Terms of Service

Last updated: April 19th, 2021
Please read these Terms of Service ("Terms" or "Terms of Service") carefully before using the payin.one website (the “Platform” or “PayInOne Platform”) operated by PayInOne, LLC ("PayInOne", "us", "we", or "our"). For purposes of these Terms, “you” and “your” means you as a user of the Services. We may update these Terms by posting an updated version to our website (“Site”) here
Your access to and use of the services (the “Services”) we make available to you on the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. If you disagree with any part of the Terms, then you do not have our permission to access the Service. If you have questions about these Terms, contact our Customer Support team by submitting a request here before accessing the Services.
At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.
If you are accessing or using the Services on behalf of a business or other legal entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.
Section 24 also includes your waiver to consolidated or class actions and your agreement to resolve disputes through binding arbitration. Please read it carefully and only consent to these terms if you understand and agree to this provision.

1. Overview.

PayInOne provides a seamless experience of managing and paying your contractors, users and partners worldwide. You may register to the Platform as either a “Contractor” or “Client”. Depending on the designation of your account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.  
Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.
Client and Contractor Management Services.
Clients use PayInOne to seamlessly onboard Contractors to their accounts payable systems, conduct vendor due diligence, guide them on compliance in regards to tax and labor regulations, execute agreements and produce statements of work, and simplify the process of making payments to Contractors (“Client Management Services”).
Contractors use PayInOne to easily connect with their clients, memorialize contract terms, store payment and bank account preferences, and unify payment flows through a single platform (“Contractor Management Services”).

How it works:

· Registration is free.
· PayInOne collects compliance information from Contractors on behalf of Clients.
· Clients pay a monthly fee, fixed fee, or per active contract fee and a percentage fee of the volume paid out, as further set forth on the PayInOne Platform.
· PayInOne’s Contract generation tool allows Users to set memorialize timelines, deliverables, fees, and acceptance criteria.
· Clients and Contractors agree that the acceptance criteria have been met.
· Clients make payments to Contractors through the PayInOne Platform using supported payment methods.
· PayInOne makes payouts to Contractors.
· Contractors receive owed funds after every payout until the contract is terminated by either Client or Contractor.
· In the event that the contract is a milestone contract, the contract will continue until it is terminated.

2. Definitions.

Capitalized terms in these Terms of Service are defined as follows:
“Account” is an account to access and use the Platform in accordance with the terms hereof.
“Administrator” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.
“Clients” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, make payments to Contractors for their services.
“Contracts” are the legally binding documents executed by Clients and Contractors using the Platform’s Contract generation tool that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor.
“Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.
“Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.
“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.
“Funds” are the funds payable to Contractors for the services described in a Contract.
“Management Services” are any Client Management Services or Contractor Management Services.
“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.

3. Eligibility.

We make the Platform and the Services available to Users 16 years of age or older. If you are not 16, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. PayInOne may refuse to provide open an Account for any individual or entity at its sole discretion.

4. PayInOne Accounts.

4.1. Applying for an Account. In order to access and use the Services, you will be required to create an account. To apply for an Account, you must provide your full legal name, a valid email address, legal address and any other required information to complete the sign-up process, as requested by PayInOne. If you are applying for an Account on behalf of a Business, you may also be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit PayInOne and its financial partners to conduct due diligence on you prior to opening an Account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”). If you do not agree to the terms of our Privacy Policy, do not apply for an Account. If you are applying for an Account on behalf of a Business, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your Business’ Account.
4.2. Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. PayInOne will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold PayInOne harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.

5. Use of Services.

Subject to these Terms, PayInOne allows you to access and use the Platform and/or Services on a non-exclusive basis solely for your or the Business’, as applicable, internal business purposes. PayInOne may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
Use of and access to the Platform and/or Services is void where prohibited by law. By using the Services, you (where relevant on behalf of the applicable Business) represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (d) will not add any Personal Data (as defined in the DPA) of any third-party (“Third-Party“) to the Services, without the prior consent of the applicable Third-Party, and shall ensure that a record of such consents is maintained, all as required under applicable law; and (e) you shall comply with applicable laws, regulations, guidelines and these Terms throughout your use of the Platform and/or Services.

