Payment Pro Logistics, LLC, doing business as Payment Labs (“Payment Labs,” “us,” or “we”), provides a technology platform to facilitate the issuing and receiving of payments between its users (the “Users”). Users who receive payments are referred to herein as “Payees”, and those that issue payments are referred to herein as “Payors”.
The following terms of service (“Terms of Service”) govern all use of the Payment Labs websites, domains, and applications (including all webpages, subdomains and subparts therein contained, mobile applications, collectively, the “Site”), and all services available on or through the Site or otherwise provided by Payment Labs (collectively, the “Services”). The Services are owned and operated by Payment Labs. The Services are offered only to individuals who are at least 13 years of age (18 for Payment Services) and have not been previously banned, blocked, or suspended from our Services.
THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST PAYMENT LABS FOR USERS LOCATED IN THE UNITED STATES;(C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF PAYMENT LABS; (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF PAYMENT LABS; AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST PAYMENT LABS ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.
1. Acceptance and Changes.
1.1 Acceptance. The Services are offered subject to your acceptance without modiﬁcation of all of the terms and conditions contained herein, all terms and conditions incorporated by reference herein, and all other operating rules, policies and procedures that may be published from time to time on the Site by Payment Labs (collectively, the “Terms”). By using or accessing any part of the Services, or by clicking on any button indicating your acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms, are at least 13 years of age, and that you have not been previously banned, blocked, or suspended from the Services.
1.2 Changes to these Terms of Service. Except with respect to the arbitration provisions contained herein, Payment Labs reserves the right, at its sole discretion, to modify or replace any part of these Terms of Service (or any of the agreements that make up these Terms of Service or are incorporated by reference herein) at any time (collectively “Changes”). Changes will be posted to the Site and in certain circumstances Payment Labs may provide you with additional notice through email or with in-App communications. Changes will be effective immediately. It is your responsibility to check these Terms of Service and other Terms periodically for Changes. Your continued use of the Services following the effectiveness of any Changes constitutes acceptance of those Changes as well. If you do not accept any Changes then you must cease accessing, browsing, and otherwise using the Services.
2. The Services.
2.1 Use of Services. Payment Labs hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services, solely for your internal, non-commercial purposes, and at all times in compliance with these Terms of Services and solely to the extent permitted by all applicable laws. You may use these Services for the purposes of browsing the Site, utilizing the features offered on or through it, and viewing, registering for, creating, organizing, managing, running, and interacting with, the features offered on the Site.
2.2 Prohibited Conduct. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly:
2.3 Other Users. The Services provide a means for enabling connections between Users, but Payment Labs is not responsible for actions or activities of its Users. Payment Labs does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of the information Users provide, including information related to Payouts (deﬁned below), and is not responsible for any errors, acts, or omissions of its Users. You are advised to exercise caution and common sense to protect your personal safety and property the same as you would when interacting with any stranger. Payment Labs is not responsible for the conduct or performance, whether online or offline, of any User of the Services.
2.4 Payment Services. The Services include Payment Labs’ payment services to Payors which provide a means by which payments (“Payouts”) can be remitted by Payors to Payees (“Payment Services”). The following apply to Payment Services:
2.5 Third Parties. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions from third-party service providers. If there is a conflict between these Payments Terms and terms and conditions applicable for a speciﬁc Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless speciﬁed otherwise. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Payment Labs is not responsible for any such fees and disclaims all liability in this regard.
2.6 Identity Verification Services. To the extent that Payment Labs provides or makes available Identity Verification Services to you, said Identity Verification Services shall be provided in accordance with and shall be subject to the Identity Verification Services Terms which are attached hereto as Exhibit A and are hereby incorporated by reference herein.
“Identity Verification Service” or “IDV” means the identification verification service made available by Payment Labs that uses an identification document and Biometric Data, namely facial geometry information, to confirm the identity of an end user.
“Biometric Data” means personal data resulting from specific technical processing relating to the physical physiological, or behavioral characteristics of a natural person, which allows or confirms the unique identification of that natural person, such as information regarding facial geometry.
4. Account Registration.
4.1 Creation of Account. To sign-up as a registered User of the Services, you are required to create an account. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. Payment Labs reserves the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof) if you provide information that is untrue, inaccurate, incomplete, or not current; or we suspect that such information is untrue, inaccurate, incomplete, or not current.
