Agreement; Notice of Changes
the Site and Services
User Additional Terms
and Intellectual Property
User Content – Buyer Obligations/Warranties
15. Limitation of Liability
Information and Notices
English” overview for non-lawyers
Here’s a quick overview of the
important terms and rules for using Paya:
What is Paya
Paya is an index for listing,
finding, buying and selling licensable content. Paya’s goal is to make it easier for content creators
to capture more value from what they make and for buyers to find the content
they need for any project.
Paya is an index and ecommerce tool
like other auction or listing sites. The license is between the seller and
buyer and the seller always retains ownership of the content copyright. The buyer only receives a license to use the
content per the terms of the listing.
Users can visit and search Paya
without registering, but to list, sell or buy any licensable content, Users
will need to create an account with some basic information.
& Selling on Paya
When sellers list licensable content
for sale, sellers represent that they own the media and have all the rights
necessary to license the media to someone else. Sellers must provide the
necessary information about the price, license, terms, and delivery format at
the point of listing. Sellers also must deliver the licensable content in the
format they offered in the listing in the defined timeframe. Sellers get paid
the license price minus certain transaction fees applied to the sale.
Content on Paya can’t be obscene,
illegal, defamatory etc.
To buy licensable content on Paya,
buyers must pay the seller and follow the rules set forth in the Site Terms of
Use and any additional usage or license rules in the seller listing.
Liability, and Disclaimers
Paya does not obtain any right of
ownership or use (including intellectual property rights) with respect to the
User Content. As a seller using the Paya
service, sellers are required to ensure that their User Content does not
infringe on the intellectual property rights of any third party. Paya requires all users to be responsible for
their use and licensing of content they receive or list with Paya and as a
result Paya has included legal sections that say users indemnify Paya for their
use of the licensable content, their violation of applicable laws and the Terms
of Use and other terms/policies of Paya that are noticed to them and Paya is
not responsible for the User Content or any claims that may arise in connection
with a users use, license, or transaction involving licensable content.
note that the above section is meant as an informational summary and is not
updated: April 11, 2012
Welcome to Paya.com (the “Site”). Paya provides buyers
and sellers (collectively, "Users")
an electronic listing tool (the "Service") for the license of User
Content (defined below) listed and offered by Registered Users of our Service
By using the Site and the Service each User (defined below)
agrees to comply with and be bound by the following terms and conditions of use
relationship with T3Media, Inc., and its service Paya, (“Paya”)
and conditions that govern the use of the Site and/or the Service by any User.
Binding Agreement; Notice of Changes. By using the
Service, listing or posting User Content, or licensing User Content, Users accept
with Paya. Paya strongly recommends that
other notices regarding the Site or the Service. Users agree and understand
that certain features of the Site or the Service may be subject to additional
terms and conditions or registration requirements. Users agree to abide by
these additional terms and further agree that a violation of those terms while User
is using the Service or accessing the Site shall constitute a breach of these
who can form legally binding contracts under applicable law. Without limiting
the foregoing, use of the Service or Site is not permitted by anyone under the
age of 18 or by anyone that is barred from receiving services under the laws of
the United States or other applicable jurisdictions.
Paya in its sole discretion at any
Site. In the event Paya makes any
effective immediately for new Users and shall be effective the earlier of
fifteen (15) days after posting of notice of such changes on the Site for
manner before further use of the Service is permitted. If Users do not agree to
any change(s) after receiving a notice of such change(s), such Users shall stop
continued use of the Service constitutes acceptance of such change(s) by the
User. Please regularly check the Site to
Use of this Site and the Services is subject to the
2.1 “Buyers” are those Users that license
User Content from Sellers.
2.2 “Customer Data” is that current and complete information Users and Registered Users provide to
Paya when signing up to use the Service, including but not limited to the
individuals real first and last name, valid address, valid phone number, valid
e-mail address, and any other required information.
2.3 “Fees” are those amounts charged to Registered Users in connection with each transaction
conducted via the Service in accordance with our Fee Schedule.
2.4 “Registered Users” are those Users that
register to use the Service to sell User Content by making it available for
licensing or buy User Content by licensing it from other Sellers.
2.5 “Seller” are those Registered Users that
offer their User Content for license via the Service.