6. Content.

Certain types of content may be made available through the Services. “Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. PayInOne allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as “User Content”.
PayInOne does not endorse any content (including without limitation any user content) or any opinion, recommendation, or advice expressed in any content and expressly disclaims any and all liability in connection with the content and/or user content. We disclaim all liability, regardless of the form of action, for the acts or omissions of any and all users (including unauthorized users), whether such acts or omissions occur during the use of the services or otherwise.
PayInOne may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that PayInOne reserves the right to treat User Content as content stored at the direction of users for which PayInOne will not exercise editorial control except when violations are directly brought to PayInOne’s attention.
You understand that PayInOne is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Users must agree to these Terms, it is possible that other Users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
It is also possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content you share with other Users may use information you provided through such User Content for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks.

7. Restrictions.

7.1 User Content Restrictions. PayInOne has no obligation to accept, display, or maintain any User Content. Moreover, PayInOne reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.
Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) imposes an unreasonably or disproportionately large load on our infrastructure; (iii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iv) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (v) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (vi) does not comply with all applicable laws, rules and regulations; or  (vii) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
7.2. Use Restrictions. You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.
Further, you may not (i) use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities set forth in the Prohibited Activity List; or (ii) do or attempt to do any of the Prohibited Uses set forth in the Prohibited Activities List. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.

8. Payments.

8.1 Payment Plans. If you are a Client, certain Services are subject to the payment of the fees to PayInOne detailed on the PayInOne Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)"). You hereby agree to make payment to PayInOne of such fees detailed on the Platform in accordance with your applicable Payment Plan.
The payment plan will be charged at the moment you issue a payment to a Contractor or an employer or record on the platform as an additional amount. A separate invoice will be generated and will be located in the billing section.
If you pay for your Payment Plan using a debit method, wire transfer or credit card (“Card”), the following terms apply:
· Foreign Transaction Fees. You acknowledge that for certain transactions, your Card’s issuing bank may charge a foreign transaction fee or other charges. · Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Client remains responsible for any amounts not remitted to PayInOne and PayInOne may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement. · In the case where you have auto payments activated on PayInOne, we will automatically charge you your payment plan on top of the payments Client will be issuing.

PayInOne may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending PayInOne notice of termination to service@payin.one. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
PayInOne may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time ("Free Trial").To participate in a Free Trial, you must select a Payment Plan and provide a valid payment method, however, we will not charge your payment method unless you continue using the Services after the Free Trial is over. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by emailing service@payin.one. If you or PayInOne cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, Content, and all other data associated with your Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial will automatically be converted to a paid Payment Plan at the end of the trial period, and you hereby authorize us to charge the payment method your provided us in accordance with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending PayInOne notice of termination to at least 5 days prior to the end of your next billing cycle. At any time and without notice, PayInOne reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan at any time.
Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to PayInOne are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.
8.2 Payment Methods. Except for PayInOne’s role as a limited payment agent for Contractors as set forth in Section 9.4, PayInOne does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, PayInOne partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. PayInOne is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. PayInOne also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges. PayInOne does not charge Contractors any fees for payments processed through the Platform regardless of payment method, however, PayInOne is not responsible for any transaction fees, foreign exchange fees or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.
8.3 Compliance. Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions or as otherwise required by applicable law, PayInOne and Payment Service Providers will collect, store and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy for more information here. Payment Services Providers may also collect payment information necessary for processing User payments. Except for payment amount and payment status details stored in your dashboard, PayInOne does not have access to payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider.
By using any payment method and providing payment information to PayInOne or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.
All payment services, including withdrawal services will be provided by PayInOne’s Payment Service Provider.
8.4 Payment Service Providers. If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to PayInOne.

