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Welcome to PayDotCom

Effective Date: May 25th 2018

Terms Of Use & Service


IMPORTANT! THESE TERMS OF SERVICE (TOS OR AGREEMENT) GOVERN YOUR USE OF THIS SITE, WHICH IS PROVIDED BY OUR BUSINESS, PAYDOTCOM, LLC, (COMPANY, PAYDOTCOM, LLC, OR PAYDOTCOM.COM). BY ACCESSING THIS SITE, YOU AS BUYER, VISITOR, VENDOR, AFFILIATE OR OTHERWISE, ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY OUR COMPANY AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE PRIOR TO EVERY USE FOR ANY CHANGES.

Access To This Site

YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS THIS WEB SITE. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS WEB SITE FOR ANY REASON. DUE TO THE AGE RESTRICTIONS FOR USE OF THIS WEB SITE, NO INFORMATION OBTAINED BY THIS WEB SITE, FALLS WITHIN THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT (COPPA) AND IS NOT MONITORED AS DOING SO.

To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete. If our Company believes the information you provide is not correct, current, or complete, we have the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time, without notice.

Restrictions On Use

You may use this site for purposes expressly permitted by this site. You may not use this site for any other purpose, including any commercial purpose, without our Company's express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand this site, or (ii) frame this site, or (iii) hyper-link to this site, without the express prior written permission of an authorized representative of our Company. For purposes of these Terms of Use, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site. You agree to cooperate with our Company in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.

Proprietary Information

The material and content (hereinafter referred to as the "Content") accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by our Company is the proprietary information of our Company or the party that provided the Content to our Company, and our Company or the party that provided the Content to our Company retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of our Company, or unless authorized in writing elsewhere on our site, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates our Company's intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this site.

Hyper-Links

This site may be hyper-linked to other sites which are not maintained by, or related to, our Company. Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or our Company. Our Company has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyper-links are to be accessed at the user's own risk, and our Company makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to this site. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by our Company of that site.

Submissions

You hereby grant to our Company the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to our Company through this site (together, hereinafter known as the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Our Company will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Company operations.

Our Company will treat any personal information that you submit through this site in accordance with its Privacy Policy as set forth on this site.

Disclaimer

You understand that our Company cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data. Our Company does not assume any responsibility or risk for your use of the Internet or this site.

The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Company. Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. OUR COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. OUR COMPANY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OUR COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT OUR COMPANY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. OUR COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and Company does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.

[Some states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to you.]

Limitation On Liability

COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT, PRODUCT OR SERVICE OUT OF WHICH LIABILITY AROSE.

Indemnity

You will indemnify and hold Company, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (hereinafter known as the "Indemnified Parties") harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney's fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

Trademarks

Trademarks, service marks, and logos appearing in this site are the property of Company or the party that provided the trademarks, service marks, and logos to Company. Company and any party that provided trademarks, service marks, and logos to Company retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site.

Information You Provide

You may not post, send, submit, publish, or transmit in connection with this site any material that:

  • you do not have the right to post, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent;
  • does not pertain directly to this site;
  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
  • solicits funds, advertisers or sponsors;
  • includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
  • includes MP3 format files;
  • amounts to a 'pyramid' or similar scheme;
  • disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
  • contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

Although under no obligation to do so, our Company reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action or inaction by Company or such third party with respect to any submission.

Security

Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your account.

You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of these Terms of Use.

Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER [COMPANY] OR LAW ENFORCEMENT AUTHORITIES.

CONFLICTS & ARBITRATION

This Agreement will be governed and interpreted pursuant to the laws of New Jersey, United States of America, notwithstanding any principles of conflicts of law.  You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between you and Company arising out of this Agreement or pertaining to the subject matter hereof.

The parties agree that any claim or dispute between them, or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, including the validity of this arbitration clause, that cannot be settled within six months after the time the dispute has been raised by one party regarding the interpretation of any provision of this agreement, and nothing else, shall be settled by binding arbitration. Any such arbitration proceeding, including the interpretation of this agreement, shall be conducted in Montclair, New Jersey under the laws of the State of New Jersey and in accordance with the rules of the American Arbitration Association or its successor. Any judgment upon an award rendered by the arbiters, including remedies of repossession, replevin, or other remedies where property would be subject to reclamation or disposition, may be entered in the Federal and State Courts of the State of New Jersey and in any other New Jersey Court having jurisdiction. The arbiters shall not have the power to amend this agreement in any respect. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.  Each party shall bear and be responsible for their own costs and attorney fees.

The parties to this Agreement each agree that the exclusive venue for any dispute between the parties arising out of this Agreement or pertaining to the subject matter of this Agreement will be in Montclair, New Jersey. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.

You agree that you will not join any other party in any dispute you have with Company and that you must bring any action under this agreement as a sole individual.

The terms constituting this offering are set forth in writing on this System. Whether or not you choose to print this Agreement, containing the terms and conditions as described herein, you agree that this contract constitutes a writing.

This Agreement is being written in English, which is to be the official language of the contract’s text and interpretation.  If you do not agree with the above terms and conditions, you have the option to not use the Company Web site and/or System.

FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

ACKNOWLEDGMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN COMPANY AND YOU, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND COMPANY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT CANNOT BE MODIFIED OR AMENDED EXCEPT BY A FURTHER WRITTEN INSTRUMENT EXECUTED BY YOU AND COMPANY.

VENDOR AGREEMENT

This AGREEMENT is a contract between you the Vendor (Vendor or Client) and our business, PAYDOTCOM, LLC, (COMPANY or paydotom.com). By electing to participate in this offer, you are entering into a contract. If you do not agree with the terms and conditions SET FORTH HEREIN, you have the option to not participate in this offer. You acknowledge you have had the opportunity to seek independent legal advice prior to entering into this agreement.

YOU, THE VENDOR, BY DOING BUSINESS WITH COMPANY, AGREE TO THE TERMS OF THIS AGREEMENT AND AUTHORIZE THE COMPANY TO CHARGE YOUR CREDIT CARD FOR THE COMPANY'S SYSTEMS, SERVICES AND/OR PRODUCTS, AND ACKNOWLEDGE YOUR UNDERSTANDING & AGREEMENT TO THE REFUND POLICY AS STATED ON COMPANY WEB SITE.

BY ACCESSING THIS SITE, AND/OR ORDERING COMPANY'S SYSTEMS, SERVICES AND/OR PRODUCTS, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS AS SET FORTH IN THIS AGREEMENT. THESE TERMS ARE SUBJECT TO CHANGE BY OUR COMPANY AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS PRIOR TO EVERY USE FOR ANY CHANGES.

