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Paydiant's Terms of Use

Paydiant

Website Terms and Conditions of Use

Last Updated:  March 15, 2016

These Website Terms and Conditions of Use (the “Terms of Use”) apply to the Paydiant, Inc. (“Paydiant”, “we” or “us”) web site located at www.paydiant.com and all associated sites linked to www.paydiant.com by Paydiant, its subsidiaries and affiliates (collectively, the “Site”). The Site is the property of Paydiant and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

Paydiant reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time, with or without notice. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Paydiant grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code and other materials (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Paydiant, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, downloaded, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Paydiant’s express prior written consent.

Nothing on this website shall be construed to confer any license, offer for license or sale, or right to use under any of Paydiant’s or any third party provider’s intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses. See the “Contacting Us” section below if you have any questions about obtaining such licenses.

You may view, download, print, and copy materials on this website for your own personal, informational, non-commercial use, provided that (i) you do not modify the materials, (ii) any copies that you may make must be marked "Copyright © paydiant. All rights reserved.", (iii) you retain all copyright and proprietary notices originally contained in the materials on any copies, and (iv)  the use of such materials is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer, broadcast in any media, or used for commercial gain. You may not use, reproduce, display, transmit, or distribute any materials contained on this website for any commercial purpose. This permission terminates automatically without notice if you breach any of these terms or conditions. Upon termination, you will immediately destroy any downloaded or printed materials.

Your Use of the Site

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Paydiant reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Paydiant server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Paydiant’s systems or networks, or any systems or networks connected to the Site or to Paydiant.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Paydiant on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Paydiant or others.

Other Terms and Conditions

Additional terms and conditions may apply to specific portions or features of the Site, including developer forums or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.

Communications and Feedback

Except for any disclosure by you for technical support purposes, or as specified in our Privacy Statement, all communications from you to Paydiant will be considered non-confidential and non-proprietary. You agree that any and all comments, information, feedback and ideas regarding Paydiant, its products or services, that you communicate to Paydiant ("Feedback") shall be deemed to be non-confidential and Paydiant shall be free to use such information on an unrestricted basis. Further, such Feedback will be deemed, at the time of communication to Paydiant, the property of Paydiant, you hereby assign to Paydiant all right, title and interest in and to such Feedback and all intellectual property rights therein, and Paydiant shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you.

Accounts, Passwords and Security

Access to and use of password protected or secured areas of this Site is restricted to authorized users only and certain features or services offered on or through the Site may require you to open an account  and may require you to open an account (including setting up an ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Paydiant immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Paydiant or any other user of or visitor to the Site due to someone else using your ID, password or account as a result of your failing to keep your account information secure and confidential. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Content you are exposed to through this Site.

Privacy

Paydiant’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Paydiant’s Privacy Policy, visit www.paydiant.com\privacy Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others.

Paydiant reserves the right to review your communications on this Site to determine whether you comply with these Terms of Use and any other applicable polices or terms and conditions of Paydiant applicable to your use of the Site. Paydiant will not have any liability or responsibility for the content of any communications you post to this Site, or for any errors or violations of any laws or regulations by you. Paydiant will comply with any court order in disclosing the identity of any person posting communications on this Site. It is advisable that you review our Privacy Statement before posting any such communications.

Links to Other Sites

This Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and we are not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. Please note that when you conduct transactions with other companies providing content via this Site, you will also be subject to their privacy policies. 

Trademarks

The trademarks, service marks and logos of Paydiant used through the Site ("Trademarks") are the property of Paydiant. You have no right to use any such Trademarks, and nothing contained in this Site or the Terms of Use grants any right to use (by implication, waiver, estoppel or otherwise) any Trademarks without the prior written permission of Paydiant.  

Disclaimers

PAYDIANT DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. PAYDIANT CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. PAYDIANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PAYDIANT DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST PAYDIANT FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

Paydiant reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

Except where prohibited by law, in no event will Paydiant be liable to you for any special, indirect, consequential, exemplary, incidental or punitive damages, including lost profits, lost revenues, loss of use, or procurement of substitute goods or services, even if Paydiant has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms of Use, Paydiant is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, Paydiant’s liability shall in no event US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Indemnity

You agree to indemnify and hold Paydiant, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from and against any demands, loss, suits, actions, proceedings, investigations, damages, costs, settlement amounts, liability, claims, expenses (including attorneys’ fees) and any and all other liabilities arising out of or in connection with your use of the Site.

Violation of These Terms of Use

Paydiant may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Paydiant’s rights or property, or the rights or property of visitors to or users of the Site, including Paydiant’s customers. Paydiant reserves the right at all times to disclose any information that Paydiant deems necessary to comply with any applicable law, regulation, legal process or governmental request. Paydiant also may disclose your information when Paydiant determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Paydiant may preserve any transmittal or communication by you with Paydiant through the Site, and may also disclose such data if required to do so by law or Paydiant determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Paydiant, its employees, users of or visitors to the Site, and the public.

You agree that Paydiant may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Paydiant, for which monetary damages would be inadequate, and you consent to Paydiant obtaining any injunctive or equitable relief that Paydiant deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Paydiant may have at law or in equity.

You agree that Paydiant may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Paydiant does take any legal action against you as a result of your violation of these Terms of Use, Paydiant will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Paydiant. You agree that Paydiant will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Suffolk County, Massachusetts, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In the event of any controversy or dispute between Paydiant and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Void Where Prohibited

Paydiant administers and operates the Site from its location in Massachusetts USA. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Notices and Procedure For Making Claims Of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Paydiant’s copyright agent at the following address: Paydiant, 275 Grove St., Newton, MA 02466, Attn: Legal Department. Paydiant requests that you adhere to the following procedure for making any infringement claim. ANY NOTICES THAT DO NOT ADHERE TO THE FOLLOWING PROCEDURE WILL NOT RECEIVE A RESPONSE. Please send the following information to Paydiant’s copyright agent:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;

2. a description of the copyrighted work that you claim has been infringed (including either a URL of where the copyrighted work exists or a hard copy of the copyrighted work);

3. identification of the URL or other specific location on the Site where the material you claim is infringing is located;

4. your contact information, including at a minimum your address, telephone number, and email;

5. a statement by you that you believe in good faith that the use of the copyrighted work is not authorized; and

6. a statement by you, made under penalty of perjury, that the above information you provide to Paydiant’s copyright agent in your notice is accurate and that you are either the owner of the copyright or authorized to act on behalf of the owner of the copyright.

Miscellaneous

You may not use or export or re-export any Content or any copy or adaptation of such Content in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Paydiant with regard to your use of the Site, and any and all other written or oral agreements or understandings previously or contemporaneously existing between you and Paydiant with respect to such use are hereby superseded and cancelled. Paydiant’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Paydiant of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Paydiant and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Children

Children are not eligible to use the Site and we do not wish to receive data from children. We ask that minors (under the age of 18) do not use the Site.  Our Site is not directed to children under 18 years of age. 

Contacting Us

If you have any questions regarding the Terms of Use, please contact us at This email address is being protected from spambots. You need JavaScript enabled to view it.. For other general questions, please contact us at This email address is being protected from spambots. You need JavaScript enabled to view it..