Conditions of Use for PayBlox Website & Services

IMPORTANT – READ CAREFULLY:

These Conditions of Use (“COU”) establish a legal agreement between you and 33 Operations Inc, dba PayBlox (“PayBlox”) for the use of the website on which this COU appears (the “Website”) and the PayBlox products or services offered through the Website (collectively, “PayBlox Services”). For purposes of this Agreement, “you” or “your” means the person(s) using the Website and/or the PayBlox Services, and any person(s) for whom such person(s) are acting as an agent with respect to the Website and/or the Services. “PayBlox”, “us” or “we” includes PayBlox and any of its affiliates or subsidiaries. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS COU AND OUR PRIVACY POLICY BY USING THE PAYBLOX SERVICES. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION IN THIS COU, DO NOT USE THE PAYBLOX SERVICES.

1. Grant of License.

PayBlox hereby grants you a limited, nonexclusive, non-transferrable, non-sublicensable, royalty-free license to use the PayBlox Services solely for the purpose of evaluating or utilizing the services accessed through the Website (the “Purpose”). The PayBlox Services are licensed to you for use only in accordance with the terms and conditions of this COU, and are not sold in any sense whatsoever. PayBlox and its affiliates shall retain title and all ownership rights to the PayBlox Services, and this COU shall not be construed in any manner as transferring any rights of ownership or license to the PayBlox Services or to any feature or information contained therein, except the limited rights to use as specifically stated in this Section 1 and in Section 2 below.

2. Limitations.

You may not modify, reverse engineer, decompile, or disassemble the PayBlox Services. You may not transfer, sublicense, rent, lease or lend the PayBlox Services or provide any type of hosting services in connection with the PayBlox Services. Without prejudice to any other rights, PayBlox may terminate this COU and your access to the PayBlox Services for any reason, including your failure to comply with any terms or conditions of this COU. You agree that the PayBlox Services are owned by PayBlox and/or its affiliates and all rights not expressly granted herein are reserved by PayBlox and/or its affiliates, as applicable, and undertake not to challenge or assist any person to challenge such rights in any manner. You agree that PayBlox and its affiliates may collect and use technical and personal information gathered as part of the services provided to you, if any, related to the PayBlox Services. PayBlox or its affiliates may use this information as provided in this COU, including, without limitation, in connection with the provision of the PayBlox Services, or to improve their products or provide customized services or technologies to you. You may have additional protections under various data protection laws including but not limited to GDPR (General Data Protection Regulation) and the CCPA (California Consumer Privacy Act). You agree in all instances to use the PayBlox Services in strict compliance with all applicable laws, rules and regulations, and you agree to indemnify PayBlox against, and hold PayBlox harmless from, any impermissible or illegal activities that you engage in utilizing the PayBlox Services.

3. Your Use of the PayBlox Services

Through the Website, you may submit a request (“Request”) to be matched with providers of transaction processing services (“Providers”). Each time you submit a Request, you are indicating that you desire to be contacted by Providers, and you are expressly requesting to have Providers or PayBlox contact you via email, text or phone, including for marketing purposes, using an automatic telephone dialing system or an artificial or prerecorded voice to the phone number that you have provided. You consent to receive emails, texts or phone calls from Providers or PayBlox at the email address and phone number you provided or at other addresses and numbers that may be associated with you that we receive from Providers or other parties. You hereby consent to any such email, text and call, so it will not be considered spam or unauthorized by any local, state or federal law or regulation. You agree that the consents described herein shall remain valid and in effect until you revoke them by opting out as described below.

You may opt out of receiving calls from PayBlox at any time by: (a) sending an email to PayBlox at Su*****@Pa*****.com to expressly state in writing that you no longer wish to be contacted by PayBlox and are revoking your consent to be contacted; (b) notifying a PayBlox customer service representative that you no longer wish to be contacted by PayBlox and are revoking your consent to be contacted; or (c) responding to any SMS, mobile, or text message you receive from PayBlox in accordance with the instructions of that message. You agree to notify any Provider directly if you no longer want to receive communications from that Provider. You further agree that PayBlox is not responsible for a Provider’s failure to follow your or our instructions to stop contacting you.

PayBlox is not a provider of transaction processing services; nor is it an agent of you or any Provider. Its services are only administrative. You agree you will rely on your own judgment and research independent of any communications or information you receive from PayBlox in deciding which available product, terms and Provider (if any) best suit your needs; and you will be solely responsible for the terms of, and compliance with, any agreement you enter into with a Provider.