ACCESS TO THIS SITE

YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS THIS WEB SITE. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS WEB SITE FOR ANY REASON. DUE TO THE AGE RESTRICTIONS FOR USE OF THISWEB SITE, NO INFORMATION OBTAINED BY THIS WEB SITE, FALLS WITHIN THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT (COPPA) AND IS NOT MONITORED AS DOING SO.

This Agreement ("Agreement") For Company's Systems, Services and/or Products, is intended to set forth the general terms and conditions pursuant to which our company, (hereinafter referred to as "Company") agrees to provide Company Systems, Services and/or Products, to you (hereinafter referred to as the "Vendor" or "Client").

COMPANY SYSTEMS, SERVICES AND/OR PRODUCTS

The Company, PayDotCom LLC provides you the Client, systems, services and/or products (referred to as System, Service and/or Product). PayDotCom LLC is a software as a service (SAAS) Company system providing an online affiliate marketing network for clients, providing services, in part, to facilitate tracking, as well as services for administration, billing, and for analyzing and reporting data.

The Company provides Vendors a system and service whereby Vendors obtain Affiliates to market their products and services and those business relationships can be managed through Company's system and services. Vendors sell directly to their customers and Vendors have the sole responsibility for supporting their products and services sold to their customers. PayDotCom LLC is not responsible for any support and does not provide any support whatsoever.

The PayDotCom LLC Company Systems, Services and/or Products are based, in part, on permissions from third party companies and programs. You, the Client, understand and agree, that in the event those companies or programs cease operations, withdraw permissions, or change programs, that the System, Service and/or Product may no longer function as originally intended, designed or marketed. You further understand and agree that those circumstances are beyond our Company's control and our Company will not be held responsible. You, the Client, further understand and agree such unforeseen events will not be the basis for any refunds. If you do not agree, do not use Company's Systems, Services and/or Products.

To access the Systems, Services and/or Products or some of the resources it has to offer, you may be asked to provide certain registration details or other information.  It is a condition of your use of this System, Service and/or Products that all the information you provide will be correct, current, and complete.  If our Company believes the information you provide is not correct, current, or complete, we have the right to refuse you access to this System or any of its resources, and to terminate or suspend your access at any time, without notice.

LICENSE

PayDotCom LLC Company hereby grants you, and you by doing business with Company, accept, a non-exclusive and non-transferable license, to use the System, Service and/or Products under the terms of this agreement.

The PayDotCom LLC Company Licensed System, Service and/or Products are not being sold; it is being provided to you, the Licensee under the terms of this agreement, which allows for use of the Licensed System, Service and/or Products but does not transfer ownership. Licensee has the non-exclusive, non-transferable, non-sub licensable right to use the Licensed System, Service and/or Products pursuant to the license granted herein. Unauthorized use of the System, Service and/or Products will result in immediate termination of this license including but not limited to legal action.

Vendor may not rent, sublicense, sell, assign, convey or transfer the Licensed System, Service and/or Products, under this Agreement or any of its rights under this Agreement.

Company reserves the right to revoke the license to use the Licensed System, Service and/or Products for good cause, which is determined by Company's sole and absolute discretion.

Vendor agrees that Company has the final decision in resolving any disputes that may arise under its Licensed System, Service and/or Products, whether relating to this Agreement or otherwise.

PROPRIETARY RIGHTS

You acknowledge and agree that the PayDotCom LLC Company System, Service and/or Products are the sole and exclusive property of Company, and the System, Service and/or Products and its components are licensed to you only for the term of this License and strictly under the terms hereof. Company owns all right, titles, and interest in and to the content in the System, Service and/or Products. Except for the limited rights given to you herein, all rights are reserved by Company.

TRADEMARKS

Company reserves all rights in or to its trademarks and servicemarks and copyrights, although they may be used by Vendor in accordance with this agreement. Vendor may in no way display a Company logo, image, or trademark which may be distasteful, defame, or misrepresent Company in any way.

RESERVATION OF RIGHTS AND OWNERSHIP

PayDotCom LLC Company reserves all rights not expressly granted to you in this Agreement. The Company System, Service and/or Products are protected by copyright and other intellectual property laws and treaties. Company or its suppliers own the title, copyright, and other intellectual property rights in the System, Service and/or Products. The System, Service and/or Products are licensed, not sold.

VENDOR VIP ACCOUNT

Vendor can choose to be a VIP account paid with a monthly recurring subscription. Company will not do mailings to customers of Vendor VIP accounts. Notwithstanding Vendor's VIP account, where customer has also purchased from a non-VIP account Company mailings will be permitted. Company does not warrant that the functions of said VIP account will be uninterrupted or error-free in regard to customer mailings or otherwise.

PRODUCT LISTINGS

Product listings are where the Vendor lists their products and services for the Affiliates to market.

COMPANY COMMISSION FEE

Vendor agrees to pay Company the percentage due under the Vendor commission fee schedule, in effect for Vendor at the time of the sale, based on the gross selling price of each product or service sold by the Vendor.

VENDOR FEES

VIP Vendor accounts are not charged a maintenance fee.

All other Vendor accounts are charged fees as follows:

Vendors pay listed % fee from monthly gross sales and a "maintenance fee" of $9.95 monthly which is waived if the vendor has a monthly sales volume of $500 or more in gross sales. Both % and "maintenance fee" can be waived for unlimited period of time.

The monthly maintenance fee is waived for all Vendors, only during the month Vendor joined, up to thirty days, regardless of the monthly sales volume. The monthly maintenance fee starts the second calendar month following the month Vendor joined. For example, regardless of whether Vendor joins on the first day of the month or the last day of the month, the monthly maintenance fee starts on the next calendar month.

RATINGS

Company may publish scores and ratings based on Vendor and Affiliate sales and other factors. The criteria and methods for said scores and ratings are in the Company's sole and absolute discretion. Vendor and Affiliate agree that Company has the right to perform said evaluation and publish said findings in Company's system. Vendors and Affiliates agree that said ratings are not to be considered an endorsement by Company and should not be relied on in choosing who to work with or any indication of current or future success.

Vendors and Affiliates agree to do their own due diligence before making a business decision and agree that Company is not responsible for the success or failure of their business decisions relating to any information presented by Company or otherwise.

PAYMENT PROCESSING

Vendor and Affiliate must link a valid supported payment processing account, designated by Company, to the Company System. Failure to do so will result in the closing of your Vendor and/or Affiliate account. See the Third Party References section in this agreement.

All fees and charges for Vendors and Affiliates that result in cents decimals more than two digits will be rounded up to the next highest two digits. For example, a two percent fee of $0.191 would be rounded up to $0.20.

AFFILIATE COMMISSIONS

All Affiliate payments will be made in U.S. dollars. Vendor will pay agreed upon Affiliate commissions on sales that are tracked through the tracking system and that indicate Affiliate as the source of the sale to Vendor.

