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Terms and Conditions for Paybefore Products and Services

1. INTRODUCTION

Welcome to the Paybefore.com™ online portal and Paybefore™ family of media properties—the leading information sources for the prepaid and emerging payments industry.

These Terms and Conditions govern your use of all Paybefore products and services. The Paybefore products and services include, but are not limited to: the Paybefore.com Website and online portal; Pay News™, Pay Gov™, Pay Op-Ed™, Pay Week™, Paybefore Magazine™, Pay Connect™, Paybefore Awards® and Paybefore Awards Europe™ (hereinafter collectively referred to as the “Paybefore Products and Services”).

The Paybefore Products and Services are owned by Paybefore (“Paybefore”). Paybefore and its affiliated entities are collectively referred to herein as “we” or “us.”

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY PAYBEFORE PRODUCTS AND SERVICES.

These Terms and Conditions (“Terms and Conditions”) constitute the agreement between you, on the one hand, and Paybefore on the other hand, governing your use of and subscription to the Paybefore Products and Services. By clicking on the “AGREE” button, by using any Paybefore Product or Service as a Registered User, a Paid Subscriber or otherwise, and/or by subscribing to the Paybefore Products and Services (either as an individual or via a corporate subscription) you signify your agreement to these Terms and Conditions.

If you do not agree to these Terms and Conditions, you are hereby given notice that you may not use the Paybefore Products and Services.

As our business is constantly evolving, we reserve the right, in our sole discretion, to amend, modify, add or delete portions of these Terms and Conditions at any time in accordance with the procedures set forth below in section 19 labeled “Amendment.” Please check these Terms and Conditions periodically for changes.

2. REGISTERED USERS, PAID SUBSCRIBERS AND CORPORATE SUBSCRIBERS

The Paybefore Products and Services are available, in varying degrees, to Registered Users, Paid Subscribers and Corporate Subscribers, as those terms are defined below.

You are a Registered User if you elect to register at the Paybefore.com Website (or as Paybefore otherwise permits), to access, receive and/or use, as applicable, those Paybefore Products and Services that are made available for free. To become a Registered User, you must provide certain information about yourself as prompted by the “Registration” portion of the Paybefore.com Website. You will not be required to pay a fee to become a Registered User, however, your access to, receipt of and/or use of the Paybefore Products and Services will be limited in that you will not be able to access, receive and/or use pages, information, materials, content, products, features and/or services that are available to Paid Subscribers only. Registered Users are subject to all provisions of these Terms and Conditions other than the provisions of Section 3, which are only applicable only to individual Paid Subscribers and the provisions of Section 4, which are only applicable to Corporate Subscribers and their Access-Holders (as those terms are defined below).

You are a Paid Subscriber if you (or your institution, pursuant to the provisions of Section 4 of these Terms and Conditions) elect to subscribe at the Paybefore.com Website (or as Paybefore otherwise permits), to access, receive and/or use, as applicable, those Paybefore Products and Services that are made available in exchange for a subscription fee. To become a Paid Subscriber, you (or your institution) must provide certain information about yourself as prompted by the “Subscription” portion of the Paybefore.com Website. You (or your institution) will be required to pay a fee to become a Paid Subscriber, and to comply with all other payment terms set forth in these Terms and Conditions and/or in the applicable subscription application form and accompanying documentation. Upon receipt of payment consistent with Section 3 herein (or, for corporate subscribers, upon receipt of payment consistent with Section 4 herein), you will be entitled to access, receive and/or use all of the Paybefore Products and Services for the applicable subscription term, including without limitation all information, materials, content, products, features and/or services that are available to Paid Subscribers only. Paid Subscribers are subject to all provisions of these Terms and Conditions.

You are a Corporate Subscriber if you elect to subscribe at the Paybefore.com Website (or as Paybefore otherwise permits), to obtain unlimited access for your current employees to allow said employees to access, receive and/or use those Paybefore Products and Services that are made available in exchange for a subscription fee. To become a Corporate Subscriber, you must provide certain information about your institution and your employees as prompted by the “Subscription” portion of the Paybefore.com Website. You will be required to pay a fee to become a Corporate Subscriber, and to comply with all other payment terms set forth in these Terms and Conditions and/or in the applicable subscription application form and accompanying documentation. Upon receipt of payment consistent with Section 4 herein, your employees (referred to herein as Access-Holders or, more generally, as Paid Subscribers) will be entitled to access, receive and/or use all of the Paybefore Products and Services for the applicable subscription term, including without limitation all information, materials, content, products, features and/or services that are available to Paid Subscribers only. Corporate Subscribers and their Access-Holders are subject to all provisions of these Terms and Conditions except for the provisions of Section 3.