9. Management Services.

The following terms apply to any Management Services hereunder:
9.1 Contracts.
9.1.1 Contract Dashboard. Users can use the Platform to create and manage Contracts. Each Contract is assigned a unique Contract ID. Users can organize Contracts on the PayInOne dashboard according to Contract type, execution status, Client, Contractor and ID.
9.1.2 Contract Templates. PayInOne provides Users with three Contract templates (“Templates”):
· “Fixed Contract” - open-ended contracts featuring fixed payments at regular intervals for recurring services.
· “Pay As You Go Contract” closed-end contracts featuring payment of a predetermined amount upon acceptance of services by the Client, partial payment can be made at regular intervals.
· “Milestone Contract” - contracts featuring fixed payments upon achievement of pre-defined milestones.
9.1.3 Contract Generation. Users can set contract terms by selecting from pre-set parameters using PayInOne’s Contract generation tool. Parameters include Client and Contractor names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.
9.1.4 Contract Execution. Users can use PayInOne’s secure e-sign functionality to execute agreements. Contracts executed on PayInOne are legally binding.
9.1.5 Pre-Existing Agreements. Users can also use the PayInOne dashboard to upload and manage agreements created and executed by Clients and Contractors outside the Platform. Users can extract parameterized terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface.
9.1.6 Contract Management. Users can securely store and manage multiple Contracts in their Accounts organized by type, counterparty, and completion status. Users can limit access to Contracts and Contract information to specific persons, companies, or groups. Users can track each Contract according to Client approval status and payment status. Users may also modify or terminate Contracts through the Platform.
9.1.7 Prohibited Contract Terms. If we determine that the content of a Contract violates these Terms or the Prohibited Activity List, we may remove the Contract from your Dashboard without prior notice to you. We may also suspend or close your Account. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action. Contracts removed from your Account may not be edited or restored.
9.2. Disputes and Contract Cancellations.
9.2.1 Reversals and Disputes. Clients should not initiate payments until Contractors have met the acceptance criteria or other requirements detailed in a Contract. Except to satisfy the compliance obligations set forth in Section 9.3, PayInOne cannot reverse payments or withhold funds from Contractors, and cannot cause Payment Service Providers to reverse payments or withhold funds from Contractors once funds have been received by PayInOne or the relevant Payment Service Provider. If a Client is not satisfied with the service provided by a Contractor or makes a payment in error, the Client must initiate a refund, reversal or other payment dispute process directly with the Contractor or with the relevant Payment Service Provider. PayInOne will not adjudicate payment or Contract disputes between Users regardless of payment method or Contract status under any circumstances, and Users are solely responsible for dispute settlement. Refunds and reversals of payments made through a Payment Service Provider are subject to the terms and conditions of your Payment Service Provider agreement.
9.2.2 User-Initiated Contract Cancellation. If a Client owes outstanding payments to a Contractor after completion of work, or if a Client is dissatisfied with the service provided by a Contractor, the Client or Contractor may initiate cancellation of the Contract through the PayInOne dashboard. Cancellation of a Contract through the PayInOne dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality or validity of a Contract. The Services record the initiator of, and the time and date of the cancellation. If you delete a Contract, the deleted Contract and all Content therewith will immediately become inaccessible to other Users, after which we will permanently delete the Contract from our servers. Users may not initiate or request payment for services related to, or alter the status of a Contract after it has been cancelled.
9.2.3 Contract Cancellation by PayInOne. PayInOne may cancel a Contract in the event of suspicious Account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. PayInOne may also cancel a Contract if a User is no longer a PayInOne Account holder in good standing. Please contact us if you believe a Contract or another User is in violation of these Terms.
9.3. Form and Invoice Generation. We use User data to generate required tax documents for Users. We do not guarantee that information on any form generated by the Platform is accurate or correct, or that Users have selected the appropriate form for the type of tax return they submit. Users should verify the accuracy and completeness of the information on the forms before submitting them to other Users or to any tax authority. By using PayInOne to generate and sign Forms, you represent and warrant that the information you have provided is accurate and complete, and specifically to the terms of Section 12 regarding electronic signatures.
We also generate and submit invoices to Clients on behalf of Contractors when payment is due. Contractors may also use PayInOne to automatically submit invoices for recurring services, or schedule delivery of invoices according to project milestones set for in Contracts.
9.4. Appointment of PayInOne as Payment Agent
Contractors hereby appoint PayInOne as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.
Contractors agree that payment received from Clients by PayInOne will be considered the same as payment made directly to Contractors, regardless of whether PayInOne remits or fails to remit the payment to Contractors. Contractors also authorize PayInOne in its role as Payment Agent to:
· hold, disburse and retain payments on behalf of Contractors pursuant to these Terms of Service, or otherwise instruct PayInOne’s Payment Service Providers to do so; · issue refunds to Clients at the request of Contractors; and · manage Client credit and debit card chargebacks on behalf of Contractors.