Vendors pay affiliates directly and the company PayDotCom LLC is not responsible for, involved in or obligated in any way for affiliate payments. The company PayDotCom LLC does not collect unpaid affiliate fees from Vendor.

Vendor agrees to allow the supported payment processor to provide the earned commission fee to Affiliate for every completed sale.

DELAYED AFFILIATE COMMISSIONS

Vendor has the option to delay Affiliate commissions. To use the delayed payment option to Affiliates, the Vendor must have on file with Company a valid credit card. Although under no obligation to do so, our Company reserves the right to and Vendor agrees and hereby gives Company express authorization to charge the Vendor credit card on file with Company, for any and all Affiliate commissions due.

Notwithstanding this section, the Affiliate Commissions section of this agreement takes precedence and the company PayDotCom LLC is not responsible for, involved in or obligated in any way for affiliate payments.

Vendor must have on file with Company a valid credit card for all types of delayed commissions including Paypal.com payments.

Where Vendor collects fees from non-Paypal.com payments using a credit card, then Vendor must add a valid credit card to Vendor account to use the delayed payment option.

The one exception where vendor does not need to have a valid credit card on file with Company is when Vendor utilizes instant commissions with Paypal.com adaptive payments, through Paypal.com.

TERMINATION

The following termination rights are in addition to the termination rights that may be provided elsewhere in this Agreement:

Company Right to Terminate. Company shall have the right to terminate this Agreement at any time upon written notice to Purchaser for any reason.

Client agrees that Company has the final decision in resolving any disputes that may arise under its Systems, Services and/or Products, whether relating to this agreement or otherwise.

CLIENT BEARS RISK OF USE

Use the Company Systems, Services and/or Products at your own risk. You, the Client, agree Company shall have no liability for any adverse consequences for your use of Company systems, services and Products.

Client agrees and understands the possibility, that Company may already be in Client's market with Company's own competing Web sites, Systems, Services and/or Products or may enter Client's market in the future, with competing Company Web sites. You, the Client, agree, that Company may already have similar or competing Product Web sites Systems, Services and/or Products or may enter Client's market in the future, with competing Company Systems, Services and/or Products Web sites. If you, the Client, do not agree to a possible, existing or future competition, then you have the option to not disclose your market to Company and to not use Company's service.

CONFLICTS & ARBITRATION

This Vendor Licensing Agreement will be governed and interpreted pursuant to the laws of New Jersey, United States of America, notwithstanding any principles of conflicts of law.  You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between you and Company arising out of this Vendor Licensing Agreement or pertaining to the subject matter hereof.

The parties agree that any claim or dispute between them, or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, including the validity of this arbitration clause, that cannot be settled within six months after the time the dispute has been raised by one party regarding the interpretation of any provision of this agreement, and nothing else, shall be settled by binding arbitration. Any such arbitration proceeding, including the interpretation of this agreement, shall be conducted in Montclair, New Jersey under the laws of the State of New Jersey and in accordance with the rules of the American Arbitration Association or its successor. Any judgment upon an award rendered by the arbiters, including remedies of repossession, replevin, or other remedies where property would be subject to reclamation or disposition, may be entered in the Federal and State Courts of the State of New Jersey and in any other New Jersey Court having jurisdiction. The arbiters shall not have the power to amend this agreement in any respect. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.  Each party shall bear and be responsible for their own costs and attorney fees.

The parties to this Vendor Licensing Agreement each agree that the exclusive venue for any dispute between the parties arising out of these Licensing Agreement or pertaining to the subject matter of these Licensing Agreement will be in Montclair, New Jersey. If any part of this Vendor Licensing Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Vendor Licensing Agreement constitutes the entire agreement among the parties relating to this subject matter.  Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain, except where in conflict with this Vendor Agreement.

You agree that you will not join any other party in any dispute you have with Company and that you must bring any action under this agreement as a sole individual or sole entity.

The terms constituting this offering are set forth in writing in this Agreement.  Whether or not you choose to print this Agreement, containing the terms and conditions as described herein, you agree that this contract constitutes a writing.

This Agreement is being written in English, which is to be the official language of the contract’s text and interpretation.  If you do not agree with the above terms and conditions, you have the option to not use the Company System.

SECURITY

Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your account.

You are prohibited from using any programs, automated or otherwise, bots, data collection, from Company services or facilities provided in connection with this site, to compromise security in any manner, or tamper with system resources and/or accounts. This includes but is not limited to, over utilizing system resources to the extent Company system is jeopardized, which is determined solely by Company.

The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of these Terms of Use.

Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone posting any email messages, or publishing or otherwise making available any materials that are believed to violate this Vendor agreement.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

USE PROHIBITIONS

You may not post, send, submit, publish, or transmit in connection with this System any material that:

  • you do not have the right to use, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent;
  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • amounts to a 'pyramid' or similar scheme;
  • disobeys any policy or regulations established from time to time regarding use of this System;
  • contains information to other entities that contain content that falls within the descriptions set forth above.

Although under no obligation to do so, our Company reserves the right to monitor use of this System to determine compliance with your Vendor License, as well the right to revoke your License for any reason.  Notwithstanding these rights, you remain solely responsible for the content of your submissions.  You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action or inaction by Company or such third party with respect to any submission.

DORMANT ACCOUNTS

Company reserves the right, in its sole discretion, to close any Vendor account Company deems abandoned, by said account remaining unused for a time period of four months.

TAXES

Vendor is solely responsible for insuring customers pay all taxes, including but not limited to, sales taxes and other fees, for Vendor goods and services. Vendor agrees to indemnify Company from any and all liability for same.

INDEMNITY

You will indemnify and hold Company, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (hereinafter known as the "Indemnified Parties") harmless from any breach of this Vendor Agreement by you, including any use of Content other than as expressly authorized in this agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney's fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the content accessed from this site.

DISCLAIMERS, LIMITATIONS, WARRANTIES AND RESERVATIONS

EXCEPT AS SET FORTH IN THIS AGREEMENT, COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE COMPANYSPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF SALES REVENUE THAT VENDOR AND/OR PURCHASER MAY GENERATE WITH COMPANY SERVICES AND/OR PRODUCTS, AND (B) AS WELL AS ANY ECONOMIC OR OTHER BENEFIT THAT THE VENDOR AND/OR PURCHASER MIGHT OBTAIN THROUGH THEIR PARTICIPATION IN THIS AGREEMENT.

IN NO EVENT SHALL COMPANY BE LIABLE TO THE VENDOR AND/OR PURCHASER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OR RESULTING FROM THE AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF COMPANY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL COMPANY BE LIABLE TO THE VENDOR AND/OR PURCHASER FOR THE GREATER OF (i) THE CUMULATIVE AMOUNT ACTUALLY PAID TO THE COMPANY.