4.2 Account Security. You are required to keep your account information conﬁdential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your account or any other breach of security. Payment Labs cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this section or from any unauthorized access to or use of your account. You shall be liable for all use of your account credentials, whether or not authorized by you.
4.3 Account Ownership. Accounts are presumed to be registered by the person or entity indicated in the registration information. You represent that you have the authority to bind the person or entity listed as the owner of an account. In the event of any dispute between two or more parties as to account ownership, you agree that Payment Labs shall be the sole arbiter of such dispute in its sole discretion and that Payment Labs’ decision (which may include termination or suspension of any account subject to dispute) shall be ﬁnal and binding on all parties.
4.4 Account Termination. Payment Labs, in its sole discretion, may terminate your password, accounts (or any part thereof), and/or your right to use the Services (or any portion thereof), and remove and discard any and all of your information within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Payment Labs, or if Payment Labs believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. You agree that any termination of your right to use the Services may be affected without prior notice and acknowledge and agree that Payment Labs may immediately deactivate or delete your account and all related information and ﬁles related to your account and/or bar any further access to such ﬁles or the Services. Further, you agree that Payment Labs shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of these Terms of Service that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemniﬁcation obligations, disclaimers of warranties, and intellectual property ownership provisions, protections, and licenses).
Users agree to pay Payment Labs all applicable service fees (“Service Fees”). Payment Labs reserves the right to change the Service Fees at any time, and will provide Users adequate notice of any fee changes before they become effective. Such fee changes will not affect any fees agreed to in writing by the Parties in a duly executed Master Services Agreement or order form for the duration that said Master Services Agreement or order form is in effect. You are responsible for paying any Service Fees that you owe to Payment Labs. Service Fees are non-refundable.
6. IP Ownership and Third Party Content.
6.1 Site Content. Payment Labs and/or its licensors retain all rights to all data and information on our sites and online services, including text, graphics, images, designs, articles, business processes, and any other form of content (collectively referred to as “Content”). Users shall have only those rights in and to the Content that are expressly granted to it pursuant to these Terms of Service, and all rights are otherwise reserved. Reproducing, copying, or distributing any Content for any other purpose is strictly prohibited without the express prior written permission of Payment Labs.
6.2 Third Party Content, Products, and Services. The Services may enable a User to link to websites, and access content, products or services of third parties. Payment Labs is not responsible for any third party websites, or third party content provided on or through the Services. You bear all risks associated with the access and use of such websites and third party content, products and services.
6.3 Your Feedback. We welcome feedback, comments and suggestions for improvements to our Services (“Feedback“). Any Feedback you submit to us will be considered non-conﬁdential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
6.4 The Services. Payment Labs (or its licensors) owns all worldwide right, title, and interest in and to the Services, all of their underlying technologies, all derivatives thereof, and all worldwide intellectual property rights therein.
Except as expressly described herein, this Agreement does not grant you any intellectual property license or rights in or to the Services, any of their components, or any trademarks, service marks, or other intellectual property of Payment Labs, whether by implication, estoppel, or otherwise.
7. Disclaimer of Warranties.
The Services are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and ﬁtness for a particular purpose, and non-infringement. Payment Labs does not represent or warrant that content or information provided through the Services are accurate, complete, reliable, current, or error-free. Payment Labs does not represent or warrant that the Services are free of viruses or other harmful components and, therefore, you should use an industry recognized software to detect and remove viruses from any download. No advice or information, whether oral or written, obtained by you from Payment Labs or through the Services shall create any warranty not expressly stated herein.
8. Release of Liability.
In consideration of being permitted to access and use the Services, you hereby agree to release Payment Labs and its afﬁliates and subsidiaries, and their ofﬁcers, directors, employees, and agents from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including Payors, Payees, and other Users) in connection with the Services or your access and use of the Services. In connection with the foregoing release, you hereby waive California Civil Code 1542 and any other applicable law or statute, which says, in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
9. Limitation of Liability and Damages.
9.1 The following is applicable for Users in the USA and rest of the world (outside the European Union):
9.2 The following is applicable to Users in the European Union:
9.3 Indemniﬁcation. To the maximum extent permitted by applicable law, you agree to release, defend (at Payment Labs’ option), indemnify, and hold harmless Payment Labs and its afﬁliates and subsidiaries, and their ofﬁcers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms of Service, any terms referenced or incorporated by reference herein, or our Policies, (ii) your improper use of the Services or the Site, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of use of the Services or Site, (iv) your breach of any laws, regulations or third party rights, or (v) your gross negligence or willful misconduct.
