communicated to the party from time to time.

9.14 Relationship of the Parties.

The parties are independent contractors. Neither party is the agent of the other, and neither party is authorized to make any representations, contract, or commitment on behalf of the other. The use of the words “partner” or “partnership” in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The parties do not agree to any exclusivity in regards to the subject matter of this Agreement and each party is free to contract with third parties, including competitors of the other party, for transactions of the type covered by this Agreement in any market, worldwide.

9.15 Interpretations. 

In calculating any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run is not to be included. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “personnel” refers to a person’s employees and individual contractors who are under the person’s direct supervision. The word “affiliate” refers to an individual or entity that controls, is controlled by, or is under common control with the person  referred to, where control means ownership of the majority of voting interests of an entity or the right to control the policies of the entity by means of a controlling number of seats on the entity’s

governing body. The use of the word “including” should be read to mean “including, without limitation.” All references to monetary amounts mean United States Dollars. The term “parties,” either in lower- or upper-case form, refers to you and Paymonix. For notice purposes, the words “business day,” “business hours,” or the like means Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Pacific Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. All software and other technology provided for your use is licensed and not sold; any references to a sale or purchase of software or other technology means the sale or purchase of a subscription service. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular imply the plural as indicated by the context, and pronouns that are gender specific refer to either gender. The section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms

of this Agreement.

9.16 Third-Party Beneficiaries. 

There are no other third-party beneficiaries under this Agreement.

9.17 Severability.

In the event one or more of the terms of this Agreement are adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.

9.18 Changes to the Services.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Paymonix regarding future functionality or features. You acknowledge that Paymonix may modify or suspend any of its Services offerings at any time. If a modification or suspension materially and adversely affects your use of the Services, you may terminate the Agreement by giving written notice of the change no later than 30 days following the date of the change and receive a refund of any prepaid fees as your sole and exclusive remedy.

9.19 General Representations.

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.20 Representation by Individual Submitting the Order.

The individual submitting the Order Form represents that: (i) if the individual submits the Order Form on his or her own behalf (including as a sole proprietor), the individual is old enough to enter into contracts and otherwise has the legal capacity to enter into contracts under applicable law; or (ii) if the individual submits the Order Form on behalf of a company or other legal entity, the individual has the legal power and authority to bind that entity to the Order and these Service Terms.

9.21 Changes to Service Terms. 

Paymonix may amend these Services Terms at any time in its sole discretion. Any amendment will become effective as to your Order on the first renewal of the Order that follows the publication of the amendment by at least thirty days. If the amendment materially and adversely impacts your use of the Services, you may terminate the Agreement by giving written notice no later than thirty (30) days following the date the amendment is published and receive a refund of prepaid fees as your sole and exclusive remedy.

9.22 Entire Agreement and Order of Precedence. 

This Agreement is the entire agreement between you and Paymonix regarding your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Service Terms or an Order will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any preprinted term or condition stated in any business form is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) these Services Terms, and (3) the Documentation. Your use of the Services, both during any free use period and your Order Term, is subject to all of the terms, conditions, and restrictions stated in your Order Form and these Service Terms, and any restrictions stated on a page on the Site that is part of your Order.

10. DEFINITIONS.

These terms have the meanings stated: Documentation means Paymonix’s user and administration guides, FAQ’s, whitepapers and other materials designed to explain the use of the Services, but not including any marketing materials or publicity. Order means an agreement between you and Paymonix, as specified in an Order Form. Order Form means an order form prepared by Paymonix that you have submitted and that Paymonix has accepted that describes the Paymonix Services provided, the related fees and Term. Personal Data means information that can be used to identify an individual.Services means Paymonix’s recurring billing services,

communications tools, dashboard, portals, reporting tools, and all related services and Support, including the Setup Service and any additional services referenced in the Order Form. Setup Service means any work that Paymonix performs to integrate or otherwise enable the use of its services for you. Site means www.paymonix.com, or any other website operated by Paymonix for the purpose of offering or providing Services, including any subdomains. Support means the use of the Documentation, and any live human support that is included with the Plan that you Purchase. Term means the Initial Subscription Term specified in the Order Form and any renewal terms, collectively.