ONCE COMPANY COMPLETES ITS SERVICES AND/OR DELIVERS THE COMPANY PRODUCT, VENDOR AND/OR PURCHASER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY HAS NO OBLIGATION TO CONTINUE COMPANY SERVICES, MAKE IMPROVEMENTS OR PROVIDE SUPPORT IN ANY MANNER.

LIMITATION OF LIABILITY. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER COMPANY NOR ANY OF ITS PARTNERS, AGENTS, EXECUTIVES, DIRECTORS, EMPLOYEES OR AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF USE OF THIS SERVICE OR PRODUCT OR INABILITY TO GAIN ACCESS TO OR USE THIS SERVICE OR PRODUCT OR OUT OF ANY BREACH OF ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL PRODUCTS AND CONTENT ON COMPANY PRODUCT.

COMPANY'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE DELIVERY OF A FUNCTIONAL SERVICE AT THE TIME OF PURCHASE OR DELIVERY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES.

All of the information in this System, whether historical in nature or forward-looking, speaks only as of the date the System is offered and Company does not undertake any obligation to update such System after it is offered or to remove such System if it is not, or the System is no longer, accurate or complete.

[Some states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to you.]

RELATIONSHIP OF PARTIES

The relationship between Company and Vendor under this Agreement is that of providing services by Company to Vendor Purchaser and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any matter or thing whatsoever except as stated herein.

Vendor is solely an Independent Contractor when acting as a Vendor. No partnership, joint venture or other legal entity is created between Company and Vendor.

SPAM PROHIBITED

Company has zero tolerance toward any Vendor associated with spam. The accounts of Vendors associated with spam are immediately terminated as soon as the violation is verified, with a cancellation of any pending monies or commissions owed.

Company will immediately terminate any Vendor account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk e-mail. Company will report spam, along with all the spammer's identifying information, to the Federal Trade Commission and other agencies for civil and criminal prosecution.

For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about Company, Company products or services, who has not specifically requested the information directly from Vendor. Mailings to names or lists that have been purchased, including but not limited to so called safe lists or co-reg lists, regardless of the opt-in procedures, are not permitted. Company considers ANY type of advertisement about Company, Company products or services, posted to a Newsgroup or Chat Room, in violation of their posting rules, to be spam.

Vendor agrees to comply with all U.S. State and Federal spam laws, including but not limited to the Federal CAN-SPAM Act.

Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then you as Vendor agree to pay Company liquidated damages of $500 for each piece of spam or unsolicited e-mail transmitted from or otherwise connected with your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated.

FEDERAL TRADE COMMISSION (FTC) COMPLIANCE

Vendor agrees to comply with all U.S. State and Federal marketing laws, including but not limited to the FTC guidelines for Advertising and using affiliate relationship disclaimers. It’s recommended that the Vendor reviews and follows the FTC Revised Endorsement Guides on the FTC Web site:
https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking

CONFIDENTIALITY

  1. "Confidential Information" shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as "Confidential" or "Proprietary". If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure.
  2. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

Each party agrees to not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party.

THE DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

The Digital Millennium Copyright Act (DMCA) is a United States federal law, that provides a safe harbor to online service providers, that promptly takes down content, if someone alleges that said content infringes their copyrights, provided they have properly followed the provisions of the DMCA requirements on their Web site.

Company strongly recommends that Vendor comply with, and put ALL the protections of the Digital Millennium Copyright Act (DMCA), in place on their Web sites, as federal law does not excuse, or provide immunity to, so called "innocent" copyright infringement claims, from liability under federal statutes.

Vendor understands Company is not providing legal advice and Company advises Vendor to consult with their own attorney for legal advice.

Additional Terms. Other Provisions that govern your use of Company services are set forth in online notices appearing in connection with certain information, products, software, services, or features of Company (collectively the "Additional Terms"), all of which are incorporated by reference herein. Your use of any information, products, software, services, or features of Company that are subject to Additional Terms constitutes your acceptance of the respective Additional Terms.

VENDOR CONTENT AND INTELLECTUAL PROPERTY

Vendor represents to Company that Vendor or the person or entity Vendor represents, owns the title, copyright, and other intellectual property rights in all of the content or information provided by Vendor to Company, including but not limited to, all products or services offered for sale.

THIRD PARTY REFERENCES

This System may reference third parties which are not maintained by, or related to, our Company.  Any reference to such third parties are provided as a service to users and are not sponsored by or affiliated with our Company.  Our Company has not reviewed any or all of such third parties and is not responsible for any third party activities or business practices.   Third party companies are to be used or accessed at the user's own risk, and our Company makes no representations or warranties about the content, completeness or accuracy of third party companies.  Further, the inclusion of any reference to a third-party Company does not necessarily imply endorsement by our Company of that Company.

FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

ACKNOWLEDGMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN COMPANY AND YOU, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND COMPANY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT CANNOT BE MODIFIED OR AMENDED EXCEPT BY A FURTHER WRITTEN INSTRUMENT EXECUTED BY YOU AND COMPANY

AFFILIATE AGREEMENT

THERE ARE TWO SEPARATE AND DISTINCT AFFILIATE PROGRAMS AVAILABLE THROUGH PAYDOTCOM, LLC, (COMPANY or paydotcom.com). ONE IS THE VENDOR AFFILIATE PROGRAM WHICH PROMOTES THE VENDOR PRODUCTS AND SERVICES AND THE OTHER IS THE PAYDOTCOM, LLC, (COMPANY or paydotcom.com) PROGRAM, REFERRED TO AS THE ASSOCIATE PROGRAM WHICH PROMOTES THE COMPANY PRODUCTS AND SERVICES.

The PayDotCom, LLC Associate Program pays commissions to Associates of 20% of PayDotCom fees collected, up to $1,000 per vendor, plus a no-cap 50% commission when a referred vendor or affiliate purchases a paid AscendFunnels service. The individual Vendor sets the commissions for Affiliates in the Vendor Affiliate Program.

This agreement is a binding, legal contract between you, the Affiliate and our business, PAYDOTCOM, LLC, (COMPANY or paydotcom.com).

Affiliate is solely an Independent Contractor when acting as an Affiliate. No partnership, joint venture or other legal entity is created between Company and Affiliate.

Affiliate represents and warrants to Company, that Affiliate has read and understands this Agreement and the Company Policies that are set forth on our web site and agree to the terms set forth therein.

Company reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any and all such amendments will apply to Affiliate. The continuation of Affiliate status, promoting or marketing the Vendors registered with the Company, the Company, Company products or services, and/or Affiliate's acceptance of income, shall constitute Affiliate's acceptance of any and all amendments.

Vendors pay affiliates directly and the company PayDotCom LLC is not responsible for, involved in or obligated in any way for Vendor affiliate payments. The company PayDotCom LLC does not collect unpaid affiliate fees from Vendor.