NOTE: IF YOU WERE A REGISTERED USER PRIOR TO SEPTEMBER 17, 2007, YOU MAY HAVE RECEIVED CERTAIN SUBSCRIPTION-ONLY PAYBEFORE PRODUCTS AND SERVICES ON A FREE TRIAL BASIS. AS OF SEPTEMBER 17, 2007, THIS TRIAL PERIOD ENDED. THUS, IN ORDER TO CONTINUE TO RECEIVE ALL PAYBEFORE PRODUCTS AND SERVICES AFTER SEPTEMBER
16, 2007, YOU MUST SIGN UP AS A PAID SUBSCRIBER AND PAY ALL APPLICABLE SUBSCRIPTION FEES.

IF YOU ELECT NOT TO SIGN UP AS A PAID SUBSCRIBER, YOU WILL REMAIN A REGISTERED USER BUT YOU WILL NO LONGER HAVE ACCESS TO SUBSCRIPTION-ONLY PAYBEFORE PRODUCTS AND SERVICES, INCLUDING:

Pay News™, Pay Gov™, Pay Op-Ed™, Pay Week™, Pay Magazine™, Pay Connect™, Paybefore Awards®, Paybefore Awards Europe™ and the “subscription only” portions of the Paybefore.com Website and online portal.

Notwithstanding the foregoing, Paybefore may elect, in its sole discretion, to make certain subscription-only Paybefore Products and Services available to Registered Users for free, from time to time, for marketing or other purposes as it elects in its sole discretion.

3. INDIVIDUAL SUBSCRIPTIONS

For individual, non-corporate Paid Subscribers only:

General Terms

A new subscription will become effective within five (5) business days after Paybefore receives the completed subscription application form, and will be in effect for twelve months from that effective date (“Initial Subscription Term”). The subscription will automatically renew for successive twelve-month periods thereafter (each a “Renewal Term”), so long as annual subscription fees are paid. Either party may elect not to renew this subscription, effective on the next renewal date, provided that the non-renewing party gives the other party at least 30 days advance written notice.

Either party may also elect to cancel this subscription at any time, with or without cause, provided that the canceling party gives the other party at least 30 days advance written notice. If we terminate without cause, we may, in our sole discretion, refund to you the unused portion of your annual Subscription Fee on a pro rata basis. Regardless of which party cancels, upon the effective date of said cancellation, you must discontinue use of all Paybefore Products and/or Services, and destroy all materials of any kind received from Paybefore in connection with the provision of the Paybefore Products and Services.

The annual fee for a twelve-month subscription is $5,000 (the “Subscription Fee”). This fee may be raised or lowered by written notice to the Paid Subscriber, which notice must be at least 30 days before the increase or decrease is set to take effect. Subscription renewals must be paid on or before the renewal date or the subscription will be cancelled.

Notwithstanding the foregoing, Paybefore may elect to offer discount subscription rates and/or promotional incentives to Paid Subscribers. The terms governing any such discount subscription rates and/or promotional incentives will be determined solely by Paybefore in its sole discretion. Discount subscription rates and/or promotional incentives are not applicable on a retroactive basis. Once a Paid Subscriber has paid the Subscription Fee for given subscription term, any and all discount subscription rates and/or promotional incentives that are/were available for that subscription term are null and void, even if such discounts/incentives were advertised prior to the payment of the Subscription Fee.

The Paid Subscriber shall be responsible for all costs associated with establishing access to the Paybefore Products and Services, including but not limited to any telecommunications or other charges imposed by carriers, proprietary network operators and Internet access providers, or licenses for browser software, if any.

Payment Terms

Automatic Recurring Payment

By accepting these Terms and Conditions, you authorize an automatic recurring payment to Paybefore from the credit, debit or other bank card provided at the time of your subscription in the amount of $5,000. An automatic recurring payment in the amount of $5,000 will be made electronically once at the beginning of each subsequent Renewal Term, regardless of any lower amount that may have been charged for the Initial Subscription Term.

Frequency of Payments and Changes in Payments

The charge for the Initial Subscription Term will be processed immediately upon receipt of the completed subscription application form. The charge for all Renewal Terms will be processed on the day following the expiration of the Initial Subscription Term or any subsequent Renewal Term (each such day is a “Renewal Date”). You understand that this authorization for the automatic recurring payment is not a one-time credit card charge authorization, but is instead a recurring authorization. All Subscription Fees are non-refundable.

Bank Charges

If there are any applicable bank charges for this automatic payment, you will be responsible for the payment of such charges and any service fees or bank charges shall not be deducted from payments to Paybefore.

Automatic Recurring Payment Failure

If the automatic recurring payment is declined, you give Paybefore the authority to make corrections to any information and resubmit the charge against this credit, debit or bank card. We may permanently restrict your ability to use a certain payment method if that payment method fails multiple times.

Changing Automatic Recurring Payment Details

If you would like to change your automatic recurring payment details including, for example, making a change from one credit, debit or bank card that was initially selected to another credit or debit or other bank card, please contact Paybefore by mail or email via the contact information in Section 22 below.

