Subject to Seller’s compliance with the terms and conditions of this Agreement Pass grants Seller the right and license to access and use the services features provided in the Pass dashboard (collectively, the “Service,” or “Services”) to create and share a custom link for the purpose of receiving payments from for the internal business purposes of Seller, only as provided herein and only in accordance with Pass’ applicable official user documentation, as made available from time to time.
From time to time, Pass may provide upgrades, patches, enhancements, or fixes for the Services to its Sellers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Pass shall have no obligation under this Agreement or otherwise to provide any such Updates. Seller understands that Pass may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Pass shall use commercially reasonable efforts to give Seller reasonable notice prior to any major changes.
As between the parties, Pass retains all rights, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Pass for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Seller may from time to time provide suggestions, comments or other feedback to Pass with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Seller, shall not create any confidentiality obligation for Pass notwithstanding anything else. Seller shall, and hereby does, grant to Pass a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Pass’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Seller may develop, produce, market, or distribute.
Seller shall pay Pass fees for the Service as stated in our pricing page -[Insert link to pricing page or other resource where pricing information is available.] . After processing all relevant transactions, Pass will pay to Seller the balance of the order amount after the deduction of the Fees. Pass reserves the right to change its Fees at any time. If a Seller refunds a payment to Buyer, Pass may still charge Seller all relevant Fees, as if Buyer’s payment had not been refunded. Seller shall be responsible for all taxes associated with the Services (excluding taxes based on Pass’ net income). All Fees paid are non-refundable and are not subject to set-off
Except as expressly set forth in this Agreement, Seller shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party (unless otherwise expressly agreed to by the parties); (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Pass product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Pass may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Seller is responsible for all of Seller’s activity in connection with the Service, including but not limited to uploading Seller Data (as defined below) onto the Service. Seller (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Seller’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can prove (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For purposes of this Agreement, “Seller Data” shall mean any data, information or other material provided, uploaded, or submitted by Seller to the Service in the course of using the Service. To the extent that Seller notifies Pass that such Seller Data is Seller’s Proprietary Information, Pass will keep such information confidential pursuant to this Section 6. Pass shall retain all right, title and interest in and to any information Pass learns or creates through the operation of its platform, including the Seller Data. Seller acknowledges and agrees that Pass may (i) internally use and modify (but not disclose) Seller Data for the purposes of (A) providing the Services and any support or consultation services to Seller and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Pass’ business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Pass’ products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Pass in connection with Seller’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Seller or any individual. Notwithstanding anything else, Pass is permitted to disclose including through display of Seller’s trademarks that Seller is one of its Sellers (including in its publicity and marketing materials). Seller, not Pass, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Seller Data. Pass shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Seller Data. Pass is not responsible to Seller for unauthorized access to Seller Data or the unauthorized use of the Service unless such access is due to Pass’ gross negligence or willful misconduct. Seller is responsible for the use of the Service by any person to whom Seller has given access to the Service, even if Seller did not authorize such use. Seller agrees and acknowledges that Seller Data may be irretrievably deleted if Seller’s account is ninety (90) days or more delinquent or inactive.
This Agreement shall commence upon the registration by a Seller on the Pass Website or mobile applications, and shall continue until terminated by either Party. Pass may suspend or limit Seller’s access to or use of the Service if (i) Seller’s account is inactive - more than sixty (60) without any transaction, (ii) Seller cannot access the Services because of its noncompliance with the applicable payment processor terms, (iii) Seller’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Pass ability to provide access to the Service to other Sellers; provided that in the case of subsection or (iv) Pass suspects that the Seller is, wittingly or unwittingly, using the Services in an illegal manner. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Seller (“Indemnitor”) shall defend, indemnify, and hold harmless Pass, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (i) The Seller Data or Seller’s use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right or (ii) The Seller has used the Services to defraud any Person (individual or corporate entity), committed any illegal acts or otherwise infringed on the rights of any Person. The Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED
IN NO EVENT SHALL PASS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY SELLER TO PASS HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
Upon payment of all applicable Fees, Pass agrees to use commercially reasonable efforts to resolve issues relating to the Services, as communicated by Sellers to Pass via our support email addres
This Agreement represents the entire agreement between Seller and Pass with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Seller and Pass with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of Lagos State, Nigeria. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received when receipt is electronically confirmed, if transmitted by e-mail; or on the day when receipt is confirmed by signature, if sent by recognized courier service. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. The Seller may not assign any of the rights or obligations hereunder without Pass’ consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
You may be required to sign up for an account. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not provide information that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account with anyone, and you must protect the security of your account details. You’re responsible for any activity associated with your account.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Pass);
(b) Violates any law or regulation, including any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Jeopardizes the security of your Pass account or anyone else’s (such as allowing someone else to log in to the Services as you);
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(i) Copies or stores any significant portion of the Content;
(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice.
The Services are currently free for you to use as a Buyer[Please confirm this is the correct policy. ], but we reserve the right to charge for any aspect of the Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
Warranty Disclaimer. Neither Pass nor its licensors nor suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Pass or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY PASS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnity To the fullest extent allowed by applicable law, You agree to indemnify and hold Pass, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Pass’ prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the laws of Lagos State, Nigeria.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Pass may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Pass agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Pass, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Pass, and you do not have any authority of any kind to bind Pass in any respect whatsoever. You and Pass agree there are no third party beneficiaries intended under these Terms.