PayBlox is not responsible for any errors or delays in responding to a Request.

Any Request you submit is an inquiry to be matched with Providers. You expressly authorize PayBlox to populate Providers’ application forms with information that you provide to PayBlox and to submit such application forms to those Providers on your behalf, although PayBlox shall have no obligation to do so. You understand that you may not be matched with any Provider.

The Provider is solely responsible for its services to you, and you agree that PayBlox shall not be liable for any damages or costs of any type arising out of or in any way connected with your use of such services or your interactions with any Provider. You understand that PayBlox may provide to Providers, and that Providers may retain, the information that you provide in connection with any Request. By saving your information with PayBlox or submitting a Request, you represent that all the information you have provided is true, accurate, current and complete.

You agree to keep your login information confidential, to employ reasonable and appropriate safeguards to prevent unauthorized access to your PayBlox account, and to not share your account credentials with any third party or allow anyone else to log into the PayBlox Services as you. You are responsible for all activities that occur under your PayBlox account. If you believe that your account is no longer secure, you agree to notify us immediately.

Providers and PayBlox may maintain and share information provided by you and about you by third parties for purposes related to the provision of the PayBlox Services and transaction processing and related services. You expressly consent to the retention of this information for these purposes.

By submitting a Request, you are providing express written instructions under the Fair Credit Reporting Act for PayBlox and Providers with whom you are matched to obtain your consumer report or other information from consumer reporting agencies for the purpose of matching you to a Provider, product, or service. This information could include, but might not be limited to, your credit report, credit score, and other credit information.

PayBlox does not guarantee acceptance into any particular program or specific terms or conditions with any Provider. Approval standards are established and maintained solely by individual Providers. Likewise, we do not guarantee that pricing offered by Providers includes the lowest pricing available in the market or the pricing that the Providers will ultimately charge. Nothing contained herein or in the Website shall constitute an offer or promise for an offer by a Provider to enter into a business relationship with you. You might not be matched with the Provider making any specific offer.

PayBlox may offer rebates to certain users of the PayBlox Services. To avail yourself of these rebates, you will be required to complete and sign a separate authorization for PayBlox to initiate debits and credits to your bank account.

4. Links to Third Party Websites

The Website or the PayBlox Services may contain links to websites maintained by third parties. Such links are provided for your convenience and reference only. PayBlox does not operate or control any aspect of such third party websites, including without limitation any information, software, products or services available thereon, and PayBlox is not responsible for the accuracy or contents thereof or for any issues arising from your use of such websites. Our inclusion of a link to a website does not imply any endorsement of the services or the website, its contents, or its sponsoring organization.

5. Product Updates and Maintenance.

You understand and agree that PayBlox may provide updates or maintenance to the PayBlox Services from time to time but PayBlox shall have no obligation to provide any updates or maintenance to you in relation to the PayBlox Services licensed for use under this COU. In case PayBlox provides any update or maintenance to the PayBlox Services, this COU shall automatically apply to such update or maintenance, unless PayBlox provides other terms along with such update or maintenance.

6. Further Use Restrictions.

Use of the Website or the PayBlox Services for any purpose other than as specifically permitted hereunder or in writing by PayBlox is a violation of this COU and you agree that such use constitutes a blatant and flagrant violation and fundamental breach of this COU and will be subject to any and all remedies and/or penalties available to PayBlox and/or its affiliates under applicable law.

7. Confidentiality.

You understand that the PayBlox Services contain confidential, proprietary or trade secret information (together “Confidential Information”) of PayBlox and/or its affiliates and shall be maintained in strictest confidentiality. You agree that the confidentiality obligations, including without limitation the following, are an essential part of this COU and any unauthorized disclosure by you constitutes a fundamental breach to this COU. You agree to: (i) not use the Confidential Information disclosed by PayBlox for any purposes other than the Purpose; (ii) protect PayBlox’s Confidential Information in the same manner and with the same degree of care, but not less than a reasonable degree of care, against unauthorized use, dissemination, publication or disclosure, as you protect your own confidential or proprietary information of a like nature; (iii) limit the use, circulation of and access to PayBlox’s Confidential Information to your directors, officers and employees, if any, who have a need to know in connection with the Purpose, are under binding obligations of confidentiality no less restrictive than those of this COU, and have been notified that such information is Confidential Information, and you shall be held liable if such persons do not adhere to such requirements; (iv) not copy any of PayBlox’s Confidential Information except as reasonably required for the Purpose; (v) reproduce PayBlox’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original; (vi) not reverse engineer, disassemble or decompile any prototype, software or other tangible object that embody PayBlox’s Confidential Information; and (vii) notify PayBlox in writing immediately upon the occurrence of any unauthorized release, disclosure or other breach or upon the threat of such occurrence. You understand and agree that disclosure or use of the PayBlox Services except as authorized above will result in irreparable harm to PayBlox and/or its affiliates and that monetary damages may be inadequate to compensate PayBlox and/or its affiliates for such breach. Accordingly, you agree that PayBlox will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement.