Cancellation of Automatic Recurring Payment

Any credit card authorization received by Paybefore shall remain in effect until withdrawn by you in writing. Refunds are not offered on Subscription Fees. The automatic payment plan will remain in effect until you give written notice to Paybefore of termination of these Terms and Conditions, consistent with Section 19 herein.

Terms of Use

In exchange for the Subscription Fee, Paybefore hereby grants a Paid Subscriber a non-exclusive, nontransferable right and license:

(a) To access and use the Paybefore Products and Services for the Paid Subscriber’s personal use according to the terms and conditions set forth herein.

(b) In connection with the foregoing, to download one copy of Paybefore Content on any single computer owned/leased, operated and controlled by the Paid Subscriber, and to create one off-line printout of Paybefore Content, which may be used solely for personal use.

Except as expressly authorized in these Terms and Conditions, each Paid Subscriber further agrees not to (i) modify or create any derivative works of the Paybefore Products and Services and/or the Paybefore Content (as hereinafter defined), (ii) rent, lease, sublicense, distribute, transfer, share, electronically forward, copy, reproduce, display, modify, store or time-share, reverse engineer, the Paybefore Products and Services and/or the Paybefore Content, (iii) remove or alter any trademark, copyright or other proprietary notice in the Paybefore Products and Services and/or Paybefore Content, (iv) download, forward or copy quantities of Paybefore Content that can be used to avoid third-party subscriptions for the Paybefore Products and Services, or (v) market or use the Paybefore Products and Services and/or Paybefore Content in an independent commercial manner, including, by way of example but not limitation, use in activities for which the Paid Subscriber charges an independent or enhanced fee to a third party based on the features of the Paybefore Products and Services.

Paybefore reserves the right to change and/or discontinue the Paybefore Products and Services in any way, including any of the information or content included therein, without prior notice to Paid Subscriber.

4. CORPORATE SUBSCRIPTIONS

For Corporate Subscribers and their Access-Holders only:

General Terms

In certain instances, a Corporate Subscriber may desire to arrange for an unlimited number of its current employees (this does NOT include any third-party service providers such as law firms, accounting firms, or marketing/PR firms) (“Access -Holders”) to access, receive and/or use, the Paybefore Products and Services in connection with the internal business operations of Corporate Subscriber’s Institution. For purposes of these Terms and Conditions, the term “Institution” shall mean Corporate Subscriber, including any divisions, departments and/or offices thereof, but specifically excluding affiliates (i.e., persons or entities directly or indirectly controlled by, controlling or under common control with Corporate Subscriber).

In such a case, Corporate Subscriber agrees to pay an annual corporate subscription fee (the “Corporate Subscription Fee”). The Corporate Subscription Fee is currently set at $5,000. This fee may be raised or lowered by written notice to the Corporate Subscriber, which notice must be at least 30 days before the increase or decrease is set to take effect. Subscription renewals must be paid on or before the renewal date or the subscription will be cancelled.

Paybefore may elect to offer discount subscription rates and/or promotional incentives to Corporate Subscribers. The terms governing any such discount subscription rates and/or promotional incentives will be determined solely by Paybefore in its sole discretion. Discount subscription rates and/or promotional incentives are not applicable on a retroactive basis. Once a Corporate Subscriber has paid the Corporate Subscription Fee for given subscription term, any and all discount subscription rates and/or promotional incentives that are/were available for that subscription term are null and void, even if such discounts/incentives were advertised prior to the payment of the Corporate Subscription Fee.

A new corporate subscription will become effective within five (5) business days after Paybefore receives the completed corporate subscription application form, and will be in effect for twelve months from that effective date (“Initial Subscription Term”).

The subscription will automatically renew for successive twelve-month periods thereafter (each a “Renewal Term”), so long as the annual Corporate Subscription Fee is paid. Either party may elect not to renew this subscription, effective on the next renewal date, provided that the non-renewing party gives the other party at least 30 days advance written notice.

If Corporate Subscriber fails to pay the Corporate Subscription Fee, Paybefore may, in addition to its other available remedies, terminate this Agreement and/or suspend Corporate Subscriber’s access to or use of the Paybefore Products and Services.

Either party may also elect to cancel this subscription at any time, with or without cause, provided that the canceling party gives the other party at least 30 days advance written notice. If Paybefore terminates without cause, it may, in its sole discretion, refund to Corporate Subscriber the unused portion of the annual Corporate Subscription Fee on a pro rata basis. Regardless of which party cancels, upon the effective date of said cancellation, Corporate Subscriber and its Access Holders must discontinue use of all Paybefore Products and/or Services, and destroy all materials of any kind received from Paybefore in connection with the provision of the Paybefore Products and Services.

