Effective Date: December 1st, 2018
PLEASE READ THIS PAYLOAD USER AGREEMENT. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR USING THE SERVICES.
- Acceptance of Payload User Agreement
- This Payload User Agreement is entered into by and between you and Payload, LLC d/b/a Payload (“Payload”, “we” or “us”). The Payload User Agreement, together with any documents expressly incorporated by reference (collectively, this “Agreement”) govern your access to and use of any website on which it is posted including any content, functionality, applications, and services offered on or through such website (individually and collectively, the “Services”), whether as a guest or a registered user. THIS AGREEMENT MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 18 BELOW.
- The Services
- You can use the Services to make and receive payments. Merchants may take advantage of additional features such as invoicing and reporting by signing up for one of our subscription plans. Information about our different plans available to merchants is available here. We may change or discontinue the Services or change or remove features or functionality of the Services from time to time. We will notify you of any material change to or discontinuation of the Services.
- Access and Use of the Services
- Eligibility. The Services are offered and available to users who are 18 years of age or older. You must register with us and be a resident of or domiciled in the United States with a United States mailing address. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Payload. If you are entering this Agreement for an entity, such as the company you work for, you represent and warrant to us that you have legal authority to bind that entity. If you do not meet these requirements, you must not access or use the Services.
- User Accounts. To use most aspects of the Services, you must register for and maintain an active user account. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access the Services using your user name, password, or other security information. You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement. You agree to notify us immediately at the Payload Support Center (as set forth in Section 22) of any unauthorized use of your account.
- Merchant Requirements; Consent for Consumer Credit Report. Consent for Consumer Credit Report. If you are a merchant, you consent to Payload obtaining a consumer credit report on you from consumer reporting agencies upon registration and thereafter from time to time as deemed necessary by us, for evaluating your creditworthiness for underwriting purposes in connection with your use of the Payload Services.
- Network Access and Devices. The Services may be accessed by the internet. You are responsible for obtaining network and internet access necessary to use the Services. If you access the Services from a mobile device, then your mobile network’s data and messaging rates and fees may apply. You are responsible for acquiring and updating compatible hardware and devices to access the Services.
- Access from Third-Party Applications. We may provide software or integrations which allow the Services to be accessed directly from third-party applications or services (each an “Integration”). If we make an Integration available, Payload grants you a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Services through the provided Integration. If you are a customer of a merchant, then such Integration is provided solely for your own personal, non-commercial use. If you are a merchant, then such Integration is provided solely for your own use in the ordinary course of your business. In addition, you agree to be bound by any end user license agreement or additional terms that we may provide relating to access and use of the Services through any such Integration.
- Social Media Features. If we provide social media features with certain content, you make take such actions as are enabled by such features.
- Access from the Payload App. As part of the Services, users can download and use the Payload mobile application (the “Payload App”). You may download a copy to your mobile device and use the Payload App in accordance with the following terms:
- License. Payload grants you a limited, revocable, non-exclusive and nontransferable license in the United States to (a) download, install, and use the Payload App on a mobile device owned or otherwise controlled by you (“Mobile Device”); and (b) access and use the Services through the Payload App, strictly in accordance with this Agreement. If you are a payor, then the Payload App is provided solely for your own personal, non-commercial use. If you are a merchant, then the Payload App is provided solely for your own use in the ordinary course of your business.
- Restrictions. You shall not: (a) copy the Payload App, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Payload App; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Payload App or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Payload App, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Payload App, or any features or functionality of the Payload App, to any third party for any reason; or (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Payload App.
- Updates. Payload may from time to time in its sole discretion develop and provide Payload App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Payload has no obligation to provide any Updates or to continue to provide or enable any features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either: (a) the Payload App will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Payload App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Payload App and be subject to all terms and conditions of this Agreement.