All affiliates must be 18 years of age or older. If you are under 18 years of age you are not permitted to be an affiliate or access Company Systems, Products, Services and/or Web sites.

FEDERAL TRADE COMMISSION (FTC) COMPLIANCE

Affiliate agrees to comply with all U.S. State and Federal marketing laws, including but not limited to the FTC guidelines for using affiliate relationship disclaimers. It’s recommended that the Affiliate reviews and follows the FTC Revised Endorsement Guides on the FTC Web site:
https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking

Affiliate agrees to receive email from our Company, including but not limited to, sales reports, training, promotional resources, newsletters and other correspondence.

Affiliate agrees to only present Company, Company products and services as set forth in the official Company Website or Company marketing materials. Affiliate will make no claims regarding potential income, earnings, products, or services beyond what is stated at the official Company Website. Affiliate also agrees not to reproduce commission checks or distribute commission checks in any form or by any means.

Affiliate agrees not to disparage Company, Company products or services or other Company Affiliates in any manner. Affiliate understands and agrees that disparagement may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions.

SPAM PROHIBITED

Company has zero tolerance toward any Affiliates associated with spam. The accounts of Affiliates associated with spam are immediately terminated as soon as the violation is verified, with a cancellation of any pending monies or commissions owed.

Company will immediately terminate any Affiliate account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk e-mail.

For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about Company, Company products or services, who has not specifically requested the information directly from Affiliate. Company considers ANY type of advertisement about Company, Company products or services, posted to a Newsgroup or Chat Room, in violation of their posting rules, to be spam.

Affiliate agrees to comply with all U.S. State and Federal spam laws, including but not limited to the Federal CAN-SPAM Act.

Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then you as Affiliate agree to pay Company liquidated damages of $500 for each piece of spam or unsolicited email transmitted from or otherwise connected with you or your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated.

PAYMENTS

Vendors pay affiliates directly and the company PayDotCom LLC is not responsible for, involved in or obligated in any way for Vendor affiliate payments. The company PayDotCom LLC does not collect unpaid affiliate fees from Vendor.

The PayDotCom, LLC Associate Program will be responsible for paying commissions to affiliates of the Company’s Associates Program.

All Affiliate payments will be made in U.S. dollars. If a sale is canceled or refunded, any paid commission will be deducted from a subsequent payment. Affiliate commissions will not be paid based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. Company reserves the right to deduct in subsequent months, any commission paid for a product or service that is subsequently returned or refunded, or for any reason where the previous monthly commission was overpaid or later subject to reduction.

Normally, commissions will be paid by Vendors for their affiliates or by Company for their affiliates, as outlined on our Company Web site and in this agreement. However, affiliate expressly agrees that company may withhold commissions for any extended period of time, that company deems reasonable or necessary, to protect Vendor’s or Company’s interests, in certain circumstances. Said circumstances may include but are not limited to, the selling of high ticket items or services, fraud, charge backs, bank or merchant account delays in payment of funds, freezing of funds, or for any other reason company deems necessary to protect its interests.

Company and/or Vendor reserves the right to change the price of products and commission percentages for products and/or services without notice. Commissions are based on the percentage of sale in effect at the time of sale.

Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to have sales tracked and recorded to qualify for commissions. Company is not responsible for the failure to assign any sale or commissions to Affiliate if the same results from the improper formatting of any affiliate links.

Company will only pay commissions on sales that are tracked through our tracking system and indicate Affiliate as the source of the visit to Company Web site. Affiliate has no right to commissions if a buyer later returns to the Company site through another Affiliate link or source and makes a purchase.

You have no right to commissions based upon subsequent sales, even where the customer first arrived at the Company site through your Affiliate link. Commissions will only be paid when the buyer makes a purchase on the same visit using your Affiliate link.

NO INCOME CLAIMS ARE MADE

Company makes no representations or warranties whatsoever, regarding potential income that may result from participation in Company's Affiliate Program and Company specifically disclaims any and all warranties in regards to Affiliate's earning potential.

Affiliate agrees to provide Company with valid contact information upon registration.

Company will make every reasonable effort to accurately track and pay commissions for all sales that belong to or are credited to Affiliate. Company is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily interfere with, disrupt or diminish tracking or service.

Company shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or program, even where Company has been advised of the possibility of such damages. Company's total liability arising from this agreement or program shall not exceed the total commissions paid or payable by Company.

Company is responsible for handling all customer inquiries, fulfilling product orders, customer billing and collection of monies.

Company pricing of products and services is totally within Company discretion and Company reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advance notice to Affiliate.

Our only responsibility to you in this regard is to track customer orders that occur through links from Affiliate and make reports of the commissions due as a result thereof. All such reports shall be UN-audited.

To protect customer privacy, under Company's Privacy Policy, if deemed necessary Company reserves the right to withhold identifying customer contact information from Affiliate. Company has no obligation to provide Affiliate with any specific information for any customer, regardless of whether said customer arrived at the Company Web site through an Affiliate link.

Company reserves all rights in or to its trademarks and service marks and copyrights, although they may be used by Affiliate in accordance with this agreement. Affiliate may in no way display a Company logo, image, or trademark which may be distasteful, defame, or misrepresent Company in any way.

RATINGS

Company may publish scores and ratings based on Vendor and Affiliate sales and other factors. The criteria and methods for said scores and ratings are made in the Company's sole and absolute discretion. Vendor and Affiliate agree that Company has the right to perform said evaluation and publish said findings in Company's system. Vendors and Affiliates agree that said ratings are not to be considered an endorsement by Company and should not be relied on in choosing who to work with or any indication of current or future success.

Vendors and Affiliates agree to do their own due diligence before making a business decision and agree that Company is not responsible for the success or failure of their business decisions relating to any information presented by Company or otherwise.

PROHIBITIONS

You may not post, send, submit, publish, or transmit in connection with this System any material that:

  • you do not have the right to use, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent;
  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • amounts to a 'pyramid' or similar scheme;
  • disobeys any policy or regulations established from time to time regarding use of this System;
  • contains information to other entities that contain content that falls within the descriptions set forth above.

Although under no obligation to do so, our Company reserves the right to monitor use of this System to determine compliance with this agreement, as well the right to revoke your Affiliate status for any reason.  Notwithstanding these rights, you remain solely responsible for the content of your submissions.  You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action or inaction by Company or such third party with respect to any submission.

Company reserves the right to terminate your affiliate status for any reason in our sole and absolute discretion, including but not limited to the reasons set forth herein.

Company makes no warranties expressed or implied for the Affiliate Program except as outlined in this Agreement. Affiliate program is provided As Is.