The Corporate Subscriber shall be responsible for all costs associated with establishing access to the Paybefore Products and Services, including but not limited to any telecommunications or other charges imposed by carriers, proprietary network operators and Internet access providers, or licenses for browser software, if any.

Payment Terms

Automatic Recurring Payment

By accepting these Terms and Conditions, you authorize an automatic recurring payment to Paybefore from the credit, debit or other bank card provided at the time of your subscription in the amount of $5,000. An automatic recurring payment in the amount of $5,000 will be made electronically once at the beginning of each subsequent Renewal Term, regardless of any lower amount that may have been charged for the Initial Subscription Term.

Frequency of Payments and Changes in Payments

The charge for the Initial Subscription Term will be processed immediately upon receipt of the completed subscription application form. The charge for all Renewal Terms will be processed on the day following the expiration of the Initial Subscription Term or any subsequent Renewal Term (each such day is a “Renewal Date”). You understand that this authorization for the automatic recurring payment is not a one-time credit card charge authorization, but is instead a recurring authorization. All Subscription Fees are non-refundable.

Bank Charges

If there are any applicable bank charges for this automatic payment, you will be responsible for the payment of such charges and any service fees or bank charges shall not be deducted from payments to Paybefore.

Automatic Recurring Payment Failure

If the automatic recurring payment is declined, you give Paybefore the authority to make corrections to any information and resubmit the charge against this credit, debit or bank card. We may permanently restrict your ability to use a certain payment method if that payment method fails multiple times.

Changing Automatic Recurring Payment Details

If you would like to change your automatic recurring payment details, including, for example, making a change from one credit, debit or bank card that was initially selected to another credit or debit or other bank card, please contact Paybefore by mail or email via the contact information in Section 22 below.

Cancellation of Automatic Recurring Payment

Any credit card authorization received by Paybefore shall remain in effect until withdrawn by you in writing. Refunds are not offered on Subscription Fees. The automatic payment plan will remain in effect until you give written notice to Paybefore of termination of these Terms and Conditions, consistent with Section 19 herein.

Terms of Use

In exchange for the Corporate Subscription Fee, Paybefore hereby grants Corporate
Subscriber a non-exclusive, nontransferable right and license:

(a) To permit an unlimited number of Access-Holders to access and use the Paybefore Products and Services for internal business purposes of the Institution according to the terms and conditions set forth herein, provided, however, that each such Access-Holder must be assigned a separate user name and password and provided further that each such Access-Holder must read, and agree to be bound by, these Terms and Conditions prior to accessing, receiving and/or using the Paybefore Products and Services for the first time. For purposes of these Terms and Conditions, each Access-Holder shall be considered a “Paid Subscriber,” in all respects, except that the Access- Holder will not be required to pay a separate fee as set forth in Section 3 of these Terms and Conditions.

(b) In connection with the foregoing, to download one copy of Paybefore Content on any single computer owned/leased, operated and controlled by Corporate Subscriber’s Institution, and to create one off-line printout of Paybefore Content, for each Access-Holder, which may be used solely in connection with the Institution’s ordinary internal business activities.

The foregoing grant of rights is limited at all times to the Corporate Subscriber’s Institution. Neither Corporate Subscriber nor its Access-Holders may share (electronically or otherwise) the Paybefore Products and Services with, or use the Paybefore Products and Services for the benefit of, individuals or entities outside of the Institution.

Except as expressly authorized in these Terms and Conditions, each Corporate Subscriber and each Access-Holder further agrees not to (i) modify or create any derivative works of the Paybefore Products and Services and/or the Paybefore Content (as hereinafter defined), (ii) rent, lease, sublicense, distribute, transfer, share, electronically forward, copy, reproduce, display, modify, store or time-share, reverse engineer, the Paybefore Products and Services and/or the Paybefore Content, (iii) remove or alter any trademark, copyright or other proprietary notice in the Paybefore Products and Services and/or Paybefore Content, (iv) download, forward or copy quantities of Paybefore Content that can be used to avoid third-party subscriptions for the Paybefore Products and Services, or (v) market or use the Paybefore Products and Services and/or Paybefore Content in an independent commercial manner, including, by way of example but not limitation, use in activities for which Corporate Subscriber charges an independent or enhanced fee to a third party based on the features of the Paybefore Products and Services. Corporate Subscriber shall take all reasonable steps to protect the Paybefore Products and Services from unauthorized access, copying or use.

Paybefore reserves the right to change and/or discontinue the Paybefore Products and Services in any way, including any of the information or content included therein, without prior notice to a Corporate Subscriber.

5. REGISTRATION/SUBSCRIPTION INFORMATION

In consideration of your use of the Paybefore Products and Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the relevant products or services under the laws of the United States (or any other applicable jurisdiction). You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration and/or subscription processes (the “User Data”) and to maintain and promptly update the User Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and refuse any and all current or future use of any Paybefore Product or Service, or any portion thereof.