2.6 “Service” is the electronic listing that
offers User Content available for
license and offers a marketplace where Buyers and Sellers can license and offer
for license User Content.
2.7 “Site” is www.paya.com and any related URLs that point to the same Service.
2.8 “Taxes” are all sales/use, value added,
or transaction taxes and other charges such as duties, customs and government
imposed surcharges, that may be levied or assessed in association with the use
of the Site and/or Service and the license of User
2.9 “User Content” means all content
Registered Users import to or list on the Site, including all licensable video,
audio, images, any short segments of content (e.g. promotional clips”), all
available text data relevant to such content (including but not limited to
content name, description, track name, length of content, media formats of
content, location, clearances or talent for content (collectively, “Metadata”), any artwork for any content
and any trademarks, service marks or commercial symbols contained in the
2.10 “User” is an individual that accesses
the Site, a Registered User, a Seller or a Buyer.
Using the Site and Services. By using the Site and/or the Service,
each User agrees to the following:
Use of the Site and Service is
entirely at User’s own risk. It shall be
each User’s responsibility to ensure that any products, services or information
available through the Site meet the specific requirements of the User.
The User shall not circumvent Paya’s
billing policies or process.
The User shall not export or
re-export any Paya tools or proprietary information except in compliance with
the export control laws of any relevant jurisdictions.
The User shall not copy, modify or
distribute rights or content from the Site, Service or tools or Paya’s
copyrights and trademarks.
The User shall not harvest or
otherwise collect information about Users, including email addresses, without
The User shall not distribute or
post spam, unsolicited, or bulk electronic communications, chain letters,
viruses or pyramid schemes or any other technologies that may harm Paya, or the
interests or property of any Users.
Paya may use certain technology
including, but not limited to, watermarks or other digital rights management
technologies, to protect the data and content on our Site. This technology may
be embedded within the User Content available on the Site. Paya reserves the
right to use such technology to track, monitor and protect the content and data
available on this Site and distributed or otherwise made available by Paya.
Failure to agree to the use of such technology requires that User discontinue
use of the Site or any content available or downloaded from the Site. When Users access the Site or download
content from Paya or link to User Content hosted by Sellers, Users agree not to
disrupt or disable the use of such technology by disabling such technology, if applicable.
Further Users shall not attempt to remove any proprietary rights notices,
including but not limited to copyright notices, embedded in the content or
anywhere on the Site.
Use of the Site does not grant any
User any ownership or interest in any content, code, data, or materials accessed
on or through the Site or any intellectual property right subsisting in any
content, code, data, or materials accessed on or through the Site.
Paya reserves the right at its sole
discretion to suspend or terminate accounts of Users who may be repeat
infringers of intellectual property rights of third parties. Paya also reserves
the right to cancel unconfirmed accounts or accounts that have been inactive
for a long time, or to modify or discontinue the Site, Service, or Paya
systems, tools or other services.
3.10Unauthorized use of this Site may
give rise to a claim for damages and/or be a criminal offense.
3.11Users are responsible for delivery
or listing requirements and/or following recommended guidelines posted on the
Site in connection with using the Service.
Users shall not post, list or license any video, photo, image, text,
metadata, audio recording, or other work or material that:
Violates or infringes upon the
rights of any third party, including, without limitation, copyright, trademark,
patent, right of privacy, right of publicity or other personal or proprietary
Contains sexually explicit content
Contains hateful, defamatory, or
discriminatory content or incites hatred against any individual or group;
Depicts unlawful acts or extreme
Depicts animal cruelty or extreme
violence towards animals;
Violates any law, statute or
regulation, regardless of jurisdiction;
Contains viruses, corrupted files,
or any other similar software or programs that may damage the operation of
Contains hyperlinks to other websites
that contain content that falls within the descriptions set forth above; or
4.10Promotes fraudulent schemes, multi
level marketing (MLM) schemes, get rich quick schemes, online gaming and
gambling, cash gifting, work from home businesses, or any other dubious
User Content: Registered
Users agree and warrant to the following terms in connection with registering
with the Site and understand that third party Users of the Site may rely on
these agreements and warranties in connection with said third party Users use of
the Site and the Service:
Except as expressly set forth in
connection with the license terms established by the Registered User, with
respect to User Content listed on or imported to Paya and made available for
license on the Site, each Registered User represents and warrants that they own
or have all necessary and unencumbered right to all right, title and interest
in and to the User Content, including all patent, copyright, trademark, service
mark, mask work, moral right, trade secret or other intellectual property or
proprietary rights (collectively, “Intellectual
Property Rights”) therein.