ONLY FOR USERS LOCATED IN THE UNITED STATES.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES AND CANNOT BE SETTLED BY ARBITRATION, OR AS OTHERWISE ALLOWED PURSUANT TO SECTION 10.5 BELOW) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED.
10.1 Pre-Arbitration Dispute Resolution. Prior to initiating an arbitration, you and Payment Labs each agree to notify the other party of the dispute and first attempt to negotiate an informal resolution. We will contact you at the email address you have provided to us; and you can contact Payment Labs by emailing us. If after a good faith effort to negotiate a resolution, one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
10.2 Agreement to Arbitrate. You and Payment Labs agree that any dispute, claim, or controversy, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services (collectively, “Disputes”) will be settled through binding arbitration and not in a court of law. You and Payment Labs each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualiﬁes and cannot be settled by arbitration, or as otherwise allowed pursuant to Section 10.5 below) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated, or representative proceeding. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of this Section is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in these Terms of Service.
10.3 About Binding Arbitration. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review.
10.4 Scope of Agreement. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms of Service and/or your use of the Services.
10.5 Exceptions. Notwithstanding this Agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualiﬁes), (ii) bring issues to the attention of federal, state or local agencies, including, for example, the Federal Trade Commission and the California Division of Consumer Services, which agencies may be able to seek relief on a party’s behalf (the Complaint Assistance Unit of the Division of Consumer Services may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210), and (iii) bring suit in court to seek a preliminary injunction or other interim relief pending the outcome of arbitration.
10.6 No Class Actions. YOU AND PAYMENT LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
10.7 Notice of Dispute. A party who intends to seek arbitration must ﬁrst send to the other a written Notice of Dispute (“Notice”). The Notice to Payment Labs must be addressed to the address in Section 11.4 below (“Notice Address”) and must be sent by certiﬁed mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with Payment Labs and must be sent by certiﬁed mail. If Payment Labs has no records of such physical address, such notice may be delivered to your email address on record with Payment Labs. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the speciﬁc relief sought. If Payment Labs and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Payment Labs may commence an arbitration proceeding.
10.8 Arbitration Proceedings. The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modiﬁed by this Section 10, and will be administered by the AAA and settled by a single arbitrator. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 10.8. Unless Payment Labs and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA shall determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufﬁcient to explain the essential ﬁndings and conclusions on which the award is based. All decisions by the arbitrator shall be ﬁnal and binding and judgment on the award rendered may be entered in any court having jurisdiction.
10.9 Costs of Arbitration; Legal Fees.
(a) Payment of all ﬁling, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Payment Labs and the value of the relief sought is ten thousand dollars ($10,000) or less, then Payment Labs will advance all ﬁling, administrative, and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be prohibitively more expensive than a court proceeding, then Payment Labs will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to reimbursement as set forth below). In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Payment Labs for all such cost and expenses that Payment Labs paid and that you would have been obligated to pay under the AAA rules.
(b) Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator shall award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) Payment Labs will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
10.10 Future Changes. Notwithstanding any provision in these Terms of Service to the contrary, you and Payment Labs agree that if Payment Labs makes any future change to this arbitration provision (other than a change to the Notice Address) Payment Labs will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address described above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodiﬁed by such rejected change.
10.11 Special Severability. In the event that the provisions of Section 10.6 above are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 11.3 (“No Waiver”), the entirety of this Section 10 shall be null and void with respect to such dispute or claim and Section 11.2 shall apply in lieu of this Section 10.
11. General Terms.
11.1 Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. The parties agree that the Uniform Computer Information Transactions Act as enacted by any State of the United States shall not apply to this Agreement or any performance hereunder and the parties expressly opt-out of the applicability of UCITA to this Agreement.
11.2 Forum. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate (if allowed) or for any other reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court located in Orange County, California, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in Orange County, California. Both you and Payment Labs agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.
11.3 No Waiver. The failure of either party at any time to require performance by the other party of any provision of these Terms of Service shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Terms of Service be taken or held to be a waiver of any further breach of the same provision.
11.4 Notice. Notices to Payment Labs may be sent by registered mail or nationally recognized express courier to 14403 Tiara Street, Unit 8, Van Nuys, CA 91401 or other notice address provide to you in writing by Payment Labs.
Notices to you may be sent via registered mail or nationally recognized express courier to a mailing, home or payment address currently on record with Payment Labs; or via electronic means to your e-mail address on record with Payment Labs.
