SmartPay Terms and Conditions

T.V SmartPay Limited (hereinafter "SmartPay") is offering its software widget and web-based management console (the "Service") to enable client billing and accepting payments via credit cards, debit cards, and other electronic payment methods (collectively, "Payment Methods")

This is a legal agreement. All use of the Service is subject to these Terms and Conditions (this "Agreement"). Please read this Agreement in its entirety. If you do not agree to the terms of this Agreement, please do not use, install or integrate the Service. If you register as a business, the term "you" as used herein means you as an individual as well as the business you represent.

SmartPay may amend this Agreement in its sole discretion by posting such amendments on its website, or mailing them to the email address listed in your SmartPay Account (as defined below). Such disclosures and notices shall be considered to be received by you within 24 hours of the time they are posted to our website or mailed to you unless we receive written notice that the mail or email was not delivered.

A. Definitions.

The following terms, when capitalized in this Agreement, shall have the meaning set forth below.

1. "Application" means your proprietary application that incorporates significant and material functionality above and beyond the functionality provided by the Service.

"Chargeback" means a request that a customer of yours files directly with his or her Payment Method or card-issuing bank to invalidate a processed payment.

"Claim" means a challenge to a payment that you or your customer files directly with SmartPay.

"Fees" means fees assessed by us to you for providing the payment services described in this Agreement.

"Reserve Account" means funds held in reserve to cover Chargebacks, refunds, or other payment obligations under this Agreement.

"Reversal" means a reversal by SmartPay of the settlement of funds that you received from a processed transaction.

The Service

The Service is a software widget and a web-based management console that can be integrated into your proprietary Application to accept and process payments through various Payment Methods. SmartPay may change the Payment Methods it accepts in its sole discretion, and may at any time cease to accept or process any particular Payment Method. SmartPay is not a bank or a money services business and does not offer banking or money services as defined by the United States Department of Treasury. In addition, SmartPay does not assume any liability for the products or services purchased using our Service. You will be required to register for an account to use the SmartPay Service, as detailed below (the "SmartPay Account").

Subject to the terms and conditions of this Agreement, SmartPay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to use the Service solely to (a) integrate the Service with your Application, and (b) use the Service, to accept and receive payments in consideration for the commercial sale of goods or services, and to manage the funds you so receive. You may not use the Service for personal, family or household purposes, and you may not use or distribute the Service on a stand-alone basis. You may not use the Service except as expressly set forth herein.

C. Intellectual Property

The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. SmartPay and its licensors own the copyright and other worldwide intellectual property rights in the Service and all derivatives and copies thereof. No right, title or interest to the Service or any of SmartPay's trademarks are granted except as expressly set forth herein. We reserve the right to require you to install certain software updates or upgrades in order to continue using the Service.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). You have no obligation to submit any Idea. However, by submitting any Idea, you agree that SmartPay is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis.

D. Representations and Warranties

You represent and warrant to SmartPay that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) all information in your SmartPay Account will be accurate and correct, (d) all information you submit regarding a sale will be accurate and correct and will represent a bona-fide transaction, (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; and (f) you will not use the Service in violation of any law, rule or regulation or provision of this Agreement.

You have sole and exclusive responsibility for all aspects of the Application. You represent and warrant to SmartPay that the Application does not (a) contain any defamatory, libelous, obscene, hateful or otherwise offensive content, (b) contain or transmit and virus, worm or other malicious software or code, (c) collect or transfer any personal data from users except as expressly set forth in a clear and conspicuous privacy policy affirmatively accepted by such user, (d) infringe any third party intellectual property or moral rights, or (e) violate any law, rule or regulation. You shall ensure that the Application is stable and secure, and complies with all third party terms and conditions in respect of the distribution of the Application (for example, all terms and conditions of device manufacturers' App Stores).

E. Restrictions and Requirements

You are responsible for all goods and services you offer for sale or provide to any third party, including the delivery thereof and all customer service you may provide. SmartPay shall not accept any liability with respect to the foregoing, and shall refer all inquiries and complaints with respect to the foregoing to you.

You may not use the Service in connection with any business that violates applicable law, regulations or commonly accepted standards of decency. In addition, you will not use SmartPay in connection with illegal drugs or the sale of weapons. You shall not use the Service for the sale of virtual currency or any similar goods and services.

You shall not, nor will you permit any third party to: (i) access or attempt to access SmartPay systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the Service or other material from SmartPay except as expressly set forth herein; (iii) permit any third party to use or benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer or assign any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; or (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure.