We are concerned about the safety and privacy of all our users, particularly children. The Paybefore Products and Services are not directed towards children under the age of 13. As such, we will not knowingly collect personally identifiable information from children under the age of 13. We strongly encourage parents to participate jointly with their children in the exploration of the Internet and use their web browser’s parental controls to limits the areas of the Internet to which their children under the age of 13 may have access.

We expressly disclaim liability for any and all losses and damages arising from your failure to comply with this Section 5 (Registration/Subscription Information).

6. USER NAME AND PASSWORDS

All Registered Users and all Paid Subscribers will receive a user name and password. You agree to assume sole responsibility for the security and use of passwords issued to you and for all statements made and acts or omissions that occur while your password is being used. The password issued to you is personal to you, and must not be used by anyone else, may not be shared with anyone else and may not be transferred to anyone else.

Without limiting the generality of the foregoing, in the event that an Access-Holder ceases to be an employee of Corporate Subscriber’s Institution, Corporate Subscriber may not transfer the said Access-Holder’s password (and access/use rights) to another employee without Paybefore’s prior written consent.

Passwords are subject to cancellation at any time, including without limitation for improper sharing of a password or for nonuse for such period as Paybefore may determine.

You also agree to promptly notify us at info@paybefore.com of any unauthorized use of your username, password, other account information or any other breach of security that you become aware of involving or relating to any Paybefore Products and Services. In addition, you agree to log off from your account at the end of each session.

Paybefore reserves the right to view, monitor and record activity in connection with your password without notice or permission from you in order to confirm your compliance with this Section 6.

7. PERSONAL USE

The Paybefore Products and Services are for your personal use only. You may not use the Paybefore Products and Services for commercial purposes or in any way that is unlawful, or harms us or any other person or entity, as determined in our sole discretion. Notwithstanding the foregoing, if you have received access to the Paybefore Products and Services through a corporate subscription, you may have certain additional rights, responsibilities and/or limitations, as expressly set forth in Section 4 of these Terms and Conditions.

8. INTELLECTUAL PROPERTY

We respect the intellectual property of others, and we ask our users to do the same for us.

Paybefore Products and Services, and the information, content and materials contained therein or offered therewith (collectively “Paybefore Content”), are proprietary to Paybefore, are protected by copyright and other intellectual property laws, and are available to Paid Subscribers and/or Registered Users, as applicable, for their personal use. No part of the Paybefore Products and Services or the Paybefore Content may be copied, repackaged, transmitted, displayed, uploaded, posted, distributed, shared with or forwarded to others (electronically or otherwise), or otherwise used in any manner without the prior written permission of Paybefore, except that you may download one copy of Paybefore Content on any single computer for your personal, non-commercial use only, provided that (a) you keep intact and do not modify in any way all copyright and other proprietary notices, and (b) you make no modifications to the Paybefore Content.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PAYBEFORE CONTENT PROVIDED TO PAID SUBSCRIBERS CONSTITUTES VALUABLE PAYBEFORE INTELLECTUAL PROPERTY. THEREFORE, PAID SUBSCRIBERS EXPRESSLY AGREE THAT THEY WILL USE SUCH PAYBEFORE CONTENT SOLELY FOR PERSONAL NON-COMMERCIAL PURPOSES CONSISTENT WITH THIS AGREEMENT.

PAID SUBSCRIBERS ALSO EXPRESSLY AGREE THAT THEY WILL NOT REPRINT OR FORWARD AN ARTICLE, PARAPHRASE OR EXCERPT PAYBEFORE CONTENT, OR OTHERWISE USE THE INFORMATION CONTAINED IN THE PAYBEFORE PRODUCTS AND/OR SERVICES WITHOUT THE EXPRESS WRITTEN PERMISSION OF PAYBEFORE.

To request permission to reproduce or use any Paybefore Product or Service, any Paybefore Content, or any portion of either of the foregoing, please contact: info@paybefore.com. Please note that once you are granted permission, reprinted articles must attribute all appropriate credit to the relevant Paybefore Product or Service.

Notwithstanding the foregoing, if you have received access to the Paybefore Products and Services through a corporate subscription, you may have certain additional rights, responsibilities and/or limitations, as expressly set forth in Section 4 of these Terms and Conditions.

Unauthorized use of the Paybefore Products and Services and/or the Paybefore Content may give rise to both civil and criminal liability. Without limiting the foregoing, the unauthorized reproduction or dissemination of the Paybefore Products and Services and/or the Paybefore Content is a violation of Federal copyright law, and Paybefore may seek a wide variety of both monetary and non-monetary (i.e., injunctive) relief as a remedy for that violation. Paybefore intends to monitor the use of its Paybefore Products and Services and Paybefore Content and to actively prosecute any illegal and/or infringing use of its valuable intellectual property.

