Terms and Conditions

Pagos Solution

Pagos Solutions, Inc. is payment intelligence solutions provider that helps merchants and businesses to manage, analyze, and process data (e.g. order, transaction, payment method, returns, refunds, chargebacks, disputes, settlements) from payment processors, acquirers or platforms. The data records are provided by merchants or third party payment processors or platforms who process wallet, mobile, credit, bank account, debit or credit card payments and by banks and other financial institutions or companies

Terms and Conditions for Pagos Service

IMPORTANT:

READ CAREFULLY ALL THE GENERAL TERMS AND CONDITIONS OF THIS SOFTWARE AS A SERVICE AGREEMENT (“AGREEMENT”) BETWEEN PAGOS SOLUTIONS, INC. (DE) (HEREINAFTER REFERRED TO AS “PAGOS,” “SERVICE PROVIDER”, “WE” OR “US”) AND YOURSELF (HEREINAFTER REFERRED TO AS “YOU” OR “SUBSCRIBER”) BEFORE CONTINUING REGISTRATION.

BY CLICKING THE “I ACCEPT” BUTTON OR OTHERWISE ACCEPTING THE AGREEMENT, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THISAGREEMENTON ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE “YOU” OR “YOU’RE” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THE AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1.0: Definitions.

1.1 “Affiliate” means any entity that a Party Controls or that Controls a Party. “Control” means: (a) that entity directly or indirectly owns more than 50% of such Party; or (b) that entity has the ability to direct the affairs of such Party through any lawful means (e.g., a contract that allows control).
1.2 “Connection Data” means Your login and password, which enable the access to the Services.
1.3 “Effective Date” means the date on which You agree to be bound by this Agreement by selecting “I Agree” or otherwise accepting the Agreement through an Ordering Document.
1.4 “Parties” means You and Us.
1.5 “Party” means You or Us, as applicable.
1.6 “User(s)” means the individual users of the Service, as authorized entity Subscribers, such as employees, contractors, agents and/or third parties.

2.0: Services

Subject to the terms of this Agreement, We shall provide payment intelligence solutions through an integrated API, user interface, visualization, monitoring, and data services that consolidate and provides specified analysis of Your payment data (altogether “Services”) as described herein, and grant You a limited, non-exclusive, non-transferrable, non-sublicensable, and royalty-free license, as detailed in this Agreement therefor.

We provide the Services as-is. You accept and understand that, from time to time, additional features or functionalities, as well as any customizations may be provided by Us at Our discretion, and that You may be asked to pay additional fees for use of those new or additional features, functionality, customizations or Services.

You should not utilize Services for any legal, regulatory or government compliances of any kind that may be applicable to Subscribers. Pagos is not designed for that purpose and Pagos is not liable to ensure that the Services fulfill any legal requirements applicable to Yourself or Your business or Affiliates unless otherwise agreed to in writing

You are solely responsible for obtaining any hardware or software (other than Our software running the Services) necessary for proper functioning of the Services, as well as any training or integration necessary for the use of the Services as relevant.

We reserve the right to enhance and/or change the features of the Services at Our discretion, without materially reducing the core functionality of the Services. We may offer additional optional features and/or functionalities. You accept that you shall be entitled to use any such features or functionalities upon payment of the related additional fees.

3.0: Subscriber Responsibilities

3.1: Compliance

Subscribers shall comply with the provisions of this Agreement at all times. Subscribers shall further comply with applicable laws in connection with their use of the Services, including those laws related to data privacy. Use of Pagos Services is not a substitute for Your legal compliance requirements including without limit, any government or agency reporting requirements, taxes, or otherwise. Subscribers shall ensure that its Users comply with all legal and contractual requirements and shall be directly liable for any breach of Users. Any references to Subscribers, or You hereunder shall in such cases be deemed to apply directly to Users, as applicable.

3.2: Business Representative

You affirm to Pagos that (i) You are authorized to provide the information required under this Agreement and to be bound to this Agreement and (i) the person agreeing to the terms of this Agreement is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require You to provide additional information or documentation demonstrating authority. Without the express written consent of Pagos, You may not register or attempt to register for Pagos on behalf of a user Pagos previously terminated from use of the Services.

If you are a sole proprietor, You also affirm that You are personally responsible and liable for Your use of the Services and Your obligations to Users, including payment of any amounts owed under this Agreement.

3.3 Safety and Security

Subscribers shall take reasonable measures for security of the Services, such as securing Connection Data and other account information. You agree that any actions taken via use of Your Connection Data shall be deemed to have been taken by You and that You shall be directly liable for such actions. Subscribers shall also have in place daily back-up of their data and effective firewall together with virus prevention measures.