You shall obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition, you shall not: (i) use the Service to provide cash advances, (ii) submit any transaction for processing that does not arise from your sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent transactions, or (v) use your SmartPay Account or Service in a manner that can reasonably be construed as abuse of any Payment Method or the violation of any Payment Method Rules.

Each Payment Method has established rules and guidelines ("Payment Method Rules"). You are required to comply with all applicable Payment Method Rules. You can review portions of the Payment Method Rules at the website of the applicable Payment Method. SmartPay and/or Payment Methods may reserve the right to amend the Payment Method Rules at any time. SmartPay reserves the right to modify the Service or amend this Agreement at any time as necessary to comply with Payment Method Rules or otherwise address any changes in the Service.

You agree to give us at least 30 days prior notification of your intent to change your name or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of (a) a substantial change in the basic nature of your business, (b) any anticipated liquidation, (c) a change of control, (d) any transfer or sale of 50% or more of your total assets or any change in the control or ownership of you or your parent entity, or (e) any material adverse change in your condition which will impede your ability to comply with the terms of this Agreement.

We reserve the right to not authorize or settle any transaction you submit which we believe is in violation of this Agreement, any other SmartPay agreement, or exposes you, other SmartPay users, our processors or SmartPay to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, or your SmartPay Account if we reasonably suspect that your SmartPay Account has been used for an unauthorized, illegal, or criminal purpose.

F. SmartPay Account and Information

To use the Service, you will first have to register for a SmartPay Account. When you register for a SmartPay Account, we will collect basic information, which may include your name, contact details, tax identification number, social security number and date of birth. You are not required to provide all such details, but SmartPay may not provide the Services if you decline to provide such information. In addition, you will be required to provide the name and other details of your Application and your business, as reasonably requested by SmartPay in its sole discretion. All such information must be correct and accurate. Inaccurate information raises the risk of transaction disputes. You agree to indemnify SmartPay from any costs from disputes due to your failure to provide correct or accurate information in connection with your SmartPay Account.

You will also be asked to choose your Primary Currency, from our list of possible primary currencies. Your SmartPay Account will be managed in your Primary Currency, and all your incomes through our Services will be exchanged by us to your Primary Currency. Your Primary Currency cannot be changed after it is set for an account.

We may also ask for additional information at our discretion to help verify your identity and assess your business. For example, we may request to perform a physical inspection at your place of business and to examine your books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your SmartPay Account. You authorize us to retrieve additional information about you from third parties and other identification services. SmartPay may use your information to apply for Payment Method accounts on your behalf.

After we have collected and verified all your information, SmartPay will review your account and determine if you are eligible to use the Service (we may charge you a Set-Up Fee in order to verify your account information). Any determination of whether you are eligible to use the Service or open a SmartPay Account shall be at the sole discretion of SmartPay. We will notify you once your account has been either approved or deemed ineligible for use of the Service. SmartPay may also share your information with our payment processors, each of which may also make a determination regarding your eligibility.

By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus. SmartPay may periodically request further information to determine whether you continue to meet eligibility requirements for a SmartPay Account. You agree that SmartPay is permitted to contact and share all information about you and your application (including whether you are approved or declined), and your SmartPay Account with the payment processor.

If you are a resident or citizen of specified jurisdictions, SmartPay may in its sole discretion impose additional requirements on you as necessary or recommended to comply with regulatory, tax or other requirements of such jurisdictions. SmartPay shall communicate such requirements to you when you apply for a SmartPay Account or anytime thereafter.

G. Fees

You agree to pay all Fees. Fees will be calculated pursuant to the Fee Schedule made available to you through the SmartPay website. SmartPay shall deduct the applicable Fee from the payment it has received from your customer, and transfer the balance to your account. You are hereby granting SmartPay the right to deduct the Fees as mentioned herein.

SmartPay reserves the right to revise our Fees at any time, subject to a thirty (30) day notice period to you. You acknowledge that you are also responsible for any penalties or fines imposed on SmartPay or directly to you by any Payment Method or financial institution as a result of your activities. Your failure to fully pay amounts that you owe us on demand will be a material breach of this Agreement. We may require a personal guaranty from a principal of a business. or any other guaranty, for funds owed under this Agreement.

H. Payments

You will provide all purchasers with a valid invoice.