In addition to any other rights that we may have pursuant to law or equity, we may, in appropriate circumstances and in our sole discretion, take the following action against users suspected of infringing and/or violating our intellectual property rights: (i) raise the Subscription Fee immediately (without the three-month notice required by Section 3) in an amount to be set in our sole discretion, and require payment of any additional funds due as a result of the raised fee within a time period set in our sole discretion, and/or (ii) disable and/or terminate access to all Paybefore Products and Services immediately and without prior notice.

We may also, in appropriate circumstances and in our sole discretion, disable and/or terminate the account of users who may be repeat infringers of the intellectual property rights of third parties.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please contact us at info@paybefore.com, and provide us with all relevant information, including a reasonably detailed description of the basis for your claim and appropriate contact information so that we can discuss the matter further with you.

9. DISCLAIMER

THE PAYBEFORE PRODUCTS AND SERVICES, AND ALL PAYBEFORE CONTENT CONTAINED THEREIN OR OFFERED THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE PAYBEFORE PRODUCTS OR SERVICES, THE PAYBEFORE CONTENT, OR ANY USER-GENERATED CONTENT (AS DEFINED IN SECTION 10 BELOW), WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PAYBEFORE PRODUCT OR SERVICE, OR THE SERVERS THAT MAKE SUCH PRODUCTS OR SERVICES AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHERMORE, YOU, THE END-USER AND/OR CORPORATE SUBSCRIBER, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION RESULTING FROM YOUR USE (OR YOUR ACCESS-HOLDERS’ USE) OF THE PAYBEFORE PRODUCTS OR SERVICES.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF PAYBEFORE CONTENT CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO ANY PAYBEFORE PRODUCTS OR SERVICES, NOR WITH RESPECT TO ANY THIRD-PARTY SITES OR SERVICES LINKED TO FROM ANY PAYBEFORE PRODUCT OR SERVICE OR PAYBEFORE WEBSITE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY, SAFETY OR OTHERWISE. ANY PERSON OR ENTITY WHO ACTS UPON ANY INFORMATION INCORPORATED IN THE PAYBEFORE PRODUCTS OR SERVICES OR THE PAYBEFORE CONTENT, OR WHO OTHERWISE CHANGES POSITION IN RELIANCE THEREON, DOES SO ENTIRELY AT SUCH PERSON’S/ENTITY’S OWN RISK.

Without limiting the foregoing, the Paybefore Products and Services are not intended to provide advice or recommendations of any kind. The Paybefore Products and Services, and the information contained therein, are intended for educational, informational and research purposes only. Accordingly, Paybefore does not purport to offer any advice regarding the suitability of any particular course of action, and it assumes no responsibility or liability for any advice or other guidance that a Registered User, Paid Subscriber and/or Corporate Subscriber may take from the Paybefore Products and Services. Prior to making any business decisions, each Registered User, Paid Subscriber and/or Corporate Subscriber is advised to conduct all necessary due diligence as may be appropriate under the circumstances.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

Each Registered User, Paid Subscriber and Corporate Subscriber hereby irrevocably waives any claim against us with respect to the Paybefore Products and Services, the Paybefore Content, and any User-Generated Content.

We expressly disclaim any responsibility for the accuracy, completeness or availability of information, content and materials found on sites that link to or from any Paybefore Product and Service or Paybefore Website. We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from any Paybefore Product and Service or Paybefore Website, or any third- party information, content or materials contained on or incorporated in any Paybefore Product and Service or Paybefore Website, including without limitation User-Generated Content. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of any of the information, content or materials contained on any third-party site.

We do not make any representations or warranties as to the security of any information, content or materials (including without limitation credit card and other personal information) you might be requested to give to any third party on or through any such third-party Website, all of which will be governed by the applicable terms and conditions of use, privacy policies and other relevant agreements governing the use of such third-party Website. You, the Registered User, Paid Subscriber and/or Corporate Subscriber, hereby irrevocably waive any claim against us with respect to information, content and materials contained on any third-party sites, and any liability arising from or in connection with information, content or materials provided by you to such third-party sites (including without limitation credit card and other personal information). We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

10. PRIVACY POLICY

As a condition to using the Paybefore Products or Services, you agree to the terms of our Privacy Policy, as the same may be updated from time to time. While we understand that privacy is important to you, you agree that we may monitor, edit or disclose your personal information in order to comply with any valid legal proceedings or government request, or as otherwise provided in these Terms and Conditions or our Privacy Policy. Personal information collected by us may be stored and processed in the United States or in any other country in which we or our service providers maintain facilities, and by using the Paybefore Products or Services, you consent to any such transfer of information outside of your country. Please review our Privacy Policy to fully understand our practices and policies.

