Paydemic Terms of Service
About our Terms of Service
Welcome to Paydemic. We developed a service to make it easy for premium content providers to monetize their content using subscription-based access or pay-per-view model.
Should you have any questions or concerns or would simply like to better understand how we do things at Paydemic, please do not hesitate to contact us.
The Paydemic Services for Premium Content Providers
We provide you with software and a service to organize your website in order to offer premium content to paying customers. To access the requested content any visitor is redirected to paydemic.com using a special URL called “Purchase Link”. Paydemic acts as a checkpoint on the road to your premium content and it authenticates, verifies and collects payments from the visitors before directing them to the item they aimed for. Paydemic also allows you to define subscription-based access to your content. In this case a subscription means the right to access any item from a particular domain (ex. my-primary-portal.com) or a subdomain (ex. premium.my-primary-portal.com).
The Paydemic Services for Content Buyers
We provide you with a service to access the content provided by our partners, the premium content providers. Our service allows you to purchase subscriptions that will allow you unlimited access to all the items located in a particular domain or to pay separately to access only some items.
Our service also allows you to keep track of all the subscriptions and purchases you’ve made and unsubscribe or ask for a refund if you have reasons to do so.
Registering for Paydemic
The Paydemic Services are made available under this Agreement to any person or business. To use the Paydemic Services as a content provider you will first have to sign in to the paydemic.com website with a Google or Facebook account. Signing in will automatically create a Paydemic Account which you can instantly use.
Receiving your Funds
Funds from your sales and subscriptions may be withdrawn by transferring them to a PayPal account, explicitly within 10 days after payment was made. Until then you’ll see the payments as Pending. A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) in case refunds, returns, and disputes (chargebacks) are underway.
The minimal amount you can withdraw is $50.
Paydemic Terms of Service
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between the sole proprietor or business organization referred to as “you,” “your”, “user” and Paydemic Ltd (“Paydemic”), referred as “we”, “our” or “us”.
Section A: Paydemic Services
1. Our Role
Paydemic helps you manage access to your premium content using subscription-based or pay-per-view models and collect payments by using credit cards, debit cards, PayPal deposits and other types of payment methods from your customers. We do not assume any liability for the content purchased using Paydemic Services.
2. Paydemic Purchase Links
We provide an interactive web site, an API and other software to enable you to generate Purchase Links for your items. A purchase link is a URL that, when accessed in a web browser, directs the users to Paydemic web site where they are asked to authenticate and subscribe or pay a fee in order to be redirected to your item. The subscription fee or pay-per-view fee is the sum of the price you requested and a commission. The exact pricing details and the value of the commission is described here.
3. Authorization for Handling of Funds
By accepting this agreement, you authorize us to hold, receive, and disburse funds on your behalf when such funds from your transactions settle from the Payment Service Providers selected by the buyers. Settlement funds will be held in a deposit account pending disbursement of the funds to you in accordance with the terms of this contract. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held by us pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account. We may periodically make available to you information in the Paydemic account page regarding anticipated settlement amounts received on your behalf from the Payment Service Providers and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of Paydemic to you. This settlement information reflected in the Paydemic account page is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights in settlement funds, until such funds are credited to your designated PayPal account.
4. Payment Methods
We may only process payments when authorized to do so by your customer. Paydemic does not guarantee or assume any liability for transactions authorized and completed that are later reversed or charged back (see Chargebacks below). Paydemic may add or remove one or more payment types or networks at any time. If we do so we will use reasonable efforts to give you prior notice of the removal.
5. Customer Service
We will provide you with customer service to resolve issues relating to your Paydemic Account, use of the Paydemic Services, and the distribution of funds to your designated PayPal account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ payments through Paydemic.
6. Taxes
It is your responsibility to determine what, if any, taxes apply to the sale of your products and services and/or the payments you receive in connection with your use of Paydemic Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
7. Security and Fraud Controls
Paydemic is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such information for improper purposes. We recommend you review our Privacy Policy, which will help you understand how we collect, use and safeguard the information you provide to us.
8. Your Privacy
Privacy and the protection of personal information are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy, linked to and incorporated into this Agreement by reference, which contains your consent to our collection, use, retention, and disclosure of personal information as well as other matters. The Privacy Policy also explains how and for what purposes we collect, use, retain, disclose, and safeguard the personal information provided to us.
9. Privacy of Others
You represent to Paydemic that you are and will continue to be in compliance with all applicable privacy laws. You further represent that you have obtained all necessary rights and consents under applicable law to disclose to Paydemic – or allow Paydemic to collect, use, retain, and disclose – any data that you provide to us or authorize us to collect, including information that we may collect directly from your end users via cookies or other means. As between you and Paydemic, you are solely responsible for disclosing to your customers, as applicable, that you are utilizing Paydemic and providing customer data to Paydemic.
If you receive information about others through the use of the Paydemic Services, you must keep such information confidential and may only use it in connection with the Paydemic Services. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so.