3.4: Content

Subscribers shall solely be liable for all of their content or data and onboarding to the Pagos Services and features. All content or data transferred to Our systems within the scope of this Agreement or the Services must be legal and shall comply with any and all legal obligations concerning collection, use, processing and transfer of such content and data. You understand and accept that We are entitled to remove, or request removal or revision of any content or data that is illegal (including illegal processing), in breach of this Agreement or any Service Provider policies effective at the time. We may further resort to legal proceedings for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; further legal action; and/or disclosure of any illegal content or information to law enforcement authorities as We reasonably feel is necessary or appropriate. We exclude and disclaim all liability for actions taken in response to breaches of this Clause. The responses described in this Clause are not limited, and We may take any other action We reasonably deem appropriate.

3.5: Restrictions on Use of Services

You agree not to use, or encourage, promote, facilitate or instruct others to use the Services to:

Commit or encourage fraudulent or other illegal activities in violation of the Agreement, Our policies or any applicable law, regulation, or legal agreement.

Infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections.

Use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable.

Access or probe any network, computer or communications system, software application, or network or computing device systems without authorization, including but not limited to breaches, vulnerability scans or penetration testing.

Attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, systems or services, including but not limited to Denial of Service (DoS), unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots).

Distribute unwanted, unsolicited or harassing mass e-mail or other messages, promotions, advertising, or solicitations. Alter, forge or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

You further agree and accept:

Not to disable, interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Services.

Not to use the Services, nor access any system used to provide the Services, without Our authorization.

Not to access any Service or restricted area within a Service to which You are not permitted access. Not to attempt to probe, scan, or test the security measures of any system used to provide the Services.

Not to access or use the Services in a manner designed or intended to exceed usage quotas or limits placed upon Your account (if any), nor in any manner designed to avoid the incurrence of additional fees based on such use.

3.6: Unauthorized Use

All Subscribers undertake to:

(a) notify Us immediately of any unauthorized use of Connection Data or any other account information or other known or suspected breach of security, and (b) report to Us immediately and use reasonable efforts to stop any unauthorized use of the Services.

4.0: Data Protection and Privacy

We shall access and use Connection Data and any Subscriber content and data to the extent reasonably required to provide the Services and only in accordance with Our Privacy Policy.

We may transfer, copy, backup, and store Connection Data, Subscriber content, or data in the United States or other countries or jurisdictions outside Your country as a part of the Services.

In case of any processing (including use, transfer, hosting, etc.) of third party data within the scope of the Services, Subscriber shall be solely responsible for obtaining the legally required consents from third parties whose data is processed or transferred within the scope of this Agreement or use of the Services and supplying such to Pagos accurately and promptly.

5.0: Fees and Payments

5.1: Payments

You shall pay the published fees applicable for Your chosen subscription package at the beginning of each subscription period. You acknowledge that payment of subscription fees is a prerequisite for commencement of Services and that We shall be entitled to suspend commenced Services in case of delay in payments. Any payments due for additional services or changes to the Service scope shall also be payable prior to effective date of the commencement of additional service or change to Service scope. You will provide a valid payment card to Pagos for collection of payment for Services You purchase or use, which You authorize Pagos to charge such fees incurred in accordance with the payment card services agreement.

5.2: Changes in Fees

We may update subscription fees from time to time by notifying You in advance. Your subscription fees may also increase as a result of Your higher volume or usage. You accept and acknowledge that any such change shall be applicable following expiration of the existing subscription term.

5.3: Changes in Service Scope

You may change to a larger subscription package any time during the term of this Agreement. Any change requests concerning decrease in the subscription package shall be applied following the expiration of the existing subscription term, if applicable.

6.0: Taxes

You shall be liable for all sales, value added, general standard and similar taxes, levies, duty, or charges imposed by any governmental authority, related to or arising from your use of the Services.

7.0: Intellectual Property Rights

7.1: Ownership

You shall retain all rights to and information, content or data transferred to us within the scope of the Services. We and/or our licensors own all intellectual property rights to the Services, related software and any documentation. This ownership extends to all copies and portions of, and all improvements, enhancements, modifications and derivative works to these items, regardless of whether carried out within the scope of this Agreement or at the request of Subscribers.

7.2: License.

Upon execution of the Agreement and commencement of Services, We grant You a limited, nontransferable, non-sublicensable, non-exclusive and royalty free right to use the Services, related software and documentation; to the extent such use is required to use the Services as set forth in this Agreement.

This license does not provide the right to modify, alter, or otherwise create derivative works from the Services or any software to which You are provided access as part of the Services. You shall not disassemble, decompile, or reverse engineer any such software, or attempt to do so.

Your License Grants.