You agree that you will honor all eligible Payment Methods presented for payment by your customers for your goods and services in accordance with the applicable Payment Method Rules, this Agreement and any guidelines that we may provide you from time to time. You agree that you will obtain an authorization from the Payment Method for each card transaction, as required under the applicable Payment Method Rules, and will not submit a transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an affirmative authorization from us or the Payment Methods does not mean that a particular card transaction will not be subject to Chargeback, Reversal or claim at a later date.

You can charge your customers in any applicable currency supported by SmartPay; however SmartPay will exchange the incoming monies to your Primary Currency balance. The conversion exchange rate will be according to the Exchange Rate Schedule made available to you through the SmartPay website.

SmartPay will only process card transactions that have been authorized by the applicable Payment Method. You are solely responsible for verifying the identity of users and of the eligibility of Payment Method used to purchase your products and services, and SmartPay does not guarantee or assume any liability for transactions authorized and completed which may later be subject to Reversal or Chargeback. You are solely responsible for all transactions subject to Reversal or Chargeback, regardless of the reason for, or timing of, the Reversal or Chargeback.

You authorize us to hold, receive, and disburse funds on your behalf when such funds settle from transactions. You further authorize SmartPay to instruct the applicable payment processor in the manner of how your transaction settlement funds should be disbursed to you and the timing of such disbursements. You also authorize SmartPay or its agents to hold settlement funds in a deposit account pending disbursement of the funds to you in accordance with the terms of this contract. You agree you are not entitled to any interest or cross-currency linkage or index linkage or any other compensation associated with the settlement funds held in the deposit account pending settlement, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account. From time to time, we may make available to you information in the SmartPay Account regarding anticipated settlement amounts that we have received on your behalf from Payment Methods and which are being held by us pending settlement. This settlement information does not constitute a deposit or other obligation of SmartPay or its agents to you, and is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated bank settlement account.

The Service may include software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers' consent to be billed on a recurring basis in compliance with applicable legal requirements and Payment Method Rules.

We will pay out funds settling from the Payment Methods to your designated bank settlement account ("Bank Account") in the amounts actually received, less our Fees and/or any other reimbursement or indemnification sums we are entitled for according to this Agreement, for transactions processed through the Service.

You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Payment Methods and when we or our processing financial institutions have actually accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the "Payout Schedule", the terms of which will be made available to you when you login to our website using your SmartPay Account. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account. You can contact SmartPay to inquire about changing the timing of your Payout Schedule. SmartPay may change your Payout Schedule at any time.

After each payout of settlement funds to your Bank Account, we will update information in your SmartPay Account to reflect settlement. Information regarding your transactions processed and settled with the Services ("Transaction History") will be available to you when you login to our website using your SmartPay Account. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of your SmartPay Account and Transaction History.

Except as required by law, you are responsible for reconciling your Transaction History with actual transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing transactions.

I. Refunds

Refunding your costumers, when due and applicable, is in your full responsibility. You agree to submit any and all refunds and adjustments for returns of products and services through the Service to the applicable Payment Method in accordance with the terms of this Agreement and applicable Payment Method Rules.

Full refunds must be for the exact amount and currency of the original transaction including tax, handling charges, postage costs, and other amounts. Refunds processed though the Service must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the refund.

J. Chargebacks, Reversals and Claims

You are responsible for all Chargebacks, Reversals, and Claims (and all related fines, fees and penalties) arising out of or relating to your use of the Service, this Agreement or your breach thereof. For all Chargebacks, Reversals, and Claims, SmartPay will deduct the applicable amount from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. If these funds are not sufficient, you authorize SmartPay to debit your Bank Account in the amount necessary. In the event SmartPay cannot access your Bank Account, you agree to pay all funds owed to SmartPay upon demand. The foregoing shall also apply to payment by you of all Fees and refunds. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any amounts unpaid by you.

SmartPay will update your account in every Chargeback relating to your use of the Service, but has no obligation to notify you in regard. You are responsible for reviewing the information relating to your account from time to time, and check for your Chargeback status.

If SmartPay or its agents reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer's complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

A Chargeback occurrence shall not nullify SmartPay entitlement for its applicable Fee. In addition SmartPay shall charge the settled commission (according to the Fee Schedule made available to you through the SmartPay website) for performing the Chargeback.

