PAYA CONNECT TERMS OF USE

1. Introduction

1.1 Welcome to Paya Connect, an online portal that enables you to manage all of your payment processing services and accounts with Paya, Inc. (“Paya”) in one online location. Your access to Paya Connect and use of Paya Connect content is governed by and subject to the following Terms of Use ("Terms"). Paya may update the Terms from time to time without notice to you. The license, purchase, or subscription terms, guidelines, or rules (including but not limited to our Privacy Policy https://paya.com/privacy-policy/) are hereby incorporated by reference into the Terms.

By clicking “Accept” on the Terms of Use page, you acknowledge that you have read, understand, and agree and have the authority to be bound by the Terms. If you do not agree with the Terms, click “Cancel" and your access to Paya Connect will terminate.

1.2 Subject to the Terms, you may use Paya Connect to manage your payments and related Paya services. Paya Connect allows users access to Paya’s payment tools including, the virtual terminal, batch management, recurring payments, contact tokenization, hosted payment pages, invoice payment and presentment, connected third party applications and more. You can access Support resources, view reports, purchase other Paya products, view account information, and more.

1.3 Some of the products and services will be offered by Paya, while others may be offered by sources other than Paya (“Third Parties”). You agree that (i) Paya is not responsible for any products and services that originate from Third Parties, and (ii) that you are solely responsible for all fees, licenses, and rights associated with using other products or services through Paya Connect.

2. Paya’s Provision of Paya Connect

2.1 Paya will provide you access to Paya Connect in accordance with these Terms. You agree that Paya may stop (permanently or temporarily) providing you or others access to Paya Connect (or any features within Paya Connect) at Paya’s sole discretion, without prior notice.

2.2 If you breach any of these Terms, as determined by Paya in its sole discretion, you agree that Paya may terminate or disable access to your Paya Connect account (“Your Account”); and you may be prevented from accessing Paya Connect or your account details, data or other material that you submit, post or display on or through Paya Connect (collectively “Your Material”) that become part of Your Account. You agree that if Paya terminates or disables access to Your Account, you may be prevented from accessing Third Party files, information, products, and/or services (collectively “Third Party”) that are included in Your Account.

2.3 If Paya discovers that your use or actions, Your Material or Third Party Content violates these Terms, applicable legal agreements, laws, regulations or policies, including the payment card brand rules or the PCI DSS Security Standards, You agree that Paya may terminate or disable access to Your Account and remove Your Material or Third Party Content from Your Account at its sole discretion.

2.4 Paya makes no promises as to the availability of Your Material or Third Party Content or Paya Connect or the functionality of Paya Connect.

3. Your Use of Paya Connect

3.1 In order to access Paya Connect, you will be required to provide information about yourself such as (but not limited to) your name, address, merchant identification numbers, and billing details. You agree that any such information you provide to Paya will always be accurate, correct, and up to date.

3.2 Your use of the payment processing functions included in Paya Connect are governed by Article IV of your merchant agreement (“Merchant Account”) and are included in these Terms by reference.

3.3 You agree that you are solely responsible for (and that Paya has no responsibility to you or to anyone else for) your use of Paya Connect, Your Material, Third Party Content, your breach of any obligations under the Terms, and for the consequences (including loss or damage of any kind which you or Paya may suffer) of any breach of such obligations. You further agree to not use Paya Connect to store, host or send unsolicited electronic messages.  You further agree to not use Paya Connect to transmit any viruses, worms, or malicious content.

3.4 You agree to use Paya Connect only according to instructions and documentation that Paya provides and only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions.

3.5 You agree not to access (or attempt to access) Paya Connect by any means other than through the interface made available by Paya unless you have been specifically allowed to do so in a separate agreement with Paya. You specifically agree not to access (or attempt to access) Paya Connect through any automated means (including the use of scripts, crawlers, or similar technologies).

3.6 You agree that you will not (i) engage in any activity, or (ii) use any of Your Material or Third Party Content in a way that interferes or disrupts Paya Connect or any servers, networks, or websites operated by Paya or any third party.

3.7 You agree that unless Paya has specifically permitted you to do so in a separate agreement, you will not reproduce, duplicate, copy, sell, trade or resell Paya Connect or any Third Party Content for any purpose.

3.8 You agree you are responsible for and shall comply with any and all applicable tax laws, including reporting and paying any taxes arising in connection with your use or purchase of Paya Connect.

3.9 You agree that Paya or Third Parties own all rights, title, and interest in and to Paya Connect and Third Party Content available through Paya Connect, including without limitation all applicable Intellectual Property Rights in the Third Party Content. "Intellectual Property Rights" means any and all rights existing under patent, copyright, trade secret, and trademark law, unfair competition law, and any and all other proprietary rights worldwide.