In accepting appointment as Payment Agent, PayInOne assumes no liability whatsoever for any acts or omissions of Contractors related to Contracts, Forms, or these Terms of Service, failure by Contractors to provide the Services in accordance with Contracts, or failure by Clients to make payments owed to Contractors, and Contractors understand that PayInOne’s obligation to pay Contractors is subject to and conditional upon PayInOne’s actual receipt of payment from Clients. Contractors represent and warrant that they have carefully read and understood these Terms of Service and accept them fully. Contractors agree that PayInOne may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that PayInOne may deem necessary or prudent.
9.5. Payments to Contractors. Clients may pay Contractors in any of PayInOne's supported currencies. Unless Client instructs PayInOne otherwise, Client will be charged in the currency indicated on the applicable Contract, in the event a Client elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to PayInOne and the maturity of the forward will be selected based on payment date of the relevant Contract with such Contractor. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Client before the Client completes the payment. Contractors may elect to be paid in any one of PayInOne's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Contractor.
9.6 Ownership of Deliverables. Except as set forth in any Contract or statement of work between the Contractor and Client, Contractor agrees to grant all copyrights and all other intellectual property rights to the work and deliverables delivered to Clients in connection with Contracts (“Deliverables”), and the Contractor waives any and all moral rights to Deliverables. Deliverables will be considered work-for-hire under the U.S. Copyright Act. If Deliverables do not meet the requirements of work-for-hire or when the US Copyright Act does not apply, the Contractor will expressly agree to assign to Client the copyright to the Deliverables. All transfer and assignment of intellectual property to Client will be subject to full payment pursuant to the relevant Contract terms. Clients may not use the Deliverables if payment is not made in full or the Contract is cancelled for any reason. Notwithstanding the foregoing, for custom Deliverables (such as art work, design work, report generation, etc.), the Deliverables will be the exclusive property of the Client, and the Contractor assigns all rights, title and interest in the Deliverables to the Client. Contractors further confirm that whatever information they receive from the Client that is not in the public domain, will be kept confidential and will not be shared or used for any purpose whatsoever other than for the delivery of the Deliverables or performance of services for the Client pursuant to the Contract.

10. Communications from PayInOne.

By creating an Account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Services even after you have opted out of receiving marketing communications.

11. Electronic Signatures and Legal Notices.

You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and PayInOne or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.
You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.
We may provide notices regarding activity and alerts electronically through your Account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
Contact us immediately via email to service@payin.one if you are or believe you are having problems receiving Notices.

12. Interruption of Service.

From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to make keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.

13. Intellectual Property.

The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of PayInOne and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of PayInOne. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.
You, or the Business, as applicable, have all right, title and interest in the User Content you submit. By submitting any User Content, you grant PayInOne and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants PayInOne any right, title or interest in any intellectual property rights of Client. PayInOne shall not use any name or logo of Client in any marketing or advertising materials without Client’s prior written consent.

14. Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback will become the sole and exclusive property of PayInOne, and PayInOne may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. You hereby assign to PayInOne any and all right, title and interest to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.

15. Links to Other Web Sites or Services.

Our Services may contain links to third-party websites or services that are not owned or controlled by PayInOne. Our Services may also allow you to import or interface with third-party applications or services.
PayInOne has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant or guarantee that the offerings of any of these third-party, their services, or their websites.
You acknowledge and agree that PayInOne will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms of service and privacy policies of any third-party web sites or services that you visit or interact with.

16. Termination; Survival.

We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of PayInOne; (iv) failure to make payment in accordance with the terms hereof. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.
We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at service@payin.one. Following such request, PayInOne shall close your Account as soon as reasonably practicable.
Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation, Section 9.4 [Appointment of PayInOne as Payment Agent], , Section 9.6 [Ownership of Deliverables], Section 13 [Intellectual Property], Section 14 [Feedback], Section 17 [Indemnity and Limitations of Liability], Section 19 [Disclaimers], Section 20 [Limitation of Liability]; Section 23 [Arbitration and Class Action Waiver]; and Section 24 [Confidentiality].

17. Limitation of Liability; Indemnification.

PayInOne is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.
PayInOne assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that PayInOne's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon PayInOne's actual receipt of payment from the Client.
You agree to defend, indemnify and hold harmless PayInOne its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.

18. Force Majeure.

You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.

19. Limitation of liability.

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to PayInOne, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.  
In no event will PayInOne, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the services; (b) any conduct or content of any user of third party on the services; (c) any content obtained from the service; and (d) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Our maximum liability to you under these terms is limited to the greater of the total amount of fees actually paid by you to us in the three months preceding the event that is the basis of your claim or $500.00. These limitations apply regardless of the legal theory on which your claim is based.

20. Exclusions.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you. ‍

21. Governing Law.

These Terms will be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.

22.  ARBITRATION AND CLASS ACTION WAIVER.

You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in San Francisco, California, using the English language, before a single arbitrator. Claims involving amounts greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Claims involving amounts less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and PayInOne are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and PayInOne will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

23. Confidentiality.

“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement. The terms and conditions of this Agreement, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of PayInOne. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that PayInOne may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties.

24. Miscellaneous.

Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We reserve the right, at our sole discretion, to modify or replace these Terms at any time with notice to you. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Service. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

25. Contact Us.

Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these or Terms of Service. You can contact our Customer Support team by submitting a request. PayInOne may communicate with you via email or other channels regarding your Account, Platform system updates, and other issues related to your Account.

Prohibited Activity List

Prohibited User Activities:
· Pornography, prostitution, escorting or other adult or obscene services or activities; · Online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services; · Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances; · Drug paraphernalia; · Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals; · Marijuana dispensaries; · Any product or service that infringes upon the copyright, trademark or trade secrets of any third party; · Age-restricted products or services; · Bail bond services; · Bidding fee auction services; · Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments; · Esoteric services (e.g. astrology, psychic reading etc.); · Extended warranty services; · Weapons and munitions; · Terroristic or other illegal organizations; · Multi-level marketing, pyramid schemes, any other deceptive marketing services; · Undefined or poorly described products or services; · The sale of social media activity (e.g. Twitter followers, Facebook likes, or YouTube views); · Spyware, malware, virus, back-door, drop dead device or other program installation services; · Unfair, predatory or deceptive products and services; · Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity; · Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or · Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.
Prohibited Uses:
· Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; · Access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same; · Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, Accounts registered to other Users, or the computer systems or networks connected to the Services; · Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; · Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; · Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful; · Use the Services for illegal, harassing, unethical, or disruptive purposes; · Violate any applicable law or regulation in connection with your access to or use of the Services; · Use or access another User’s account or password without permission; or · Access or use the Services in any way not expressly permitted by these Terms.
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