At any point, SmartPay and its agents may determine that you are incurring excessive Chargebacks. Such determination will be made by SmartPay or its agents in their sole discretion. Excessive Chargebacks may result in additional fees, penalties, or fines, as determined by SmartPay. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, (iii) delays in your Payout Schedule, or (iv) the possible suspension or termination of your SmartPay Account and your use of the Service. The Payment Method may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.

You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any contested Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

SmartPay may impose a Reversal because (a) the transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error, (c) the sender of the payment did not have authorization to send the payment, (d) you received the payment for activities that violated this Agreement or any other SmartPay agreement, (e) SmartPay decided a Claim against you, or (f) according to a court order, writ or injunction.

SmartPay will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased goods or services. You will be required to reimburse SmartPay for your liability in respect of any Claim. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back) plus any other cost that SmartPay will be forced to pay in connection with the claim. You will not receive a refund of any fees paid to SmartPay.

K. Reserve Account

SmartPay, in its sole discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received in respect of any transaction be held for a period of time or that any additional amounts are held in Reserve Account. SmartPay, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors. SmartPay may fund the Reserve Account by means of: (i) any funds payouts made or due to you for card transactions submitted to the service, or (ii) amounts available in your Bank Account by means of a debit to that Bank Account, or (iv) other sources of funds associated with your SmartPay Account; or (iv) requesting that you provide funds to SmartPay for deposit to the Reserve Account.

You grant us a lien and security interest in the Reserve Account, as well as in all Payment Method transactions (including future Payment Method transactions), any rights to receive credits or payments under this Agreement. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.

L. Taxes

It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service. It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction.

We will deduct taxes from payments you receive in connection with your use of the Service, only as and if required by law. By using our services you authorize us to pay to tax and regulatory authorities as aforementioned.

SmartPay will make reports to tax and regulatory authorities regarding transactions only as and if required by law.

M. Support

We will provide you with support to resolve issues relating to your SmartPay Account, your card payment processing and use of the Service according to our standard support terms which may be revised by us from time to time in our sole discretion. We will not provide such support to your customers, and you are not allowed to direct your customers to our support team. You, and you solely, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers' cards through the Service. Under all circumstances you shall remain the sole contact for your customers in respect of support.

At you request, we can provide you with a Test Card that enables you to test the services we provide to you and your clients, with no additional charges. You are solely responsible for keeping the Test Card details confidential, and not to deliver it to any third party. SmartPay will not be responsible for mal use of this Test Card.

N. Termination

The Agreement is effective upon the date you agree to it (including by electronically indicating acceptance) and continues so long as you use the Service or until terminated by SmartPay.

You may terminate this Agreement by closing your SmartPay Account. We may terminate this Agreement and close your SmartPay Account at any time for any reason effective upon providing you with notice. We may suspend your SmartPay Account and your access to the Service and any funds in your SmartPay Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your SmartPay Account, including without limitation credit or fraud risk; (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of a Payment Method; or (iv) as otherwise set forth herein.

Upon suspension or termination of your SmartPay Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all trademarks and logos for SmartPay and Payment Methods you accept through SmartPay, and stop accepting new transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your Payout Schedule. Upon termination, SmartPay reserves the right delete all of your information and account data stored on our servers

Termination does not relieve you of your obligations as defined in this Agreement and SmartPay may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement.

Sections C (Intellectual Property), D (Representations and Warranties), E (Restrictions and Requirements), G (Payments), L (Taxes) O (Security and Privacy), P (Confidentiality), R (Indemnity) and S (Limitation of Liability) shall survive the termination or expiration of this Agreement for any reason.

O. Security and Privacy

You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, Payment Method, or transaction information. To the extent you store or transmit any user, financial or transactional data, you agree to use only high industry-standard secure methods for such storage or transmission. You shall provide SmartPay with all details about your security methods at our first request. You shall not undermine, or assist any third party to undermine, any of SmartPay's security systems.

You shall immediately inform SmartPay in detail if you know of (or have any reason to know of) any breach of security with respect to any user, financial or transactional data. SmartPay may terminate or suspend this Agreement or your use of the Service at any time if it believes that you do not comply with industry-standard security requirements. If we believe that a security breach or compromise of data has occurred, SmartPay may require you to have a third party auditor, that is approved by SmartPay, to conduct a security audit of your systems and facilities and issue a report to be provided to SmartPay, financial banks, and the Payment Method.

SmartPay maintains commercially reasonable procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. SmartyPay will not reveal to you, or to anyone else (except is and as obligated by law) any information it holds regarding your customers (i.e. paying methods, purchasing methods, personal preferences etc.), and you agree not to claim any such information. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.