Company and Affiliate reserve the right to terminate this agreement at any time, without notice. If terminated, outstanding commissions shall be paid in the next payment cycle, as long as the terms of this agreement were not violated by the Affiliate. Payment of the final commission payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct amount of monies due are paid.

Affiliate is solely and fully responsible for any and all costs and expenses Affiliate incurs in the marketing of the Company, Company products and services, and Affiliate agrees to hold Company harmless from same.

CONFLICTS & ARBITRATION

This Agreement will be governed and interpreted pursuant to the laws of New Jersey, United States of America, notwithstanding any principles of conflicts of law.  You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between you and Company arising out of this Agreement or pertaining to the subject matter hereof.

The parties agree that any claim or dispute between them, or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, including the validity of this arbitration clause, that cannot be settled within six months after the time the dispute has been raised by one party regarding the interpretation of any provision of this agreement, and nothing else, shall be settled by binding arbitration. Any such arbitration proceeding, including the interpretation of this agreement, shall be conducted in Montclair, New Jersey under the laws of the State of New Jersey and in accordance with the rules of the American Arbitration Association or its successor. Any judgment upon an award rendered by the arbiters, including remedies of repossession, replevin, or other remedies where property would be subject to reclamation or disposition, may be entered in the Federal and State Courts of the State of New Jersey and in any other New Jersey Court having jurisdiction. The arbiters shall not have the power to amend this agreement in any respect. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.  Each party shall bear and be responsible for their own costs and attorney fees.

The parties to this Licensing Agreement each agree that the exclusive venue for any dispute between the parties arising out of these Agreement or pertaining to the subject matter of this Agreement will be in Montclair, New Jersey. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement among the parties relating to this subject matter.  Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain, except when in conflict with this Agreement.

You agree that you will not join any other party in any dispute you have with Company and that you must bring any action under this agreement as a sole individual or sole entity.

The terms constituting this offering are set forth in writing on this System.  Whether or not you choose to print this Agreement, containing the terms and conditions as described herein, you agree that this contract constitutes a writing.

This Agreement is being written in English, which is to be the official language of the contract’s text and interpretation.  If you do not agree with the above terms and conditions, you have the option to not use the Company System.

In the event that any provision of this Agreement is held to be invalid or unenforceable, said provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

The Company obligations and Affiliate remedies are solely and exclusively as described and limited in this agreement. Company liability, whether based on contract, tort, warranty, strict liability, or other legal claim, shall not exceed the price of the individual goods, products, services or commission owed, whose alleged defect or damage is the basis of the claim. In no event shall Company be liable for any loss of profits, loss of use, or other indirect, incidental, or consequential damage to Affiliate.

Company reserves all rights not expressly granted here.

FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

ACKNOWLEDGMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN COMPANY AND YOU, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND COMPANY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT CANNOT BE MODIFIED OR AMENDED EXCEPT BY A FURTHER WRITTEN INSTRUMENT EXECUTED BY YOU AND COMPANY.


Effective Date: May 25th 2018


PAYDOTCOM DATA PROCESSING TERMS

PayDotCom and the counterparty agreeing to these terms (“Customer”) have entered into an agreement for the provision of the Services (as amended from time to time, the “Agreement”).

These PayDotCom Data Processing Terms (including the appendices, “Data Processing Terms”) are entered into by PayDotCom and Customer and supplement the Agreement. These Data Processing Terms will be effective, and replace any previously applicable terms relating to their subject matter, from the Terms Effective Date.

If you are accepting these Data Processing Terms on behalf of Customer, you warrant that: (a) you have full legal authority to bind Customer to these Data Processing Terms; (b) you have read and understand these Data Processing Terms; and (c) you agree, on behalf of Customer, to these Data Processing Terms. If you do not have the legal authority to bind Customer, please do not accept these Data Processing Terms.

These Data Processing Terms sets out the additional terms, requirements and conditions on which PayDotCom will process Personal Data when providing Services under the Agreement. These Terms contains the mandatory clauses required by Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors.

By agreeing to these Terms, Customer enters into them on its own behalf and on behalf of its Affiliates, if and to the extent PayDotCom Processes Personal Data for which such Affiliates qualify as Controller.

DEFINITIONS

Affiliate” shall mean, as to any entity, any other entity that, directly or indirectly, controls, is controlled by or is under common control with such entity.

GDPR” means the EU General Data Protection Regulation ((EU) 2016/679)) of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

Controller” shall mean the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Information.

Customer Personal Information” shall mean the Personal Data which PayDotCom is Processing as Processor on behalf of Customer in order to provide the Services.

“Data Protection Laws” shall mean all data protection and privacy laws applicable to the respective party in its role in the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.

“EU Data Protection Law” shall mean (i) the GDPR, and any equivalent or replacement law in any Member State and all and any regulations made under those acts or regulations; (ii) the guidelines, recommendations, best practice opinions, directions, decisions, and codes of conduct issued, adopted or approved by the European Commission, the European Data Protection Board, and/or any supervisory authority or data protection authority from time to time in relation to the GDPR; and (iii) any judgments of any relevant court of law relating to the processing of personal data, data privacy, and data security..

EU Standard Contractual Clauses” shall mean the Standard Contractual Clauses for the Transfer of Personal Data to Processors Established in Third Countries set forth in the Commission Decision 2010/87/EC of 5 February 2010, as well as under any new laws, rules, regulations, and/or contracts that that replace, supersede, or are required to be implemented in connection with the Standard Contractual Clauses.

Member State” shall mean a country that is a member of the European Union or of the European Economic Area.

Personal Data” shall mean any information relating to an identified or identifiable natural person (“Data Subject”), which information is subject to Data Protection Legislation; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier such as an IP or MAC Address or Mobile ID, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Personal Data Breach” shall mean a suspected or actual breach of the PayDotCom technical and organizational measures leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.

“Privacy Shield” shall mean the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision C(2016)4176 of 12 July 2016 (as may be amended, superseded or replaced).

Process” or “Processing” shall mean the collection, recording, organization, alteration, use, access, disclosure, copying, transfer, storage, deletion, combination, destruction, disposal or other use of Personal Data by the Processor on behalf of Customer.

Processor” shall mean a natural or legal person, public authority, agency or other body which processes Personal Information on behalf of the Controller.

Services” shall mean the services provided by PayDotCom as described in the Agreement.

Sub-processor” means any subcontractor engaged by PayDotCom for the Processing of Customer Personal Data in accordance with Section 8.1.

Supervisory Authority” shall mean an independent public authority which is established by a Member State pursuant to Data Protection Legislation.

“Term” shall mean the period from the Terms Effective Date until the end of PayDotCom’s provision of the Services under the Agreement.

“Terms Effective Date” shall mean the date on which Customer clicked to accept or the parties otherwise agreed to these Data Processing Terms.