Registered Users are solely
Although Paya reserves the right to
review any User Content posted by a Registered User, Paya undertakes no obligation
to do so. Paya may refuse to display or alternatively
Paya may remove any User Content in its sole discretion.
While using the Service or the Site Registered
Users shall not:
post false, inaccurate, misleading,
defamatory, or libelous content (including personal information),
violate any law, regulation, statute,
third party rights or our policies,
create any liability or cause Paya
to lose (in whole or in part) the service of its ISP or other supplier, or
link from any other website to the
Site in any manner such that the Site or any page of the Site is “framed”,
surrounded or obfuscated by any third party content, materials or branding.
USER CONTENT RESTRICTIONS. Registered
Users agree that all User Content shall comply with the Content Restrictions
set forth above.
Licenses to Users: Upon listing
the User Content and offering it for license on the Site, Registered Users
agree that third parties may access and view the User Content via the
Site. Registered Users agree that they
are solely responsible for (i) the license terms for the User Content and (ii)
the license price for the User Content. All
licenses purchased via the Site are solely between the Buyer and the Seller.
When a Buyer agrees to purchase a license for User Content,
the Seller of the User Content shall grant such Buyer the right and license to
use that portion of the User Content that is represented by the video or image
file that is ultimately delivered to buyer pursuant
to the terms of a license agreement between the Buyer and Seller. All such license terms shall be summarized
for Buyer at the point of purchase. Each
Seller shall provide a license price for the User Content upon listing it on
the Service. Sellers may update the
license price for their User Content at any time.
License to Paya: By listing User Content, each Seller grants
Paya a limited, worldwide, non-exclusive, royalty free license and right to
use, host, store, reproduce, transmit, distribute, publicly perform and display
such User Content (through all media now known or hereafter devised), and make
derivative works for the purpose of (i) displaying the User Content on the
Site; (ii) displaying the User Content on third party websites and applications
through a video embed or Paya’s API; (iii) promoting the Site and the Service,
provided that Seller has made the User Content publicly available; and (iv)
archiving or preserving the User Content for disputes, legal proceedings, or
investigations. The above license shall continue unless and until User Content
is removed from the Site, in which case the license will terminate when such
User Content is removed. Each Seller
also grants Paya a perpetual non-exclusive license for User Content for
legal/archival preservation purposes.
Please note that removed User Content may be cached in search engine indices
after removal, that Paya has no control over such caching, and Registered Users
hold Paya harmless from any such use of User Content.
Representations and Warranties:
For each piece of User Content Registered Users list and offer for license on
the Site, each Registered User represents and warrants in addition to those
warranties set forth above, that: (i) it has all requisite right, power, and
hereunder; (ii) except as expressly notified and stated in the usage rules
communicated to the Buyer at or before the completion of the transaction, it
has obtained all rights, clearances and permissions to grant the licenses to
any Buyer pursuant to any license purchase or to Paya pursuant to the terms
herein that are necessary for the Buyer or Paya, as applicable, to exercise the
rights granted without any further payment by
the Buyer or Paya, as applicable, including all necessary music
publishing and public performance rights in the User Content, (iii) it is
granting the rights, licenses and authorizations to the Buyer or Paya (as
applicable) free and clear of any encumbrances, and its listing and licensing
conflict with any other arrangements, understandings, or agreements between the
Registered User and any third party, (iv) the User Content (and the listing of
such User Content on the Site) is not defamatory, libelous, obscene, or
otherwise illegal, does not invade any right of privacy, and does not infringe
upon any Intellectual Property Right or right of publicity of any person or
entity, and any recipe, formula, or instruction contained in the User Content
is accurate and is not injurious to any User, (v) the User Content complies
with the User Content Restrictions set forth above (as may be updated from time
to time), (vi) it is solely responsible for accounting and paying any co-owners
or co-administrators of any User Content any royalties with respect to the uses
of the User Content permitted hereunder and their respective shares, if any, of
any monies payable hereunder, and (vii) it shall deliver to Buyer that portion
of the licensed User Content that is represented by the video or image file in
the format licensed by Buyer and on the terms agreed to in the applicable
transaction and in accordance with the terms of the Site as posted from time to
Listing Conditions: By listing User Content on the Site and using the Service
to license User Content, each Seller agrees to pay all Paya’s Fees for any User
Content purchased by a Buyer on the Site, assume full responsibility for the User
Content offered, provide Paya with full and accurate information regarding such
Seller’s ability to list such User Content, as requested by Paya, and act in
good faith at all times and provide such assistance and co-operation as Paya
Registered User Additional Terms. In
addition to the terms above under User Content, Registered Users also agree to
the following terms in connection with using the Site and the Service:
Each Registered User agrees to abide
by, and all User Content listed or imported on the Site or delivered to Buyers
or Paya under this Agreement shall comply with, the payment terms, procedures,
specific terms and conditions contained on the Site.