By accepting this Agreement and commencing use of the Services, You grant Us a worldwide, nonexclusive, transferrable license to access to use, reproduce, electronically distribute, and display Your data for the following purposes: (i) providing and improving the Pagos Services, including the collection, processing and use of such data for the purposes of Pagos providing and improving the benchmarking and recommendation services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such such data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the User or Subscriber. Subscriber undertakes to provide all notices and obtain all consents necessary for Pagos’ use of Your data set out above. You also grant Us a worldwide, non-exclusive, perpetual, irrevocable license to use or transfer any feedback on the Services. With this license, We shall be entitled create and distribute or allow others to create and distribute any product or service that incorporates Your feedback. You understand and acknowledge that You shall not be entitled to any royalties or other payments due to any such use.

8.0: Suspension of Services

We may suspend access to all or any part of the Services for cause; immediately without prior notice, in case of non-compliance with any Service Provider policies effective at the time.

Services shall resume following remedy of the non-compliance or default. Our right to terminate this Agreement for cause is reserved.

You accept that, in the above cases, You shall be liable for the full amount due for Services, and no refunds shall be made for the term of suspension.

9.0: Term and Renewal of Services

9.1: Agreement Term

This Agreement shall come into effect on the Effective Date and shall be binding on the Parties throughout the term of Services, unless terminated by either Party as per the provisions of this Agreement.

9.2: Service Term

Services shall commence with the payment of the related annual subscription fee and resume for the term of the subscription package chosen by You.

9.3: Renewal Term

Services shall automatically renew upon completion of the subscription term, under the same conditions, unless You update your subscription or terminate the Agreement as per the provisions hereunder.

10.0: Termination

10.1: Termination for Convenience

You may choose to terminate this Agreement at any time, to become effective at the end of the thencurrent
subscription term. There are no refunds or prorated amounts returned if cancelled early.

10.2: Termination for Cause

If either Party materially breaches any of its duties or obligations hereunder and such breach is not cured within thirty (30) calendar days after written notice of the breach, the non-breaching Party may terminate this Agreement for cause as of a date specified in such notice.

10.3: Return of Payments

Subscribers accept and agree that, except where the Agreement is terminated by a Subscriber for cause, or by Us for convenience, We shall not return any prepaid amounts.

10.4: Access to Account.

Your access to Your account shall be suspended immediately upon termination of this Agreement. We shall not be obliged to store or share with you any of Your content or data following the date of such termination, unless We are required to do so legally or per Our business practices.

11.0: Confidentiality

11.1: Definition

“Confidential Information” means any information disclosed by a Party to the other Party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself.

11.2: Confidentiality

During the term of this Agreement and for five (5) years thereafter, each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each Party shall promptly notify the other of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the Party hereunder. Each Party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

11.3: Exceptions.

Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving Party, (b) is known to the receiving Party, without restriction, at the time of disclosure or becomes known to the receiving Party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing Party, or (c) is independently developed by the receiving Party without use of the Confidential Information as demonstrated by the written records of the receiving Party. The receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence of this Agreement and the relationship of the Parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information.

12.0: Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE, (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

13.0: Limitation on Damages

In no event are either Party liable for the following types of damages:

• (a)any indirect, incidental, exemplary, special or consequential damages;
• (b)loss or corruption of data;
• (c)loss of revenues, profits, goodwill or anticipated sales or savings;
• (d)procurement of substitute goods and/or services; or
• (e)interruption to business or wasted administrative time.

The sole and exclusive remedy of a service credit shall and does replace all other damages irrespective of the theory of liability, or whether related to Your use or inability to use the Services, or otherwise. The sole and exclusive remedy of “service credits” displaces all other remedies. The sole and exclusive remedy of service credits applies even if either Party has been advised of the possibility of such damages.

You accept that the above exclusions shall not apply to Your liability for breach of Our intellectual property rights.

To the extent allowed by law, Our maximum liability (which includes, collectively, Our Affiliates, officers, directors, employees, agents, suppliers and licensors) shall not exceed the fees You have paid to Us during the twelve (12) months before the last event that gave rise to Your claim. This limitation of liability applies whether the claims are contract, tort (including negligence), or otherwise. This limitation of liability for Services is in the aggregate and not per incident.

Except for Your breach of Our intellectual property rights, neither Party may bring a claim under this Agreement more than eighteen (18) months after the event that creates the action or claim.

14.0: General Provisions

14.1: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California, without regard to choice of laws. Parties each hereby consent and submit to the jurisdiction of California in all questions and controversies arising out of this Agreement.

14.2: Force Majeure

Neither Party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, virus, pandemic, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed Party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. Either Party shall be entitled to terminate the Agreement in the event that the force majeure event lasts for more than thirty (30) days. In cases where the force majeure event causes an interruption to the Services, the term of interruption shall be added to the end of the then current term of Services.