8. Copyright.

All title, copyrights and other intellectual property rights in and to the Website and the PayBlox Services (including but not limited to any images, photographs, graphics, artwork, animations, video, audio, music, text, applets, trademarks, and logos incorporated into the Website or the PayBlox Services, and the “look and feel” and arrangement of elements contained on the Website), the accompanying printed materials, and any copies of the PayBlox Services are owned by PayBlox and/or its affiliates and are protected by copyright laws, other intellectual property laws and international treaty provisions. Therefore, you must treat the Website and the PayBlox Services like any other copyrighted or patented material. You may not copy, reproduce, publish, upload, post, publicly display, transmit or distribute any printed materials on the Website or accompanying the PayBlox Services without express authorization in this COU or prior written permission of PayBlox.

9. U.S. Government License Rights.

All PayBlox Services provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, are provided with the commercial license rights and restrictions described elsewhere herein. All PayBlox Services provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, are provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227 -14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

10. Export Restrictions.

You acknowledge that the PayBlox Services licensed for use hereunder are subject to the export control laws and regulations of the U.S.A., and any amendments thereof. You confirm that with respect to the PayBlox Services, you will not export or re-export them, directly or indirectly, either to (i) any countries that are subject to U.S.A. export restrictions (currently including, but not necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North Korea, South Africa (military and police entities), Syria, and Vietnam); (ii) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. You further acknowledge that the PayBlox Services may include technical data subject to export and re-export restrictions imposed by the laws of the U.S.A.

11. Warranty Disclaimer.

THE WEBSITE AND THE PAYBLOX SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. Payblox does not warrant that the website or Payblox services will be accurate, error-free or uninterrupted. Further, Payblox does not warrant that the website or Payblox will provide specific results. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, PAYBLOX FURTHER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR BY ESTOPPEL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR SAMPLE, NO DEFECT IN WORKMANSHIP OR MATERIAL, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY TO TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT WITH REGARD TO THE WEBSITE OR THE PAYBLOX SERVICES. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE OR THE PAYBLOX SERVICES AND DOCUMENTATION REMAINS WITH YOU. NO ACTIVITY, SERVICE, ADVERTISING, PACKAGING, STATEMENT OR COMMUNICATION BY PAYBLOX OR ITS AFFILIATES IN RELATION TO THE WEBSITE OR THE PAYBLOX SERVICES, EVEN IF PRESENTED IN A FORM OF PRODUCT WARRANTY, WHETHER PRIOR TO, ON OR POST THE DATE OF THIS COU, SHALL BE INTERPRETED AS AN ANNULMENT, IMPAIRMENT OR MODIFICATION TO THIS DISCLAIMER. Under no circumstances will PayBlox be liable for any damages whatsoever arising out of your reliance on or use of the Website or the PayBlox Services.

12. Exclusion of Claims. Remedies.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PAYBLOX AND/OR ITS AFFILIATE(S) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PAYBLOX SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE PAYBLOX SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE PAYBLOX SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS COU, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF PAYBLOX AND/OR ANY OF ITS AFFILIATES, AND EVEN IF PAYBLOX AND/OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT YOU HAVE WAIVED ALL RIGHTS TO ALL REMEDIES, WHETHER IN LAW OR IN EQUITY, EXCEPT THAT IN CASE OF A FUNDAMENTAL BREACH BY PAYBLOX AND/OR ANY OF ITS AFFILIATES, YOU HAVE THE EXCLUSIVE AND SOLE REMEDY TO REQUEST FURTHER PERFORMANCE OF THE PAYBLOX SERVICES. In no event shall PayBlox’s total liability exceed $100.00.