11. SUBMISSIONS

We welcome your comments regarding our products and services. However, unless a Paybefore Product or Service has set up a specific submissions policy, we will not accept, review or consider any unsolicited creative ideas, suggestions or materials. We hope you will understand that it is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by us or under the direction of our professional staff might seem to others to be similar to their own creative work. Accordingly, we must ask that you not send us any unsolicited materials such as ideas, concepts, pitches, suggestions, stories, screenplays, treatments, formats, artwork, photographs, drawings, videos, audiovisual works, musical compositions (including lyrics), sound recordings, program formats, characterizations and/or other similar materials (each, a “Submission”). For the avoidance of doubt, you hereby agree that we will exclusively own all known or later-existing rights to any Submission worldwide, and will be entitled to the unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submission. No Submission will be subject to any obligation or requirement of confidentiality by us, and we will not be liable for any use or disclosure of any Submission, whether by us or any third party. If there exists any doubt or ambiguity about whether any User-Generated Content constitutes a Submission, such content shall be conclusively deemed to be a Submission for all purposes.

If, despite our request, you intentionally or unintentionally send us Submissions, or you submit, post or otherwise send us any information, content or materials, including without limitation data, text, messages, files, images, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, postings, your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials, as well as links to data, text, files, images, photographs, videos, audiovisual works, musical compositions (including lyrics), sound recordings, postings, your and/or other persons’ names, likenesses, voices, usernames, profiles, actions, appearances, performances and other biographical information or material, web pages and any other materials (collectively, “User-Generated Content”) through such features or activities, we shall be entitled to unrestricted use of such User-Generated Content for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from, or payment to, you or to any other person or entity. You hereby represent and warrant that any User-Generated Content submitted by you (a) is not unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable as reasonably determined by us; (b) does not contain viruses or other harmful code; (c) is an original work of authorship by you and you have all necessary right, title and interest in and to such User-Generated Content to permit its submission to and use by us; (d) does not infringe a third party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations.

12. INDEMNIFICATION

As noted in Section 5 of these Terms and Conditions, you (and/or your institution) are entirely responsible for maintaining the confidentiality of your username(s), password(s), and your account(s) (regardless of whether your account is a Registered User account or a Paid Subscriber account), as well as all activities that occur under your account(s). Each Registered User, Paid Subscriber and Corporate Subscriber hereby agrees to indemnify, defend and hold us, our licensors, licensees, agents, representatives and other authorized users, and each of the foregoing entities’ respective service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms and Conditions or claims arising from your account(s) or your use of the Paybefore Products and Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right to employ separate counsel and assume the exclusive defense and control of any matter in our sole discretion, subject to indemnification by you.

13. MODIFICATIONS TO PAYBEFORE PRODUCTS OR SERVICES

We reserve the right to, at any time and from time to time, disable or disallow a specific user’s access to the Paybefore Products and/or Services (regardless of whether the specific user in question is a Registered User, a Paid Subscriber, or an Access-Holder of a Corporate Subscriber), modify or discontinue, temporarily or permanently, all or any portion of the Paybefore Products or Services, with or without notice to Registered Users or Paid Subscribers, in our sole discretion. By agreeing to these Terms and Conditions, each Registered User, Paid Subscriber and Corporate Subscriber acknowledges that we will not be liable to you or any third party for any modification, suspension or discontinuance of the Paybefore Products or Services.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAY CHANGE THE PAYBEFORE PRODUCTS OR SERVICES, OR DELETE CONTENT OR FEATURES OF EITHER OF THE FOREGOING IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON IN OUR SOLE DISCRETION.

14. OUR CONTENT REMOVAL RIGHTS

We reserve the right, but disclaim any obligation or responsibility, to remove, in our sole discretion, any User-Generated Content from any Paybefore Products or Services that violate the Terms and Conditions as stated herein and to comply with any subpoena, order or otherwise cooperate with law enforcement officials regarding the identification of any user alleged to be using a Paybefore Product or Service in violation of the law. If we deem appropriate, in our sole discretion, we reserve the right to preserve a record of any such User-Generated Content and remit all or a portion of such records to law enforcement officials.

15. ADVERTISING; THIRD-PARTY CONTENT; LINKS

As consideration for using the Paybefore Products or Services, you acknowledge and agree that we may display advertisements and other information adjacent to our sponsored content.

You should be aware that when you are using Paybefore Products or Services, there is a chance you could be directed to other Websites that are beyond our control. There are links to other sites from pages on Paybefore Websites or emails that are part of Paybefore Products or Services that take you outside of our service. For example, if you click on a banner advertisement or a search result, this may take you off the Paybefore.com Website. This includes links from advertisers, sponsors and content partners that may use our logo(s) as part of a co-branding relationship. You acknowledge that when you click on a link that leaves a Paybefore Product or Service, the site you will be using is not owned or controlled by us and different terms of use and privacy policies may apply. By clicking on links to other sites, you acknowledge that we are not responsible for those sites. We reserve the right to disable links from third-party sites, although we are under no obligation to do so.

We make no representations concerning the content of sites listed in any of our directories. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in our search results or otherwise linked to a Paybefore Product or Service.