For all User Content listed on the Site
or offered for license via the Service, upon license of such User Content or if
otherwise contracted with Paya to Paya at any time, such Registered User shall deliver
the User Content per the terms agreed to in the transaction at the Registered
User’s expense. Registered Users shall
at all times retain legal title to their User Content.
Each Registered User shall not do
to the Buyer of User Content, but in the event that a Registered User loses any
rights or other licenses, consents or permissions relating to such Registered
User’s User Content that are necessary to grant the rights hereunder or to any
Buyer of the User Content, or such Registered User receives a notice of a
third-party claim relating to the User Content which it reasonably deems to be
of concern, such Registered User shall immediately remove such User Content
from the Site. Nothing in this section
is intended to relieve any Registered User of its indemnification obligations
Paya may, at its sole discretion,
elect at any time and for any reason to remove User Content from the Site
without notice to the Registered Owner that owns such User Content. Paya is not responsible for any loss suffered
as a result any User Content being removed from the Site.
The removal or de-listing of any
User Content shall not have any effect on any licenses purchased by Buyers to
such User Content prior to the date such User Content is removed or de-listed,
and all such licenses purchased by Buyers will continue in full force and
effect and the Seller’s indemnification obligations for such User Content shall
continue without interruption or modification.
Privacy and Intellectual Property.
is committed to respecting and protecting the privacy of its Users. Please
does not warrant or represent that a User’s use of the Site will be
is not responsible for any harm that any User may suffer as a result of a
breach of confidentiality in respect to any User’s use of the Site.
shall not disclose any confidential information through the Site that it does
not have authority to disclose.
Paya has taken some precautions to protect information transmitted to the Site
over the Internet, Paya does not warrant the security of that information. Paya will take reasonable steps to preserve
the security of Customer Data submitted to the Site and the Service.
is also committed to respecting and protecting other people’s intellectual
property rights. Please review Paya’s Intellectual Property Infringement Policy, which
about how Users can protect their intellectual property rights.
Registration. When a User’s registration
application is accepted by Paya, such Registered User will have a single
account that is accessible from the Site, an individual member account. Each Registered User’s member account will
enable such User to list, index, post, upload and otherwise market User Content
for license and display on the Site.
Each User also agrees to:
(i) provide true, accurate, current and complete Customer Data and
(ii) maintain and promptly update the Customer Data to keep it true,
accurate, current and complete. If any
information is provided that is untrue, inaccurate, not current or incomplete,
or Paya has reasonable grounds to suspect that such information is untrue,
inaccurate, not current or incomplete, Paya has the right to suspend or
terminate the applicable member account and refuse any and all current or
future use of the Services (or any portion thereof).
Name. If a User is a
business, government, or non-profit entity, such User must use the actual name
of its organization. Users shall not
use someone else's name, a name that violates any third party right, or a name
that is obscene or otherwise objectionable as a User Name on the Site.
Security. Each Registered User is responsible for keeping its
password secure. Each Registered User agrees not to use another user’s account
or password at any time, or to disclose its password to any third party. Each
Registered User shall notify Paya immediately if it suspects any unauthorized
use of its member account or access to its password. Each Registered User acknowledges and agrees
that any disclosure of its password to any other person is entirely at such
Registered User’s own risk. Although we
will not be liable for losses caused by any unauthorized use of a member
account, a Registered User may be liable for losses incurred by Paya or the
losses of others as a result of such unauthorized use.