- Text Messaging. By using the Payload App or by otherwise providing us with your mobile phone number in connection with your use of the Services, you agree that we may communicate with you regarding Payload and other entities by SMS, MMS, text message or other electronic means to your Mobile Device and that certain information about your usage of the Payload App and our Services may be communicated to us. If you change or deactivate your mobile telephone number, you agree to promptly update your Payload account information to ensure that your messages are not sent to the person that acquires your old number. You may stop text messages from us by texting the word “STOP” to the number that texts you from the Mobile Device that is receiving the messages or by contacting the Payload Support Center as set forth in Section 22 below. However, if you opt out of receiving text messages from us, your ability to use the Services may be impacted.
- Export Regulations. The Payload App may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Payload App to, or make the Payload App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Payload App available outside the US.
- Credit and Debit Authorization. If you are a customer of a merchant, then by submitting a request that payment be made to your merchant you authorize Payload to cause to be debited the deposit account or credit card account that your merchant has provided to Payload as part of the registration process. If you are a merchant, then by registering with us you authorize Payload (or its designated payment processor) to cause funds to be deposited or credited to the deposit account that you provided to Payload.
- Payment Ownership, Scheduling, and Disbursement
- Funds transfers by payors may be held for up to three (3) business days prior to disbursement to a merchant. Once payment to a merchant has been scheduled, a payor may only change or cancel his or her payments in accordance with Section 4(e). Payload reserves the right to refuse to process any payment if we reasonably believe that the activity, or the transaction if processed, would result in you being in violation of this Agreement or in violation of applicable law. We will attempt to promptly notify you if we decline to process a payment unless we reasonably believe you have engaged in any prohibited activity listed in Section 8, in which case we shall have no obligation to contact you.
- Once a payor transfers funds designated for payment to a merchant, a payor has no further rights in those funds, subject to Section 4(e) below. Prior to disbursement in accordance with the payor’s instructions, Payload shall cause to be deposited all funds received from a payor in a non-interest-bearing deposit account at a financial institution in the United States that is owned and maintained by Payload’s payment processor (the “Settlement Account”). The Settlement Account will be a commingled account containing funds deposited for the benefit of merchants who use the Services as well as other customers of the payment processor. Payload shall maintain records of subaccounts for each merchant (“Subaccount(s)”).
- Payload is not a bank, savings and loan or regulated financial institution. Payload is not a money transmitter. Payload does not own, control, or transfer the funds in the Settlement Account, such funds are owned and controlled by Payload’s payment processor. Payload uses Instruction Based Funding services provided by its payment processor to cause the fund transfers required for the Services. Payload’s payment processor will initiate funds transfers or check, as applicable, to merchants from the Settlement Account consistent with funding instruction files received from Payload. Neither merchant nor payor will receive interest on any amounts transferred for time which elapses during payment processing.
- Reversals, Returns and Chargebacks. Merchant agrees to be liable for any reversals, returns, or chargebacks (“Disputed Amounts”) incurred by Payload, and authorizes Payload to instruct its payment processor to setoff the amount of such Disputed Amount against funds held in the merchant’s Subaccount in order to reimburse Payload for the amount of such Disputed Amount, and if the balance in its subaccount is insufficient to cover the Disputed Amount, the merchant will immediately upon request from Payload transfer funds to the Settlement Account for credit to Payload in the Disputed Amount.
- Recurring Payments. Payor may authorize Payload to cause its payment processor to initiate recurring payments to designated Merchants based upon an agreed upon schedule. Payload will make these recurring payments unless and until Payload receives and confirms a payor’s request for cancellation, and has had a reasonable time to act upon it.
- Payment Refund and Cancellation Policy
- Payor may cancel a payment to be made by electronic funds transfer or credit card transaction up to one business day prior to a scheduled payment date for a full refund minus transaction and service fees. If within one-business day of a scheduled payment date, payor must notify his bank directly in order to cancel a single payment or to terminate authorization as to all future payments. If a payment has been finalized and/or credited to a merchant’s account, payor must contact the merchant directly for a refund, or follow the transaction dispute procedures of payor’s financial institution.
