This PAY Plantation Wallet Onboard Service Agreement (the "Agreement") is a legally binding agreement governing access to and use of PAY Plantation's Service, as defined in this Agreement. This Agreement is entered into between PAY Plantation, LLC., PAY Plantation, LTD., doing business as ("PAY Plantation"), a Texas corporation and United Kingdom. Offering the ("Service"). Any entity, business, individual, accessing or using PAY Plantation service are hereby referred to as ("Merchant/User/Client"). If you are accessing or using the Service on behalf of a company, organization, or other entity, then that entity is the Client. In that case, you are binding that entity to this Agreement, and you represent and warrant that you are authorized to do so.
By clicking "I agree" (or a similar checkbox or button), or accessing or using the Service, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use, or access the Service. This Agreement contains mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read it carefully.
The "Effective Date" of this Agreement is the date on which Merchant/User/Client first accesses or uses the Service.
PAY Plantation may modify this Agreement from time to time in accordance with Section 8 (Modifications to this Agreement) below.
1.1 Access. Subject to the Client's compliance with the terms and conditions of this Agreement, PAY Plantation hereby agrees that during the Term (as defined below), the Client has the nonexclusive right to: (i) internally use the package of application programming interface materials provided by PAY Plantation. All use of the Service must be only as provided in this Agreement and only in accordance with the Documentation and subject to the applicable use case, Client Application, and business unit restrictions (if any).
1.3 Ownership. Except for the rights expressly granted under this Section 1 and any Wallet software the Service connects to (such as SDKs, protocols, and similar infrastructure), PAY Plantation reserves and retains all right, title, and interest in and to the Service which includes but is not limited to the API Package and any software, products, works, and other intellectual property created, used, or provided by PAY Plantation for the purposes of this Agreement. To the extent the Client provides PAY Plantation with any feedback relating to the Service (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) ("Feedback"), PAY Plantation will own all right, title and interest in and to such Feedback (and the Client hereby makes all assignments necessary to achieve such ownership).
1.4 Permitted Service Providers. Client may permit its employees, agents, contractors, and service providers to access the Service solely on Client's behalf ("Permitted Service Providers"), provided that Client remains responsible for all Permitted Service Providers' compliance with all of the terms and conditions of the Agreement (including without limitation terms relating to use of Service) and ensures that any such Permitted Service Provider's use of the Service is for the sole benefit of Client. If Client enables any third parties as Permitted Service Providers, Client (and not PAY Plantation) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.
1.5 Compliance Reviews. To access or use the Service, PAY Plantation will require Client to successfully pass PAY Plantation's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Client must provide prompt responses to PAY Plantation's requests for information about Client, the Client Application, Client's business and associated entities, and Client's intended use of the Service. Client represents and warrants that all information it provides to PAY Plantation as part of Compliance Reviews will be accurate and complete, and Client will immediately notify PAY Plantation if any previously provided information is out-of-date or becomes inaccurate. Client may be required to complete more than one Compliance Review, for instance, based on changes in Client's use of the Service or increased risk factors. The client's passage or failure of any Compliance Review is in PAY Plantation's sole discretion. If Client fails any Compliance Review or fails to provide prompt and complete responses within three business days after PAY Plantation's requests for information (even if Client has passed a previous Compliance Review or received provisional access to the Service), PAY Plantation may suspend, revoke, or terminate Client's access to the Service, without notice or liability to Client.
1.6 Third Party Software. The Service may connect to or include certain Wallet software that may be subject to the accompanying open-source license(s), if any, of its respective owner(s). To the extent such Wallet software is distributed under and subject to open-source licenses, PAY Plantation and Client shall comply with the terms of such license(s). Client acknowledges and agrees that PAY Plantation and Wallets the Service enables connection to are independent third parties.
CLIENT ASSUMES UNCONDITIONALLY AND RELEASES PAY PLANTATION FROM ALL RISK ASSOCIATED WITH ANY WALLET SOFTWARE OR OTHER WALLET TECHNOLOGY MADE AVAILABLE THROUGH THE SERVICE.
2.1 Term of Agreement. This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement (the "Term").
(i) For Convenience. Either Party may terminate this Agreement for any reason and without cause upon at least thirty (30) days' prior written notice to the other party.
(ii) Effect of Termination. Upon termination of this Agreement, all rights granted to Client with respect to the Service will terminate and Client will make no further use of the terminated Service or the applicable API Package (copies of which will be immediately returned to PAY Plantation or destroyed). Except for Section 1.1, all provisions of this Agreement will survive any termination of this Agreement.