3.10 Paya reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Third Party Content from Paya Connect.

3.11 You agree that firewalls or other security devices may block or prevent you from viewing or accessing certain Third Party Content.

3.12 You agree that Paya owns all rights, titles, and interests in and to Paya Connect, including without limitation all applicable Intellectual Property Rights. “Intellectual Property Rights” means any and all rights existing under patent, copyright, trade secret and trademark law, unfair competition law, and any and all other proprietary rights worldwide.

3.13 You agree that Third Party Content is the sole responsibility of the Third Party providing it.   

3.14 You agree to comply with all applicable export and import controls, including, but not limited to, the United States Department of Commerce’s Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control.  By using Paya Connect, you represent and warrant that you are not prohibited from receiving exports, imports, or services under the United States or other applicable laws.

4. License from Paya

4.1 Paya gives you a personal, worldwide, revocable, non-assignable, and non-exclusive license to use Paya Connect for the sole purpose of enabling you to use and enjoy the benefits of Paya Connect as delivered by Paya solely in the manner permitted by the Terms and any additional terms imposed by Third Parties for Third Party Content you access or use.

4.2 Some Third Party Content may be governed by applicable open source software licenses. In the event of a conflict between the Terms and any applicable open source licenses, the open-source software licenses shall prevail with respect to the open-source components.

4.3 You shall not (and you shall not permit anyone else to) (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Paya Connect or Third Party Content, unless otherwise expressly permitted by Paya or a Third Party, (ii) take any action to circumvent or defeat the security of Paya Connect or any Third Party Content, (iii) use Paya Connect or Third Party Content or Your Material to access, copy, transfer, transcribe or retransmit anything in violation of any law or the rights of others, and (iv) remove, obscure, or alter Paya or a Third Party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within Paya Connect or Third Party Content.

4.4 Unless Paya or a Third-party has given you express and specific written permission to do so, you shall not assign, transfer, grant a sub-license or a security interest in, your license to use Paya Connect or any Third Party Content to someone else.

5. License from You

5.1 You give Paya the right to make Your Material available to third parties with whom Paya has established relationships for the provision of services and to use Your Material in connection with the provision of those services in conjunction with Paya Connect. Paya may provide you with a mechanism to provide feedback, suggestions, and ideas about Paya Connect(“Feedback”). You agree that Paya may, in its sole discretion, use the Feedback in any way, including but not limited to future modifications of Paya Connect, multimedia works, and/or advertising and promotional materials relating thereto. You hereby grant Paya a perpetual, worldwide, fully transferable, non-revocable, royalty-free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information you provide to Paya in the Feedback.

5.2 You represent and warrant to Paya that you have all the rights in, power to, and authority to provide Your Grant to Paya.

6. Your passwords and account security

6.1 You are responsible for maintaining the confidentiality of passwords associated with Your Account and agree to be responsible to Paya for all activities that occur under Your Account, whether performed directly by you or by others.

6.2 If you become aware of any unauthorized use of your password or of Your Account, you shall notify Paya immediately by calling Paya customer service.

7. Privacy and your personal information

7.1 For information about Paya’s data protection practices, please read Paya’s privacy policy at https://paya.com/privacy-policy/. This policy explains how Paya treats your personal information and protects your privacy when you use Paya Connect.

7.2 You agree that Paya may use your data, including any personal information you provide, in accordance with Paya’s privacy policies.

8. Paya Services and Third Party Products and Services

8.1 Some Third Party Content may contain features that are used in conjunction with Paya Connect and other services. Accordingly, your use of such features is also governed by these Terms, Paya’s Privacy Policy, and any applicable Paya Service-specific terms of use and privacy policy.

9. Automatic Updates

9.1 Third Party Content originating from Paya may communicate with Paya servers from time to time to check for available updates such as but not limited to bug fixes, patches, enhanced functions, missing plug-ins, and new versions (collectively, "Updates"). By installing, buying, or using Third Party Content, you agree that such Third Party Content may be automatically modified or replaced by the Updates.

10. Fees

10.1 Your Account is a monthly license subscription. You agree that Paya may automatically collect the applicable fees from you each month in advance, by debiting your Paya merchant account, until Your Account terminates in accordance with Section 11 below.

10.2 Paya may increase the fees for Paya Connect at any time by giving you not less than thirty (30) days prior notice. Any increase will become effective on your next billing date after this thirty (30) day notice.

10.3 Paya will not issue a refund to you of any (pre-paid) monthly fees collected amounts upon termination or cancellation of Your Account.

11. Termination

11.1 These Terms will remain in effect until you or Paya terminate the Terms as described below.

11.2 Termination by You - You may terminate these Terms and Your Account by sending Paya an email from the email account used to register Your Account to Support.Paya@nuvei.com with your request. Your termination notice under this Section shall not become effective until confirmed by Paya in an email response to you. The termination will take effect at the end of your pre-paid monthly subscription term.  