Transfer” shall mean the access by, transfer or delivery to, or disclosure of Personal Data to a person, entity or system located in a country or jurisdiction other than the country or jurisdiction where the Personal Data originated from.


DATA PROCESSING

2.1 These Data Processing Terms will take effect on the Terms Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Personal Data by PayDotCom as described in these Data Processing Terms.


2.2 These Data Processing Terms apply if and to the extent PayDotCom is Processing Customer Personal Information. In this context, PayDotCom will act as a “Processor” to the Customer, who may act as “Controller” or “Processor” with respect to Customer Personal Data.


2.3 Annex 1 (Processing Details) sets out:

(a) the nature, purposes, and subject matter of the Processing;

(b) the duration of the Processing;

(c) the categories of Data Subjects; and

(d) the types of Customer Personal Data.


2.4 PayDotCom will Process Customer’s Personal Data for the sole purpose of providing the Services according to Customer’s written instructions. The Parties agree that the Agreement and these Data Processing Terms constitute Customer’s complete and final documented instructions to PayDotCom in relation to the Processing of Customer’s Personal Data. Additional instructions outside the scope of the Agreement or these Data Processing Terms (if any) require prior written agreement between PayDotCom and Customer, including agreement on any additional fees payable by Customer for carrying out such instructions.  Customer shall ensure that its instructions comply with all laws, rules and regulations applicable in relation to Customer’s Personal Data, and that the Processing of Customer’s Personal Data in accordance with Customer’s instructions will not cause PayDotCom to be in breach of EU Data Protection Law.

2.5 PayDotCom will not access or use Customer’s Personal Data, except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body.

2.6 Customer agrees that (i) it will comply with its obligations under Data Protection Laws in respect of its Processing of Customer’s Personal Data, including any obligations specific to its role as a Controller and/or Processor (as applicable); and (ii) it has provided notice and obtained (or will obtain) all consents and rights necessary under Data Protection Laws for PayDotCom to Process Customer’s Personal Data and provide the Services pursuant to the Agreement and these Data Processing Terms. If Customer is itself a Processor, Customer warrants to PayDotCom that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of PayDotCom as another Processor, have been authorized by the relevant Controller.


TECHNICAL AND ORGANIZATIONAL MEASURES


PayDotCom will implement and maintain technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals.


Customer is responsible for making an independent determination as to whether the technical and organizational measures implemented by PayDotCom meet Customer’s requirements and legal obligations under GDPR. Customer acknowledges that the PayDotCom technical and organizational measures are subject to technical progress and further development and that PayDotCom may update or modify the PayDotCom technical and organizational measures from time to time provided that such updates and modifications do not result in a material degradation of the overall security of the Services provided to Customer under the Agreement.


Customer agrees that, without prejudice to PayDotCom’s obligations under Section 3.1: (a) Customer is responsible for its use of the Services, including making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of Customer’s Personal Data, securing its account authentication credentials, managing its data back-up strategies, and protecting the security of Customer’s Personal Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer’s Personal Data uploaded to the Services; and (b) PayDotCom has no obligation to protect Customer’s Personal Data that Customer elects to store or transfer outside of PayDotCom’s and its Sub-processors’ systems (for example, offline or on premise storage).



DATA SUBJECT RIGHTS AND REQUESTS

4.1 PayDotCom shall rectify, erase, allow the portability of or otherwise Process Customer’s Personal Data and take any other measures in relation to requests from Data Subjects in relation to their rights under applicable EU Data Protection Law only in accordance with and subject to Customer’s written instructions.

4.2 To the extent permitted by applicable Data Protection Legislation, PayDotCom will inform Customer without undue delay of requests from Data Subjects exercising their rights thereunder that are addressed directly to PayDotCom regarding Customer’s Personal Data. If Customer is obliged to provide information regarding Customer’s Personal Data to third parties (e.g., Data Subjects or any Supervisory Authority), PayDotCom shall use best efforts to assist Customer in doing so by providing all required information.

4.3 Customer agrees that, without prejudice to PayDotCom’s obligations under Sections 4.1 and 4.2 above, Customer is solely responsible for dealing with Data Subject requests.

4.4 If a law enforcement agency sends PayDotCom a demand for Customer’s Personal Data (e.g., a subpoena or court order), PayDotCom will redirect the law enforcement agency to request that data directly from Customer.  As part of this effort, PayDotCom may provide Customer’s contact information to the law enforcement agency. If compelled to disclose Customer’s Personal Data to a law enforcement agency, then PayDotCom will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy to the extent PayDotCom is legally permitted to do so.

4.5 Customer acknowledges that PayDotCom is required under the GDPR to: (a) collect and maintain written records of certain information, including the name and contact details of each Processor and/or Controller on behalf of which PayDotCom is acting and, where applicable, of such Processor’s or Controller's local representative and data protection officer. and (b) make such information available to the Supervisory Authorities. Accordingly, if GDPR applies to the Processing of Customer’s Personal Data, Customer will, where requested, provide such information to PayDotCom via the Services or other means provided by PayDotCom, and will ensure that all information provided is kept accurate and up-to-date.


CONFIDENTIALITY

5.1 Without prejudice to any existing contractual arrangements between the Parties, PayDotCom shall treat all Customers’ Personal Data as strictly confidential and is shall inform all its employees, agents and/or approved Sub-processors engaged in Processing the Customer’s Personal Data of the confidential nature of the data. PayDotCom shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

5.2 PayDotCom will not disclose Customer’s Personal Data to any third party, unless authorized by Customer or required by mandatory law. If a government or Supervisory Authority demands access to Customer’s Personal Data, PayDotCom will notify Customer prior to disclosure unless prohibited by law.

INFORMATION AND AUDIT


PayDotCom shall also provide written responses (on a confidential basis) to all reasonable requests for information made by Customer related to its Processing of Customer’s Personal Data, including responses to information security and audit questionnaires that are necessary to confirm PayDotCom’s compliance with these Data Processing Terms, provided that Customer shall not exercise this right more than once per year.


Customer agrees to exercise any right it may have to conduct an audit or inspection of PayDotCom’s technical and organization measures, including under the EU Standard Contractual Clauses if they apply, by instructing PayDotCom to carry out such audit.  


RETURNING OR DELETING CUSTOMER’S PERSONAL DATA

Upon termination or expiration of the Agreement, or anytime upon Customer’s written request, PayDotCom shall promptly return or delete all copies of Customer’s Personal Data. PayDotCom shall not be required to return or delete Customer’s Personal Data to the extent (i) PayDotCom is required by applicable law or order of a governmental or regulatory body to retain all or some of Customer’s Personal Data, or (ii) Customer has not paid all amounts due under the Agreement.