- Merchants will instruct Payload during the registration process as to how to handle partial payments. Unless a merchant has directed Payload to disburse partial payments, Payload will refund the amount(s) received to the payor if the full amount due and owing to the merchant is not received within 20 days of the scheduled due date provided to Payload during registration.
- If a funds transfer request or charge to a payor’s account initiated by Payload is declined due to insufficient funds, closed account, or any other reason, Payload will notify the payor and the designated merchant by email.
- All refund and cancellation requests are subject to the following conditions:
- Transaction or service fees, and insufficient funds fees are not refundable under any circumstances.
- Insufficient funds fees must be paid in full by one account holder, regardless of how many accounts are associated with the payment.
- Credit card payment refunds may take up to 5 business days to process. Bank account refund requests may take up to 5 business days to process.
- Refund inquiries can be made by contacting us at the Payload Support Center as set forth in Section 22.
- End User’s relationship with Dwolla
- Fees; Taxes; Right to Set-off
- Fees. The fees we charge for the Services are set forth here on our website.
- Fee Changes. The fees we charge for the Services may change from time to time, and we reserve the right to modify them at any time for any reason upon notice to you or by posting on our website. For any of the Services that are subscription based, any increase in our fees will take place at the time that the next payment of your subscription is due. From time to time we may add or modify certain offerings or Services and we reserve the right to charge you additional or different fees in consideration for providing such new or modified Services to you.
- Taxes. As a Payload user, you are responsible for determining what, if any, taxes apply to payments made or received using Payload, and it is your responsibility to collect, report, and pay the correct tax to the appropriate tax authority.
- Right to Set-Off. Without prejudice to any other right or remedy Payload may have, Payload reserves the right to set off at any time any amount owning to it by you under this Agreement or otherwise.
- Intellectual Property Rights.
The Services including, without limitation, the Payload App, any Integrations, our website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, and the design, selection and arrangement thereof), are owned by Payload and its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not modify, copy, record, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part without our written consent.
The Payload trademark and all related names, logos, product and service names, designs and slogans are trademarks of Payload or its affiliates or licensors. You must not use such marks without the prior written permission of Payload. All other names, logos, product and service names, designs and slogans on this website are the trademarks of their respective owners.
- Prohibited Activities.
You may use the Services only for lawful purposes and in accordance with this Agreement. You agree not to use the Services:
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
- To impersonate or attempt to impersonate another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Payload or users of the Services or expose them to liability.
Additionally, you agree not to:
- Use any payment source you are not authorized to use or engage in any fraudulent transaction.
- Manipulate or abuse the credit card or ACH payments process in any way, including, but not limited to, making a payment to create cash from a credit or gift card.
- Use the Services for any unauthorized or illegal purpose, including, but not limited to, making or receiving payments related to pornography, drugs, gambling, tobacco, or other prohibited activities.
- Use the Services in any manner that could disable, overburden, damage, or impair the website or interfere with any other party’s use of the website or Services, including their ability to engage in real time activities through the website.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the website.
- Use any manual process to monitor or copy any of the material on the website or the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the website or Services.
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services the server on which our software or website is stored, or any server, computer or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
- Limited Warranty; Sole and Exclusive Remedy; Disclaimer
- Limited Warranty. Payload represents and warrants that it will make commercially reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit and debit card transactions, and check issuances are processed and paid in a timely manner, except that this warranty shall not apply to any failure to complete or delay in processing of any payment if:
- Payor’s payment was rejected or returned, was unpaid due to insufficient funds or credit availability, or was not authorized for any reason;
- Payload’s system was not working properly and you had knowledge of this fact and still used the system;
- A force majeure event occurred as described in Section 21(d);
- Merchant information was incorrect, whether provided by the payor or merchant;
- Payload has not received funds from payor (or payors) sufficient to make a payment in the full amount due to merchant;
- Merchant refused or returned payment;
- Payload reasonably suspected fraud and refused to process the payment;
- A processing error or delay in the ACH, EFT, or any other processing system occurred; or
- Payload reasonably believed, in its sole judgment, that you engaged in any prohibited activities set forth in Section 8 or otherwise breached this Agreement.