During the term of this Agreement, each party (a "Disclosing Party") may disclose, under this Agreement, to the other party (a "Receiving Party") confidential and/or proprietary materials and information of the Disclosing Party ("Confidential Information"). All materials and information
disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all such other information that the
Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information (if any), and terms of this Agreement, are Confidential Information of PAY Plantation. The receiving party will maintain the confidentiality of the Confidential Information and
will not disclose such information to any third-party without the prior written consent of the Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section 3 will not apply to any information that:
(i) is made generally available to the public without breach of this Agreement,
(ii) is developed by the Receiving Party independently from the Disclosing Party's Confidential Information,
(iii) is disclosed to Receiving Party by a third-party without restriction, or
(iv) was in the Receiving Party's lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. The Receiving Party may disclose Confidential Information as required by law or court order; provided that, the Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure.
At any time, upon Disclosing Party's request, Receiving Party will return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies, and extracts thereof. Notwithstanding the foregoing,
(a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement, or to any prospective acquirer of Receiving Party; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party's Confidential Information as this Agreement and
(b) all Feedback and the API Package will be solely PAY Plantation's "Confidential Information".
The Client will defend, indemnify, and hold PAY Plantation harmless from and against all thirdparty claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising from or in connection with:
(i) Client breach of any laws or regulations (including with respect to privacy);
(ii) Client's or any Permitted Service Provider's use of the Service; or
(iii) Client's violation of any agreements it has with any End User or Wallets.
CLIENT ACKNOWLEDGES THE SERVICE IS (A) DESIGNATED AS NON-PRODUCTION AND OFFERED ON A PILOT OR LIMITED RELEASE BASIS, AND (B) ARE BEING PROVIDED "AS IS". TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PAY PLANTATION NOR ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ANY WARRANTY THAT THE SERVICE IS FREE FROM DEFECTS OR BUGS, ANY WARRANTY THAT THE SERVICE WILL CONNECT TO ANY PARTICULAR WALLET(S), OR ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED. CLIENT ASSUMES AND UNCONDITIONALLY RELEASES PAY PLANTATION FROM ALL RISKS ASSOCIATED WITH ITS USE OF THE SERVICE. PAY PLANTATION MAY DISCONTINUE THE SERVICE AT ANY TIME IN ITS SOLE DISCRETION AND PAY PLANTATION DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE MADE GENERALLY AVAILABLE.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PAY PLANTATION NOR ITS AFFILIATES, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY:
(A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(B) LOSS, ERROR, OR INTERRUPTION OF USE OF THE SERVICE (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR
(C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, PAY PLANTATION'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PAY PLANTATION DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 6 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
remain in full force and effect and enforceable. This Agreement is not assignable or transferable by Client except with PAY Plantation's prior written consent; provided, however, that Client may,
upon prior written notice to PAY Plantation, transfer and assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization,
or sale of all or substantially all its assets to which this Agreement relates. If such a transfer or assignment is made in favor of a direct competitor of PAY Plantation, LLC., then PAY Plantation may terminate this Agreement upon written notice to Client. PAY Plantation may freely assign this Agreement.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created because of this Agreement. PAY Plantation's notice address is PAY Plantation, LLC., P.O. Box 741564 Dallas, Texas 75374, Attn: Legal; with a copy (which does not constitute notice) to contact @ payplantation.com. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by PAY Plantation if sent to the Client's dashboard account email address. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of Wallets. During the term of this Agreement,
(a) Client agrees to participate in case studies and other similar marketing efforts reasonably requested by PAY Plantation;
(b) PAY Plantation may disclose that Client is a PAY Plantation customer to third parties; and
(c) PAY Plantation may include on and in PAY Plantation's website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client's testimonials and other feedback regarding the Service, name, website URL, use case, and logo and other marks. Upon request from Client, PAY Plantation will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials. This Agreement will be governed by the laws of the State of Texas, without regard to the conflict of law provisions thereof. The application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement will be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in Dallas, Texas, USA, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction. With respect to any court challenge to JAMS jurisdiction to arbitrate any claim or dispute arising or relating to this Agreement, the party's consent to exclusive jurisdiction and venue in the state and Federal courts located in Dallas, Texas. With respect to all disputes arising in relation to this Agreement, but not subject to the preceding arbitration provision, the party's consent to exclusive jurisdiction and venue in the state and Federal courts located in Dallas, Texas.
From time to time, PAY Plantation may modify this Agreement. PAY Plantation, LLC., will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client's account, email, or other means. Client may be required to click to accept or otherwise agree to the modified Agreement to continue accessing or using the Service, and in any event continued access or use of the Service after the modified version of this Agreement goes into effect will constitute Client's acceptance of such modified version. If Client objects to the modifications, its exclusive remedy is to cease all access and use of the Service and/or terminate the Agreement under Section 2.2(ii) of the Agreement.