SUB-PROCESSORS

Customer agrees that PayDotCom may engage Sub-processors to Process Customer’s Personal Data on Customer’s behalf. Customer hereby consents to PayDotCom continuing to use any of PayDotCom’s Affiliates and all Sub-processors already engaged by PayDotCom as at the date of these Data Processing Terms (a full list is available on request by contacting the PayDotCom’s helpdesk at http://support.paydotcom.com/support/solutions/13000002970. Customer shall promptly take any reasonable action required or appropriate to facilitate or support any transfer of Customer’s Personal Data to approved Sub-processors (e.g. updating registrations with Supervisory Authorities).   


PayDotCom shall notify Customer of any new Sub-processor PayDotCom wishes to appoint to carry out Processing activities on behalf of Customer. If, within two (2) weeks of receipt of any such notice, Customer notifies PayDotCom in writing of any objections to the proposed appointment for legitimate reasons, PayDotCom shall work with Customer in good faith to take reasonable measures to address the objections raised by Customer, and where such measures cannot be agreed within three (3) weeks from PayDotCom’s receipt of Customer’s notice, Customer may by written notice to PayDotCom with immediate effect terminate the Agreement to the extent that it relates to the Services which require the use of the proposed Sub-processor. “Legitimate reasons” shall be deemed given if there is an indication based on objective facts which reasonably support the assumption that the engagement of the Sub-processor would breach applicable law or this DPA.


Where PayDotCom engages a Sub-processor to carry out specific Processing activities on behalf of Customer, PayDotCom shall enter into a written agreement with the Sub-processor which includes terms which offer the same level of protection for Customer’s Personal Data as those set out in this DPA.


Notwithstanding any approval by Customer within the meaning of Section 8.1, PayDotCom shall remain fully liable vis-à-vis Customer for the performance of any such Sub-processor that fails to fulfil its data protection obligations under these Data Processing Terms and/or any applicable Data Protection Laws.



TRANSFERS of PERSONAL INFORMATION

To the extent that PayDotCom Processes any Customer’s Personal Data in a country that is neither a Member State nor considered by the European Commission to have adequate level of protection for personal information, PayDotCom will (i) enter into EU Standard Contractual Clauses with Customer, unless PayDotCom can demonstrate adherence to one of the other statutory Transfer mechanisms approved by the European Commission, such as the Privacy Shield.

To the extent that Customer or PayDotCom are relying on a specific statutory mechanism to normalize international Personal Data Transfers that is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, Customer and PayDotCom agree to cooperate in good faith to promptly terminate the Transfer or to pursue a suitable alternative mechanism that can lawfully support the transfer.

For the purposes of Section 9.2, PayDotCom and Customer agree that incorporation of the EU Standard Contractual Clauses or Privacy Shield into these Data Processing Terms shall act as a legally-binding execution.  


INFORMATION OBLIGATIONS AND PERSONAL DATA BREACH


If PayDotCom becomes aware of a Personal Data Breach that impacts the Processing of the Customer’s Personal Data that is the subject of the Agreement and is reasonably likely to require a data breach notification by Customer under EU Data Protection Law, PayDotCom will without undue delay: (a) notify Customer of the Personal Data Breach; and (b) take reasonable steps to minimize any damage resulting from the Personal Data Breach.


To assist Customer in relation to any Personal Data Breach notifications Customer is required to make under the EU Data Protection Law, PayDotCom will include in the notification under Section 10.1(a) such information about the Personal Data Breach as PayDotCom is reasonably able to disclose to Customer, taking into account the nature of the Services, the information available to PayDotCom, and any restrictions on disclosing the information, such as confidentiality.


Customer agrees that:


An unsuccessful Personal Data Breach will not be subject to this Section 10. An unsuccessful Personal Data Breach is one that results in no unauthorized access to Customer’s Personal Data or to any of PayDotCom’s equipment or facilities storing Customer’s Personal Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents; and

PayDotCom’s obligation to report or respond to a Personal Data Breach under this Section 10 is not and will not be construed as an acknowledgment by PayDotCom of any fault or liability of PayDotCom with respect to the Personal Data Breach.


Notification of Personal Data Breaches, if any, will be delivered to one or more of Customer’s administrators by any means PayDotCom selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on PayDotCom’s systems, and secure transmission at all times.

Customer acknowledges that PayDotCom will not assess the contents of Customer’s Personal Data in order to identify information subject to any specific legal requirements. Customer is solely responsible for complying with the data breach notification obligations applicable to Customer under EU Data Protection Law and fulfilling any third-party notification obligations related to any Personal Data Breach.


11. LIABILITY

11.1 The liability of each Party under these Data Processing terms shall be subject to the exclusions and limitations of liability set out in the Agreement. Customer agrees that any regulatory penalties incurred by PayDotCom in relation to the Customer’s Personal Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under these Data Processing Terms and EU Data Protection Law shall count towards and reduce PayDotCom’s liability under the Agreement as if it were liability to Customer under the Agreement.

12. GENERAL

12.1 If any provision of these Data Processing Terms is ineffective or void, this shall not affect the remaining provisions. The parties shall replace the ineffective or void provision with a lawful provision that reflects the business purpose of the ineffective or void provision. In case a necessary provision is missing, the parties shall add an appropriate one in good faith.

12.2 In the event of any inconsistency between the provisions of Data Processing Terms and the provisions of the Agreement, the provisions of Data Processing Terms shall prevail.

12.3 These Data Processing Terms will be governed and construed in accordance with the governing law and applicable jurisdiction provisions of the Agreement, unless required by applicable Data Protection Law.


Except as otherwise detailed herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.


PayDotCom Data Processing Terms, Version 1.0

May 25, 2018





Annex 1 Subject Matter and Details of the Data Processing

Subject Matter

PayDotCom’s provision of the Services and any related technical support to Customer.

Duration of the Processing

The Term plus the period from expiry of the Term until deletion of all Customer Personal Data by PayDotCom in accordance with these Data Processing Terms.

Nature and Purpose of the Processing

PayDotCom will Process (including, as applicable to the Services and the instructions described in Section 2.4 (Customer’s Instructions), collecting, recording, organizing, structuring, storing, altering, retrieving, using, disclosing, combining, erasing and destroying) Customer Personal Data for the purpose of providing the Services and any related technical support to Customer in accordance with these Data Processing Terms.

Types of Personal Data

Customer Personal Data may include your name, address, telephone number, email address, or any screen name or user name you may use, payment methods, purchase & sales & refund transactions history, commissions due & paid, amount of sales, and other relevant information related to processing sales on PayDotCom platform.

Categories of Data Subjects

Customer Personal Data will concern the following categories of data subjects:

Data Subjects about whom PayDotCom collects Personal Data in its provision of the Services; and/or

Data Subjects about whom personal data is transferred to PayDotCom in connection with the Services by, at the direction of, or on behalf of Customer.