14.3: Amendments

We may amend this Agreement and any of Our policies concerning the use of Our Services any time. Subscribers should visit our website periodically to access the latest version of this Agreement and Our policies.

14.4: Relationship of the Parties

The Parties are independent contractors and nothing in this Agreement constitutes a partnership, employment or agency between the Parties. Neither Party shall be entitled to contract on behalf of the other, or bind the other Party in any way.

14.5: No Waiver

The failure of either Party at any time to require performance by the other Party of any provision of this Agreement 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 Agreement be taken or held to be a waiver of any further breach of the same provision.

14.6: Severability

If any particular term of this Agreement is not enforceable, this will not affect any other terms.

14.7: Notices

We may be required by a government to notify You of certain events. You hereby acknowledge and consent that such notices will be effective upon their posting on Our website or delivery to Your e-mail. If you do not provide Us with accurate information, or if you do not keep Your e-mail contact information up-to-date, We shall not be held liable for failure to notify you. Any communications to Us should be sent to .

14.8: Assignment

Neither Party shall assign its rights or obligations under this Agreement without prior written approval of the other Party with any such assignment being null and void. However, We reserve the right to use third party services or sub-contract Our undertakings in the provision of the Services.

14.9: Entire Agreement

This Agreement, Privacy Policy, and Data Policy, constitute the entire agreement and any reference to Agreement hereunder shall include the Services and fees therefor. This Agreement supersedes any and all previous representations, understandings, or agreements between the Parties.

14.10: Notices

All notices from one Party to the other under this Agreement will be in writing and will be deemed given when (i) delivered personally with receipt signature; (ii) sent via certified mail with return receipt requested; (iii) sent via email, telex, telecopier or fax, all with confirmation of receipt; or (iv) sent by commercially recognized messenger or courier service with or without receipt signature required, to the following address to Subscriber or Pagos directly.

14.11: Integration

This Agreement, the Services and fees, and Privacy policy, constitute a complete and exclusive final written expression of the terms of agreement between the Parties regarding the subject matter hereof. It supersedes all earlier and contemporaneous agreements, understandings and negotiations concerning the subject matter. In the event of any conflict, this Agreement shall govern all issues relating to Intellectual Property Rights, warranty, indemnity, and liability issues.

14.12: Amendment

There will be no modification to this Agreement unless it is in writing signed by duly authorized representatives of each Party. Any representations, promises, warranties or statements made by either Party that differ in any way from the terms of this Agreement will not be binding on either Party and will be void unless made in writing and signed by a duly authorized representative of each Party. Other than an Order Form or a valid amendment in writing signed by the Parties, no document or preprinted form shall be used to modify, interpret, supplement, add to, or alter in any way the terms and conditions of this Agreement. Any restrictive endorsement on any check or any instrument of payment to a Party that purports to alter this Agreement or any of the Parties’ rights will be deemed void and of no force or effect.

14.13: Assignment or Change in Control

This Agreement may not be assigned by either Party without the prior written approval of the other Party, but may be assigned without consent in the event of a merger or reorganization in which the surviving entity owns or controls more than 50% of the acquired Party and agrees in writing to assume the obligations under this Agreement. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Customer that results, or would result, in a direct competitor of Provider directly or indirectly owning or controlling 50% or more of Customer shall entitle Provider to terminate this Agreement for cause immediately upon written notice.

14.14: Independent Contractor Status

Each Party is an independent contractor in relation to the other Party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Each Party shall remain responsible, and shall indemnify and hold harmless the other Party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, workers’ compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective people.

14.15: Security, No Conflicts

Each Party agrees to inform the other of any information made available to the other Party that is classified or restricted data, agrees to comply with the security requirements imposed by any state or local government, or by the United States Government, and shall return or destroy all such material upon request and provide Pagos a certificate confirming disposition of said materials if applicable. Each Party represents and warrants that its participation in this Agreement does not conflict with any contractual or other obligation of the Party or create any conflict of interest and shall promptly notify the other Party if any such conflict arises during the Term.

15.0: Non-Solicitation

You agree that, during the Term of this Agreement and for a period of one year thereafter, You will not, except with the Pagos’ prior written approval, solicit the employment of any employee, consultant or subcontractor of Pagos that directly participated in the activities set forth in this Agreement. The foregoing shall specifically not apply to general solicitations of employment issued by either Party to which an employee of the other may voluntarily respond.

16.0: Customer List

You allow Pagos to use Your name and logo, exactly in the form as provided to Us, on Our website and Our marketing materials during the Term of this Agreement.

17.0: Survivability

The following Sections shall survive termination of this Agreement: 4, 9, 14, 15, 16.