11.3 Termination by Paya – Paya may at any time, terminate these Terms if Paya determines in its sole discretion that: (A) you have not paid or Paya is unable to collect the applicable fees for Your Account when due; (B) you have breached any provision of these Terms, (C) it is required to do so by law or any payment card association rule; or (D) it decides to discontinue operation of Paya Connect.  Further, Paya may at any time, terminate these Terms upon ninety (90) days prior notice to you for any reason. 

11.4 After termination (A) you will not be able to access Your Account or Your Material or any Third Party Content, and (B) you agree that Paya shall have no obligation to maintain or provide you access or deliver to you any of Your Material or Third Party Content.  Paya retains the right to delete Your Account, Your Material, and any Third Party Content in its systems or otherwise in its possession or under its control at the end of the ninety days following termination. 

11.5 Notwithstanding termination of these Terms, the following sections will remain in force against you and Paya: 1.3, 2.1, 2.2, 2.3, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 4.2, 4.3, 4.4, 5, 6, 7.2, 8, 10.4, 11.4, 12, 13, 14, 15 and 16.

12. Indemnification

12.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Paya, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys fees) arising out of or accruing from your use of Paya Connect, Your Material, Third Party Content or your violation of these Terms.

13. DISCLAIMER OF WARRANTIES

13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF PAYA CONNECT AND ANY CONTENT OBTAINED THROUGH PAYA CONNECT IS AT YOUR SOLE RISK AND THAT PAYA CONNECT IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO PAYA CONNECT AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT BECAUSE THE USE OF PAYA CONNECT AND ALL CONTENT IS AT YOUR SOLE RISK, PAYA IS NOT RESPONSIBLE FOR AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS, NETWORKS, MOBILE AND OTHER DEVICES, AND LOSS OF DATA THAT MAY RESULT FROM SUCH USE.

14. LIMITATION OF LIABILITY

14.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT PAYA AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT YOU MAY INCUR THROUGH USE OF PAYA CONNECT AND ANY CONTENT ACCESSED OR OBTAINED FROM PAY CONNECT, WHETHER OR NOT PAYA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 

14.2 PAYA’S SOLE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF YOUR RELATIONSHIP WITH PAYA BECAUSE YOU HAVE ACCESSED OR USED PAYA CONNECT OR ANY CONTENT IS LIMITED TO US ONE HUNDRED DOLLARS ($100.00)

15. Changes to the Terms

15.1 Paya may change, revise, update, or otherwise modify the features and functionality of any and all Paya Connect versions and/or editions. You may reject these changes by discontinuing use of Paya Connect and terminating Your Account.

 15.2 You understand and agree that if you use Paya Connect after such changes, You will be deemed to have agreed to the changes, and your continued use of Paya Connect will be subject to and governed by these Terms.

16. General Terms

16.1 These Terms, along with anything referenced herein, including, but not limited to, the terms and conditions of your Merchant Account, constitute the entire legal agreement between you and Paya and govern your use of Paya Connect. The Terms completely replace any prior agreements between you and Paya in relation to Paya Connect.

16.2 You agree that any failure by Paya to exercise or enforce any legal right or remedy contained in these Terms (or which Paya has the benefit of under any applicable law), will not constitute a waiver of Paya’s rights and that those rights or remedies will still be available to Paya.

16.3 You understand and agree that some Third Party Content marketed, integrated, and/or available with Paya Connect may be subject solely to terms and conditions of the respective Third Party Content and not to these Terms. You acknowledge and agree that under no circumstances shall Paya be responsible or liable in any way for the availability and/or functionality of services or products offered, or the content located on or through, any such Third Party Content. You further acknowledge and agree that under no circumstances shall Paya be responsible or liable in any way, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such functionality, content, goods or services available on or through any such Third Party Content. Paya may withdraw access to such Third Party Content via Paya Connect at any time without notice.

16.4 You authorize Paya to send you information about other Paya products and services, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means. If you do not wish to receive information from Paya, please contact customer service.

16.5 If a court finds that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

16.6 You and Paya agree to submit to the exclusive jurisdiction of the courts located within Fairfax County, Virginia to resolve any legal matter arising from these Terms and your use of Paya Connect. Notwithstanding this, you agree that Paya shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.  In addition, you agree that any cause of action or claim will be litigated individually and that you will not consolidate or seek class treatment for any claims.

16.7 Paya Connect is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government (including its agencies and instrumentalities) is subject to restrictions set forth in 48 CFR 52.227-19 or DFARS 252.227-7014, as applicable. The manufacturer is Paya located at 11710 Plaza America Drive. Suite 900. Reston, VA 20190.

If you have questions or require additional information, please contact us and we will be in touch with you shortly.