- Payload shall use reasonable efforts to correct the erroneous transaction and refund any service fees assessed by Payload.
- The foregoing remedy shall not be available unless you give notice of the defective Services, reasonably described, to Payload within ten (10) days of the time when you discover or ought to have discovered that the Payment Services were defective.
In the event of Payload’s breach of the foregoing warranty, Payload’s sole and exclusive obligation and liability and your sole and exclusive remedy shall be as follows:
- EACH USER AGREES TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT IN NO EVENT WILL PAYLOAD, ITS PARENT COMPANY, SUCCESSORS, AGENTS, AFFILIATES, BUSINESS PARTNERS, AND SERVICE PROVIDERS AND EACH OF THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “PAYLOAD ENTITIES”) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER THE PAYLOAD ENTITIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT A PAYLOAD ENTITY.
- PAYLOAD IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES, AND YOU RELEASE THE PAYLOAD ENTITIES FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
- MAXIMUM LIABILITY
- SUBJECT TO 10(c)(ii), IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE PAYLOAD ENTITIES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LESSER OF: (i) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR THE SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING THREE MONTHS; OR (ii) $500.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
- To the maximum extent permitted by law, our liability arising from any breach of the limited warranty in Section 9(a) will be limited to actual monetary damages that are the direct result of our failure to exercise reasonable care in providing the Service. Notwithstanding the foregoing, for funds transfers which are subject to Article 4A of the Uniform Commercial Code (“UCC Article 4A”), we are liable only for damages required to be paid under UCC Article 4A. Our liability for loss of interest resulting from any error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved. At our option, payment of such interest may be made by crediting your account.
- Exceptions. The exclusions and limitations in this Section 10 do not apply to Payload’s obligations or liability for Payload’s gross negligence or willful misconduct.
- THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WEBSITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You agree to indemnify and hold harmless the Payload Entities from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement (including any Additional Terms), your use of the website or the Services, your User Contributions, or from any act or omission by you with respect to the Services or a payment.
- Payload may make available message boards, personal web pages or profiles, forums, bulletin boards, and other interactive features or communications tools that may allow users to post, submit, publish, display, store or transmit to other users or other persons (hereinafter “post”) content or materials including, without limitation, and messages to your merchant, payors, and/or roommates (collectively, “User Contributions”) on through the Services.
- Any User Contribution you post will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for the purpose that you provided it, without further notice to or consent from you, and without payment to you or any person or entity.
- You represent and warrant that:
- You either own or control all rights in and to the User Contributions or have the right to grant the license granted above to us and our affiliates, business partners, and service providers, and each of their and our respective licensees, successors and assigns;
- Your User Contributions will not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable or otherwise violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations;
- Neither your User Contributions nor use of your User Contributions as contemplated herein will infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person or entity; and
- Your User Contributions do and will comply with this Agreement.
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Payload, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
- We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions submitted by you or any other user of the Services.
Other than those we have specifically requested (and to which specific additional terms apply), our policy is not to accept or consider ideas or suggestions submitted by our users. We have adopted this policy to avoid confusion and misunderstandings in case that your ideas, suggestions, or other materials are like ones that we have developed (or may develop) independently. Therefore, we are not responsible for any ideas, suggestions, or materials submitted to us. If you still choose to send us ideas, suggestions, or other materials, you agree that we are free to use these ideas, suggestions, or other materials in any way that it may deem fit without any liability or payment of any kind to you.
- We have the right to: (i) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Payload; (ii) disclose your identity or other information about you to any third party who claims that material submitted by you violates their rights, including their intellectual property rights or their right to privacy; (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (iv) refuse to provide Services to you or terminate or suspend your account if we believe, in our sole opinion, that you are using (or intend to use) the Services in a fraudulent manner or in a way that is otherwise in violation of the law or this Agreement.