16. OPT-IN/OPT-OUT PROVISIONS

We may give our users options to opt-in or opt-out of certain features provided as part of the Paybefore Products or Services where we determine such options to be necessary or practical. Such elections typically will be available on your user profile page.

17. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO ANY REGISTERED USER, PAID SUBSCRIBER AND/OR CORPORATE SUBSCRIBER, OR ANY OTHER PERSON OR ENTITY CLAIMING FOR OR THROUGH YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT, DIRECTLY OR INDIRECTLY, FROM (A) THE USE OF, OR THE INABILITY TO USE, ANY PAYBEFORE PRODUCT AND/OR SERVICE, OR ANY PAYBEFORE CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF A PAYBEFORE PRODUCT AND/OR SERVICE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU, THE REGISTERED USER, PAID SUBSCRIBER AND/OR CORPORATE SUBSCRIBER, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO ANY PAYBEFORE PRODUCT AND/OR SERVICE OR ANY PAYBEFORE CONTENT.

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE SERVICE PROVIDERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, ACTS OF TERRORISM, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR ANY REASONS BEYOND THE REASONABLE CONTROL OF US OR OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE SERVICE PROVIDERS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE, OUR LICENSORS AND LICENSEES, NOR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE SERVICE PROVIDERS ARE RESPONSIBLE OR LIABLE FOR (X) ANY INCOMPATIBILITY BETWEEN THE PAYBEFORE PRODUCTS AND/OR SERVICES AND ANY WEBSITE, SERVICE, SOFTWARE OR HARDWARE OR (Y) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE WITH ANY TRANSMISSIONS OR TRANSACTIONS RELATING TO THE PAYBEFORE PRODUCTS AND/OR SERVICES IN AN ACCURATE OR TIMELY MANNER.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS AND CONDITIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR THE EXCLUSION, LIMITATION, OR DISCLAIMER LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS AND CONDITIONS, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO YOU.

18. JURISDICTIONAL AND VENUE ISSUES

Each Registered User, Paid Subscriber and Corporate Subscriber agrees that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed, and that venue properly lies, only in state or federal courts located in the State of Delaware, and each such person/entity hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action. We make no representation that information, content or materials contained on or incorporated in any Paybefore Product and/or Service are appropriate or available for use in any particular location. Those who choose to access and use any Paybefore Product and/or Service do so on their own initiative and are responsible for compliance with all applicable laws, including, but not limited to, any applicable local laws.

19. AMENDMENT

We reserve the right, in our sole discretion, to change, modify, add or delete portions of these Terms and Conditions at any time without notice, and it is your responsibility to review the Paybefore Products and Services, the Paybefore.com Website, and these Terms and Conditions for any changes. Your use of, and/or your continuing subscription to, any Paybefore Product and/or Service following any amendment of these Terms and Conditions will signify and constitute your assent to and acceptance of such revised
Terms and Conditions.

20. TERMINATION

These Terms and Conditions are effective until terminated by either you or us. You may terminate these Terms and Conditions only by (i) canceling and/or not renewing your registration (for Registered Users) or your subscription (for Paid Subscribers and Corporate Subscribers), (ii) discontinuing use of all Paybefore Products and/or Services, (iii) destroying all Paybefore Products and Services in your possession, together with all related documentation and all copies and installations thereof, and likewise destroying all materials of any kind in your possession obtained from Paybefore or from any Paybefore Product or Service, and (iv) by sending us written notice of termination, which must include confirmation of the satisfaction of subsections (i) through (iii) above, by certified United States mail, postage prepaid to:

Paybefore
708 Third Ave., 4th fl.
New York, NY 10017
Attn: General Manager

We may terminate these Terms and Conditions (and your access to any and all Paybefore Products and Services), at any time, with or without cause and with or without notice to you in our sole discretion. Upon termination, you (and your Access-Holders, if applicable) will no longer have the right to access, receive and/or use the Paybefore Products and/or Services, in whole or in part. Upon our written request, you agree to destroy all Paybefore Products and Services in your possession, together with all related documentation and all copies and installations thereof, and likewise destroy all materials of any kind in your possession obtained from Paybefore or from any Paybefore Product or Service.

Without limiting the generality of the foregoing, we have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of users who are repeat infringers of copyright.

The provisions of these Terms and Conditions which by their nature should survive the termination of these Terms and Conditions shall survive such termination.

21. ADMISSIBILITY

A printed version of these Terms and Conditions and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

22. GENERAL PROVISIONS

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms and Conditions by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY PAYBEFORE PRODUCT AND/OR SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

 

23. CONTACT INFORMATION

By mail:
Paybefore
708 Third Ave., 4th Fl.
New York, NY 10017 USA
Attn: General Manager

By email: info@paybefore.com

 

 

 

Last Updated: June 2015

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