10. Disclosures and Notices
You agree that Paydemic can provide disclosures and notices regarding the Paydemic Services to you by posting such disclosures and notices through the Paydemic Account page or posting them to our website. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices will be considered to be received by you within 24 hours of the time it is posted to our website.
11. References to Our Relationship
You agree that, from the time you begin collect payments with Paydemic until you terminate your account with us, we may identify you as a customer of Paydemic. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Paydemic.
12. Additional Services
From time to time we may offer you additional features or services (“Additional Services”) which may be subject to additional or different terms of service. As with the Paydemic Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.
Section C: Processing Card Transactions, Receiving Your Funds, and Fees
1. Processing Card Transactions
As used in this Agreement, a “Chargeback” is a request that you customer that paid with a credit or debit card files directly with an issuing bank to reverse or invalidate a processed payment. “Reversal” means Paydemic reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer for any reason, (b) the settlement funds were sent to you in error for any reason, (c) the sender of the payment did not have authorization to send the payment (for example, the purchaser used a card that did not belong to him or her).
2. Payouts and Transaction History
We will pay out funds you collected to your designated PayPal Account. After transfer of funds is initiated to your PayPal Account, we will update information in your Paydemic Account to reflect settlement. Information regarding your transactions that are processed and settled using Paydemic (“Transaction History”) will be available to you when you login to your Paydemic Account.
3. Reconciliations and Errors
Transaction History will be available to you when you login to the Paydemic management dashboard. You are responsible for reconciling your Transaction History with your actual transactions, and agree to notify us of any errors or discrepancies in your Transaction History (each an “Error”) arising from such reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you or we discover. In the event you are owed money as a result of an Error, we will transfer funds to your Paydemic Account. While we may still work with you to reconcile Errors, your failure to notify us such Errors within 60 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.
If you submit or cause us to process transactions erroneously, you will contact us immediately. We will investigate any reported erroneous transactions and attempt to rectify them by crediting or debiting your Paydemic Account as appropriate. Your failure to notify us of a processing error within 30 days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you.
4. Chargebacks
A Chargeback is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction where you are immediately liable for the amount of the transaction. You can be assessed Chargebacks for (i) customer disputes; (ii) unauthorized or improperly authorized transactions; (iii) transactions that do not comply with Payment Service Provider Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (iv) any reversals for any reason by the payment processor, or the acquiring or issuing banks.
When a Chargeback is issued, you are immediately liable to Paydemic for the full amount of the transaction related to the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the payment processors). You agree that Paydemic may recover these amounts by debiting your Paydemic Account or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, we will attempt to roll back the withdrawals you initiated before and recover the funds from the returned amount.
If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.
5. Contesting your Chargebacks
You or Paydemic may elect to contest Chargebacks assessed against you. Paydemic may provide you with assistance including notifications and support to help contest your Chargebacks, but we do not assume any liability for our role or assistance in contesting Chargebacks.
You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with financial institutions and Card Networks to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.
If the Chargeback is not resolved in your favor, we may recover the Chargeback amount and any associated fees from you. We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.
6. Excessive Chargebacks
At any point, Paydemic or our payment processors may determine that you are incurring excessive Chargebacks. Card Networks typically consider Chargeback volume approaching 1% of your total processing volume to be excessive, although the level at which you are considered to have excessive Chargebacks may be more or less than that. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in (a) additional controls and restrictions put on your use of Paydemic, including without limitation, (i) changes to the terms of your Account, (ii) increases to your applicable Fees, or (iii) delays in your Payout; or (b) possible suspension or termination of your Paydemic Account and access to the Paydemic Services. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
7. Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from your Paydemic Account or from funds payable to you arising from the settlement of future payments. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the Paydemic Account is not sufficient to meet your obligations to us, we may roll back the withdrawals you initiated before and recover the funds from the returned amount.
8. Security Interest
You grant us a lien and security interest in the Paydemic Account, all transactions (including future transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest, even if such request is made after you have established a negative balance with Paydemic.
Section D: License, Termination, and Other General Legal Terms
1. Your License to Use the Paydemic Services; Our Trademarks
Paydemic grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Paydemic Services solely to (a) accept and receive payments, (b) manage the funds you receive, and (c) build applications utilizing the Paydemic Services in a manner consistent with this Agreement and the documentation available to you on our website. This license includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by Paydemic. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this license at any time if you use the Paydemic Services or content, except as permitted by this Agreement.
We may also periodically make available certain Paydemic logos, trademarks, or other identifiers for your use (“Paydemic Marks”).
2. Ownership
Paydemic provides you a limited license to use the Paydemic Services as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. The Paydemic Services are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Paydemic Services and all copies of the Paydemic Services.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Paydemic Services, including without limitation about how to improve the Paydemic Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Paydemic under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Paydemic does not waive any rights to use similar or related ideas previously known to Paydemic, or developed by its employees, or obtained from sources other than you.
3. Term
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Paydemic Services or until terminated by you or Paydemic.