Notices to you regarding changes to these Terms of Service or other matters may also be provided by displaying notices or links to notices to you generally on the Services.
Notices sent in accordance with this Section 11.4 shall be deemed effective: a.) if provided by registered mail or express courier, on receipt by the receiving party or upon receiving party’s refusal of delivery thereof; b.) if provided by e-mail, upon being sent to the appropriate e-mail address; or c.) if provided on the Services, upon conspicuous notice being made thereon.
11.5 Assignment. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Payment Labs without restriction. Any assignment attempted to be made in violation of these Terms of Service shall be void.
11.6 Severability. If any provision of these Terms of Service or any guidelines is held to be unlawful, void, or for any reason unenforceable, then for both you and Payment Labs that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
11.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Service, and will not be deemed to limit or affect any of the provisions of it.
11.8 Survival. Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
11.10 Time to Bring Claims. Any cause of action arising out of or related to the Services must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
11.11 No Professional Advice. None of the Services are intended to provide professional advice, including but not limited to, accounting, legal, medical, or financial advice. All information provided in relation to such matters are for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service without further consultation from a professional advisor. You are advised to seek legal, financial, and other professional advice from a licensed and qualified person in the applicable area.
If you have any questions or suggestions regarding these Terms, please contact email@example.com.
IDENTITY VERIFICATION SERVICES TERMS
Your use of the Identity Verification Service (as defined below) shall be governed by both the Terms of Service (referred to herein as the “Agreement” or “TOS”) and these Identity Verification Services Terms (the “IDV Terms”). Should any conflict arise between the Agreement and these IDV Terms, these IDV Terms shall control, but solely with respect to your use of the Identity Verification Service.
Capitalized terms within these IDV Terms shall have the meanings set forth below.
1.1 “Identity Verification Service” or “IDV” means the identification verification service made available by Payment Labs that uses an identification document and Biometric Data, namely facial geometry information, to confirm the identity of an end user.
1.2 “Biometric Data” means personal data resulting from specific technical processing relating to the physical physiological, or behavioral characteristics of a natural person, which allows or confirms the unique identification of that natural person, such as information regarding facial geometry.
1.3 “Biometric Information” means any information, regardless of how it is captured, converted, stored, or shared, based on an individual’s Biometric Data.
1.4 “Biometric User” means you who are requested or required by us to use the Identity Verification Service.
2.1 IDV Use is Optional. Use of the IDV is optional. In certain jurisdictions, there are laws and regulations that govern the collection, use, and retention of biometric information, which potentially may apply to your Biometric User’s use of the IDV. To the extent the Biometric User elects to use the IDV, Biometric User agrees to comply with all such laws and regulations. In the event the Biometric User is unwilling to comply with laws and regulations relating to the use of Biometric Data, Biometric User shall not use the IDV.
2.2 Requirements for use of IDV. Before Biometric User or any Biometric User is permitted to use the IDV in a jurisdiction where laws and regulations potentially govern such use, Biometric User will comply with the following requirements, in addition to any other requirements imposed by potentially applicable law (to the extent there is a conflict between the requirements below and the requirements of potentially applicable law, Biometric User will comply with potentially applicable law):
2.2.1 Biometric User Notice and Consent. We will provide notice and procure and retain appropriate consents or releases from Biometric User in the manner and to extent the same are required by applicable law, including:
2.4 Retention and Purging of Biometric Data. We will work with Biometric User to ensure that Biometric Data is retained and purged in accordance with applicable law. To the extent necessary for the purging or deletion of such Biometric Data, we agree to provide timely notification to Biometric User of the satisfaction of the purpose for which Biometric Data was collected with respect to any given Biometric User. We are not responsible for the Biometric User’s failure to provide timely notification of the satisfaction of the purpose for which Biometric Data was collected with respect to any given Biometric User.
2.5 Third Party Beneficiary. Notwithstanding anything to the contrary in the TOS or these IDV Terms, Biometric User agrees that we and licensor of the IDV (and their respective successors and assigns) are third party beneficiaries of this Agreement solely as it relates to the IDV.
2.6 Additional Termination Provisions for the IDV. If we determine that Biometric User has failed to comply with any potentially applicable laws and regulations applicable to the IDV, we may, in our sole discretion and upon notice to Biometric User, immediately suspend or terminate provision of the IDV to Biometric User. In addition, we may cease the provision of the IDV at any time at its sole discretion, with or without notice.