13. Indemnity

You agree to indemnify, defend and hold harmless PayBlox and its officers, directors, shareholders, predecessors, successors-in-interest, licensors, employees, agents, subsidiaries and affiliates (the “Indemnitees”), from and against any and all claims, losses, liabilities, expenses (including attorneys’ fees and costs) and damages arising out of or relating to your use of the Website or the PayBlox Services, your violation of any third-party right or law, or your violation or alleged violation of this COU. You shall not settle any indemnity claim without the Indemnitee’s written consent, which shall be in the Indemnitee’s sole discretion. The Indemnitees reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.

14. Governing Law and Dispute Resolution.

YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND PAYBLOX, INCLUDING WITHOUT LIMITATION DISPUTES RELATING TO THE WEBSITE OR THE PAYBLOX SERVICES (“DISPUTE”), SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES. DISPUTES WILL BE ARBITRATED AT A HEARING CONDUCTED IN DELAWARE THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO DEVIATE FROM THE LAW, AND THE ARBITRATOR(S) SHALL MAKE ALL REASONABLE EFFORTS TO EXPEDITE THE ARBITRATION PROCEEDINGS AND TO LIMIT DISCOVERY. THIS MEANS THAT YOU WILL NOT BE ABLE TO LITIGATE ANY SUCH DISPUTE IN COURT, AND THAT YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL. YOU AGREE THAT ANY DISPUTE WILL BE GOVERNED BY THE LAWS OF THE STATE OF DELEWARE WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS. IF ANY MATTER PROCEEDS IN COURT, INCLUDING POST-ARBITRATION CONFIRMATION PROCEEDINGS, YOU AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION BY, AND VENUE IN, THE STATE AND FEDERAL COURTS LOCATED IN DELEWARE AND WAIVE ANY OBJECTION TO SUCH JURISDICTION OR VENUE.

You agree that no arbitration under this COU shall be joined to an arbitration involving any other party subject to this COU. Arbitration must be on an individual basis. You may not join or consolidate claims in arbitration or litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity.

You agree that any dispute or disagreement regarding the enforceability, applicability or interpretation of any provision of this Agreement, including the provisions regarding dispute resolution and arbitration, is a Dispute subject to the arbitration provisions herein and shall be resolved by an arbitrator.

You also agree that any dispute or cause of action arising out of or related to the Website or the PayBlox Services must be commenced within one year from the later of (1) when the Dispute or cause of action accrues or, (2) through the exercise of reasonable diligence you should have known about the accrual of the cause of action. Otherwise, such cause of action is permanently barred.

15. Privacy

Our Privacy Policy, hereby incorporated by reference into this COU, explains how PayBlox collects, protects, shares, and uses your information also governs your use of the Website and the PayBlox Services.

16. Electronic Communications

When you use PayBlox Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you will be communicating with PayBlox electronically. You consent to receive communications from PayBlox electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other PayBlox Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that PayBlox provides to you electronically satisfy any legal requirement that such communications be in writing. Except to the limited extent that (i) opt out provisions are required by applicable law, (ii) the PayBlox Services specifically offer functionality permitting certain opt out features, or (iii) this COU provides otherwise, any attempt to opt out of receiving electronic communications in any form from PayBlox shall be null and void.

17. Miscellaneous.

Except for any signed written agreement that is in effect between you and PayBlox, and any additional terms prescribed by PayBlox from time to time relating to the Website or the PayBlox Services, this COU (including any of its addenda or amendments) constitutes the entire agreement between you and PayBlox relating to the website or the PayBlox Services and shall replace and supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the PayBlox Services or any other subject matter covered by this COU. PayBlox reserves the right, at its sole discretion, to change or modify the Website or this COU (or any portion thereof) at any time. Such changes and modifications become effective immediately upon posting on the Website. You agree to review this COU for any such changes upon your use of the Website and that your continued use of the Website or PayBlox Services constitutes your acceptance of such changes and modifications. To the extent the terms of any PayBlox policies or programs for support services conflict with the terms of this COU, the terms of this COU shall control. If any provisions of this COU are held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. No delay in enforcing a right or remedy under this COU shall be deemed to be a waiver. You cannot transfer or assign this COU or any right or obligation herein to any person without prior written consent from PayBlox. In the event of any conflict between this COU and any other signed written agreement between you and PayBlox, the terms and conditions set forth in any signed written agreement will control. By using or accessing the Website, you acknowledge that you are 18 years of age or older and are accessing the Internet from a physical location within the United States of America.