4. Termination
You may terminate this Agreement by closing your Paydemic Account at any time by following the instructions on our website in your Paydemic Account profile.
5. Your Liability
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your use of the Paydemic Services and your breach of this Agreement. You are responsible for the use of lost or stolen cards to purchase products or services from your business, and selected and implementing Security Controls that are appropriate for your business. You agree to reimburse your customer, Paydemic, and any third party designated by Paydemic for any and all such liability.
Paydemic will have the final decision-making authority with respect to Claims. You will be required to reimburse Paydemic for any liability we incur due to fulfillment or failure to fulfill obligations to your customers, including delivery of products or services. You will not receive a refund of any Fees paid to Paydemic.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Paydemic and their respective employees, directors, agents, and affiliates (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (i) your breach of any provision of this Agreement; (ii) your use of the Paydemic Services with your site or app; (iii) your obligations to pay amounts owed under this Agreement, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorney's fees; (iv) negligence or willful misconduct of your employees, contractors, or agents; and (v) all third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or card issuer). Paydemic may immediately remove such amounts from your Paydemic Account and deduct the amounts owed for such liability to Paydemic from your Paydemic Account funds.
6. Representation and Warranties
You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the Paydemic Services in the manner prescribed by Paydemic; (b) you are eligible to register and use the Paydemic Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) any transaction submitted by you will represent a bona fide transaction for permitted products or services, or a charitable donation; (e) any transactions submitted by you will accurately describe the products or services sold and delivered to a purchaser, or a donation received for the purpose accurately described on your site or in your app; (f) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Paydemic Services; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no transaction submitted by you through the Paydemic Services will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the Paydemic Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Paydemic Services.
7. No Warranties
THE PAYDEMIC SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PAYDEMIC SERVICES OR FROM THE PROCESSORS, SUPPLIERS OR LICENSORS OF PAYDEMIC; OR ANY OF THE DISCLAIMING ENTITIES WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT PAYDEMIC HAS ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR, WHETHER PROVIDED THROUGH YOUR SITE OR APP OR OTHERWISE, WITH THE PAYDEMIC SERVICES.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE PAYDEMIC SERVICES IS ACCURATE, RELIABLE, OR CORRECT; THAT THE PAYDEMIC SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE PAYDEMIC SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE PAYDEMIC SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PAYDEMIC SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PAYDEMIC SERVICES IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PAYDEMIC SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PAYDEMIC WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
8. Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PAYDEMIC SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR PAYDEMIC ACCOUNT OR THE INFORMATION CONTAINED THEREIN, OR YOUR FAILURE TO USE OR IMPLEMENT SECURITY CONTROLS THAT ARE APPROPRIATE FOR YOUR BUSINESS.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PAYDEMIC SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE PAYDEMIC SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PAYDEMIC SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE PAYDEMIC SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PAYDEMIC SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING ANYTHING TO THE CONTRARY, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO PAYDEMIC DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF PAYDEMIC HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Paydemic Services are controlled and operated from facilities in Romania.
9. Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Paydemic Services will be resolved in accordance with this Section 9.
This Agreement is governed by the laws of the Romania without regard to its choice of law provisions. The exclusive venue for any actions or claims arising under or related to this Agreement will be the courts located in Brasov County, Romania.
Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.
10. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Paydemic Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, such as on our website. Any use of the Paydemic Services or software after our publication of any such changes will constitute your acceptance of this Agreement as modified.
11. Assignment
This Agreement and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction upon notice to you or where substantially all of Pandemic's assets are sold. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without Paydemic’s express written consent will be null and void.
12. Parties
This Agreement binds you and your respective representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
13. Third-Party Services and Links to Other Websites
You may be offered services, products, and promotions provided by or be presented links to websites operated by third parties (“Third-Party Services”) that utilize, integrate, or provide services related to the Service. If you decide to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these Third-Party Services. You agree that we are not responsible for the performance of Third-Party Services.
Our website may contain links to Third-Party Services as a convenience to you. The inclusion of any links to Third-Party Services does not imply an approval, endorsement, or recommendation by us. Your access or use of any Third-Party Services is done at your own risk. You understand that Third-Party Services are not governed by this Agreement. We expressly disclaim all responsibility and liability for Third-Party Services. Please remember that when you use a link to go from our website to a Third-Party Service, our Privacy Policy is no longer in effect. Your browsing and interaction with a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms and policies.
14. Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D(10), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
15. Responding to Legal Process
Paydemic may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by posting information on you Paydemic Account page. Paydemic is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.
16. Entire Agreement
This Agreement constitutes the entire agreement between you and Paydemic with respect to the provision of the Paydemic Services. In the event of a conflict between this Agreement and any other Paydemic agreement or policy relating to the subject matter herein, this Agreement will prevail. These terms and conditions describe the entire liability of Paydemic and our vendors and suppliers (including processors), set forth your exclusive remedies with respect to the Paydemic Services, and define your access and use of the Paydemic Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.