3. IDV SERVICE AND FEE
3.1 IDV Service. We shall provide the IDV to Biometric User subject to the terms of the TOS and these IDV Terms.
3.2 Per Verification Fee. As consideration for Biometric User’s use of the IDV, Biometric User may be charged a fee per identity verification initiated. Said fee shall be paid in accordance with the payment terms described in the TOS.
4.1 Indemnity. Without in any way limiting Biometric User’s indemnification obligations in the TOS, Biometric User shall defend, indemnify, and hold us and our successors, assigns, and licensors harmless from any and all claims, actions, and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys’ fees) arising from any claim, action or proceeding based upon or in any way related to Biometric User's breach or alleged breach of any representation, warranty or covenant in these IDV Terms; or any claim, action, or proceeding initiated by any Biometric User.
5. WARRANTIES AND DISCLAIMERS
5.1 Disclaimer. THE IDV IS PROVIDED “AS-IS”. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE IDV TERMS OR THE IDV. WITHOUT LIMITING THE FOREGOING, WE DISCLAIMS ANY WARRANTY THAT THE IDV WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE IDV AS TO NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, OR FITNESS FOR A PARTICULAR PURPOSE. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
6. LIMITATION OF LIABILITY
6.1 Liability Limits. IN NO EVENT SHALL WE BE LIABLE TO BIOMETRIC USER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE IDV TERMS, IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO BIOMETRIC USER IN CONNECTION WITH THESE IDV TERMS OR BIOMETRIC USER’S ACCESS TO AND USE OF THE IDV EXCEED THE SUM OF ALL FEES PAID TO US BY BIOMETRIC USER FOR THE USE OF THE IDV IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO THE LIABILITY.
LIMITATIONS OF LIABILITY CONTAINED IN THESE IDV TERMS ARE IN ADDITION TO, AND NOT IN LIEU OF, ANY LIMITS OUTLINED IN THE TOS.
6.2 Acknowledgment. The Parties acknowledge that the limitations and exclusions contained in this Section 6 and elsewhere in these IDV Terms have been the subject of negotiation between the Parties and represent the Parties’ agreement based upon the perceived level of risk associated with their respective obligations under these IDV Terms, and the payments made hereunder. Without limiting the generality of the foregoing, the Parties acknowledge and agree that a.) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and b.) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose.
7. ADDITIONAL TERMS
7.1 Third-Party Terms. Biometric User acknowledges and agrees that these IDV Terms, and any other terms agreed to by the Parties, Biometric User’s use of the IDV is subject to terms and conditions of the third-party licensor of the IDV. Biometric User agrees to such terms and agrees to require Biometric Users’ agreement to such terms.
7.2 Ownership. The IDV, its materials, any product and/or service made available to Biometric User by us, and all intellectual property rights therein, are owned by us and/or its licensors. All rights not expressly granted by us herein are reserved thereby, and no rights are granted by implication, estoppel, or otherwise**.**
7.4 Entire Agreement. These IDV Terms constitute the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter herein. These IDV Terms may not be modified or amended except in a writing signed by a duly authorized representative of each Party.
7.5 Term; Survival. These IDV Terms shall be effective immediately and shall continue in effect until the later of: a.) the expiration or termination of the TOS; and b.) Biometric User’s and its Biometric Users’ ceasing use of the IDV. The following sections of these IDV Terms shall survive its termination or expiration: 2, 3, 4, 5, 6, and 7.
7.6 Headings. The headings in these IDV Terms are for the convenience of reference only and have no legal effect.
Last Updated May 23, 2023
By using the IDV, you accept and agree to the terms of this Policy and consent to our collection, use, disclosure, retention, and protection of Biometric Data as described herein.
TYPE OF BIOMETRIC DATA COLLECTED
WHY BIOMETRIC DATA IS COLLECTED
HOW BIOMETRIC DATA IS COLLECTED
HOW BIOMETRIC DATA IS USED AND SHARED
HOW LONG BIOMETRIC DATA IS RETAINED
Payment Labs and our IDV service provider implement and maintain reasonable security measures to protect your Biometric Data from unauthorized access, disclosure, alteration, or destruction. These measures may include encryption, access controls, secure storage, and regular security assessments.
HOW BIOMETRIC DATA IS DELETED
Payment Pro Logistics LLC
14403 Tiara Street Unit 8
Van Nuys, CA 91401 USA
Phone: +1 424 218 6506