If you receive information about others through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the buyer customer.

We reserve the right to anonymously track and report a user's activity inside of your app in order to improve our service and product.

P. Confidentiality

You shall hold in confidence and not disclose or use (except as required for your performance under this Agreement), and information that SmartPay may provide to you regarding its business or technology ("SmartPay Confidential Information"). For the avoidance of doubt, all financial terms of the arrangement between you and SmartPay (such as your Fee schedule and terms of your Reserve Account) are the Confidential Information of SmartPay. You shall not disclose SmartPay Confidential Information to any third party, except for your employees who have a need to know such information for the purposes of this Agreement and who are bound by non-disclosure and non-use agreements no less restrictive than those set forth herein.

Q. Trademark Usage

You warrant and undertake towards SmartPay's Trademarks as follows: (a) You shall only use the current form of the Trademarks, which may be modified from time to time by SmartPay; (b) You shall not use the Trademarks in a manner that would jeopardizes SmartPay's proprietary rights in the Marks or jeopardize the Trademarks or damage or detract from SmartPay's goodwill or interest in the Trademarks; (c) You shall at all times use the Trademarks in conformance with SmartPay's Trademark Usage Guidelines, which may be changed from time to time and are available from SmartPay; (d) You shall submit to us for prior approval, in the manner in which we direct, all advertising, and other material on which any Trademark appears or in which You intend to use the Trademarks; (e) You acknowledges that the Trademarks (including the goodwill therein) are, and shall remain, the sole and exclusive property of SmartPay. No license, right or interest in any of SmartPay trademarks, trade names or service marks are conferred upon You except as specifically set forth in this Agreement.

All use of the Trademarks shall inure to the benefit of SmartPay. Any proprietary rights in the Trademarks which You may acquire through use or otherwise are hereby assigned to SmartPay and You agrees to execute any documents which may be required to perfect such rights in SmartPay.

You shall not file any application for trademark registrations for the Trademarks or any trademarks which are confusingly similar to the Trademarks or any other of SmartPay's trademarks.

You shall advise us of any infringement or potential apparent infringement of the Trademarks promptly upon becoming aware of any such infringement or potential infringement. Nothing contained in this Agreement shall be construed to require SmartPay to file any trademark application, secure any trademark registration, or maintain any trademark registration.

R. Warranty Disclaimer

THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK. NEITHER SMARTPAY NOR ANY PAYMENT PROCESSOR HAS ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICE, AND NEITHER SMARTPAY NOR ANY PAYMENT PROCESSOR CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO. NEITHER SMARTPAY NOR ANY PAYMENT PROCESSOR ENDORSES ANY PRODUCT OR SERVICE.

WITHOUT LIMITING THE FOREGOING, SMARTPAY DOES NOT WARRANT THAT THE SERVICES PROVIDED THROUGH THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THEY WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. SMARTPAY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LENGTH OF TIME NECESSARY TO PROCESS ANY TRANSACTION.

S. Indemnity

Without limiting the foregoing, you agree to defend, indemnify, and hold harmless SmartPay, any payment processor, and their respective employees and agents (collectively "Indemnitees") from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, including without limitations the provisions hereof regarding data security, (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, Fees, penalties and attorneys' fees; (iii) your, or your employee's or agent's, negligence or willful misconduct; or (iv) third party liabilities we incur as a direct or indirect result of your acts or omissions (including liability towards any Payment Method).

T. Limitation of Liability

IN NO EVENT SHALL SMARTPAY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE.

SMARTPAY'S CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SMARTPAY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF SMARTPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

U. General

This Agreement is governed by the laws of Cyprus. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate court located in Cyprus. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. SmartPay's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction. Assignments in violation of the foregoing shall be void. Subject to the foregoing, this agreement binds you and your respective heirs, representatives, successors and assigns.

No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations for payments of amounts due, including without limitation for Reversals, Chargebacks, Claims, fines, Fees, refunds or unfulfilled products and services.

These terms and conditions, all amendments thereto, and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and SmartPay with respect to the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

SmartPay may also use Customer Information to contact you with SmartPay newsletters, marketing or promotional materials and other information that may be of interest to you, including new any features that SmartPay may provide. If you decide at any time that you no longer wish to receive such communications, please follow the unsubscribe instructions provided in any of the communications or contact us via email at support@SmartPay.tv