- In addition, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services or website. YOU WAIVE AND HOLD HARMLESS THE PAYLOAD ENTITIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN ANY OF THE FOREGOING PARTIES DURING OR BECAUSE OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN BECAUSE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of this Agreement.
- Any suspension or termination shall not affect your obligations to us under Agreement. The provisions of this Agreement which by their nature should survive the suspension or termination of your account or this Agreement shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, disclaimers, limitations on liability, provisions related to intellectual property ownership, and all the miscellaneous provisions in Section 21.
You may close your account by contacting the Payload Support Center as set forth in Section 22. If you have a pending payment, Payload will not close your account until you have cancelled that payment as set forth in Section 4(e) or that payment has been made. You may also close or make changes to your account by logging into your account and changing your account settings.
Payload is based in the State of Tennessee in the United States. Payload provides this website and the Services for use only by persons or entities physically located in the United States. We make no claims that the Services, website or any of its content is accessible or appropriate for use outside of the United States. Access to the Services or website may not be legal by certain persons or in certain countries. If you access the Services or website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- We reserve the right at any time and for any reason, to modify or discontinue any aspect or feature of the Services or to modify this Agreement. In addition, we reserve the right to provide you with additional terms and conditions that may govern your use of the Services generally, unique parts of the Services, and/or additional functionality or applications made available to you as part of the Services (“Additional Terms”). Any such Additional Terms that we may provide to you will expressly reference this Agreement, will be effective upon notice, and be incorporated by reference into this Agreement. To the extent any Additional Terms directly conflict with this Agreement, the Additional Terms will control.
- Subject to the next paragraph, modifications to this Agreement will become effective three (3) days after posting on the website or, if we notify you by email or conventional mail, as stated in the email message or conventional mailing. Your access to and use of the Services or website after the effective date of any modification of this Agreement will signify your assent to and acceptance of the same. If you object to any subsequent revision to this Agreement, immediately discontinue use of the Services or website. All counteroffers to this Agreement (or amendments to the same) are categorically rejected.
- If a dispute arises out of or relates to the website or this Agreement including, without limitation, any Additional Terms or their breach (the “Dispute”), the parties agree that the Agreement in effect at the time the Dispute arose shall apply to the Dispute, including any amendments to the Agreement posted prior to the dispute arising. No amendment to the Agreement shall apply to any Dispute as to which we had notice prior to posting the amendment.
- We may provide third-party content through our website or Services. Any such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any warranties with respect to the same.
- We may provide links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred because of your dealings with any third-party or their website.
- Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Payload website or through your use of the Services infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to our designated copyright agent is below.
- DMCA Notice of Alleged Copyright Infringement. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- If you fail to comply with the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
- Designated Copyright Agent. DMCA Notices must be delivered to our designated copyright agent:
Payload, LLC d/b/a Payload
4455 Carver Woods Dr.
Cincinnati, Ohio 45242
- Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
- Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
- Payload is an Independent Contractor. The relationship between you and Payload is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- Subcontractors. We reserve the right to use one or more subcontractors to perform all or part of the Services.
- Force Majeure. Payload shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Payload including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of ten (10) days, you shall be entitled to give notice in writing to Payload to terminate this Agreement.
- Governing Law and Jurisdiction. All matters relating to our website, the Services, this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to our website, the Services, and/or this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Cincinnati and County of Hamilton although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your county of residence. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Waiver and Severability. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
- Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Payload’s prior written consent. Payload reserves the right to transfer or assign this Agreement or any right or obligation under them at any time.
- Communications. You consent to receiving communications from Payload electronically. You agree that we have the right to communicate with you by email or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
The Services (including this website) are owned and operated by Payload, LLC d/b/a Payload.
All questions about your account, requests for support, feedback, comments, and other communications relating to the Services should be directed to the Payload Support Center at firstname.lastname@example.org.