The Site is
an online listing index that allows Users to list User Content and one User to
license it from another. Ownership of
the User Content remains with the Seller.
Paya does not obtain any right of ownership (including any intellectual
property rights) in respect of the User Content.
Paya does not
have any control over, and does not take responsibility for, the quality,
safety or legality of any User Content downloaded or obtained by Users from
Sellers or from the Site. Paya does not
warrant that the User Content or any content, data, code, metadata, text,
images, or other material available on the Site or for license through the
Service does not infringe the intellectual property rights of a third
party. Each Seller is required to
warrant that its User Content does not infringe the intellectual property
rights of any third party.
Site may include links to other third party websites.
Such links do not signify or involve any endorsement, affiliation or
sponsorship of any such website. Paya disclaims any responsibility for the
content of any linked website. Opinions
expressed or material appearing on such websites are not necessarily shared or
endorsed by Paya and Paya should not be regarded as the publisher of such
opinions or material. Please be aware that Paya is not responsible for the
privacy practices, or content, of these websites. Paya encourages its Users to
be aware when they leave the Site and to read the privacy statements and terms
of use of other websites. Users should evaluate the security and
trustworthiness of any other website connected to this Site or accessed through
this Site by Users, before using their services or disclosing any personal
information to them. Each User releases
Paya from any responsibility for any loss or damage in whatever manner,
howsoever caused, resulting
from Users’ use of other websites.
User Content shall pay to purchase and license the User Content in accordance
with Section 11 below (Purchasing User Content). Sellers shall be charged fees for each sale and
license conducted via the Service, based on the Fee Schedule (the
"Fees"). Changes to the Fee Schedule may occur at
Paya’s discretion and will be posted to our Site; such changes are effective the
earlier of each Users acceptance of any notice of such modification to the Fees
or 15 days after such Fees (as modified) are posted on the Site.
10.2In addition, Sellers
are responsible for paying all fees and applicable Taxes on any amounts paid in
connection with the Service or the Site. Paya will pay Sellers the transaction
fee less any Fees owed to Paya (see Fee Schedule) no later than thirty (30) days after the end
of the calendar month in which the payment for such User Content was received
by Paya; provided, however, that Paya may accrue and
withhold such payment until the total amount due to Seller is at least $10;
provided, further that such payments may be delayed in the event a refund
request is processed in connection with a transaction pursuant to section
Users acknowledge and agree that Fees shall be paid to Paya irrespective of
whether a refund is issued in connection with any licensing transaction.
payments and prices on the Site are in U.S. dollars. Paya shall not be responsible for any costs
associated with currency conversion.
Purchasing User Content – Buyer
User Content acquire a license to use that portion of the User Content represented
in the video or image file that is delivered to Buyer by Seller, subject to the
terms set forth in the license purchased and any additional terms and
conditions required and expressly stated and included with the User Content by
Seller at or before the time of purchase.
Buyers shall ensure the terms provided/offered by a Seller are
appropriate for Buyer’s use of the User Content.
11.2Each Buyer warrants,
represents, acknowledges and agrees as follows:
Buyer only receives a license to the User
Content represented by the video or image file ultimately delivered to Buyer by
Seller (for clarification, Buyer does not receive a license to any metadata or
other information provided by Buyer in connection with listing User Content on
Once a Buyer purchases User Content the order
cannot be cancelled;
Paya does not give any undertaking as to the
continued availability of User Content offered for sale on the Site;
Once User Content is purchased, and Buyer pays
the price for the User Content, Buyer acquires a non exclusive, non
transferable license to use the User Content in accordance with the conditions
of the license that are purchased, and any additional terms provided and
expressly stated or included with the User Content at or before the point of purchase;
Copyright ownership and all other rights to
the User Content remain with the Seller;
Buyer shall not re-sell, re-license or
distribute the User Content;
Buyer shall not (i) sublicense or transfer any
User Content in any way except in connection with the derivative works for
which the User Content was originally licensed and incorporated; (ii) use the
User Content in such a manner that creates a false inference or is defamatory;
(iii) use the User Content for any purpose other than that which is authorized
in the license granted pursuant to the Site (including all exceptions, terms
and/or restrictions noticed to Buyer by Seller and included at the time Buyer purchases/licenses
the User Content); or (iv) use the User Content in such a manner that is
libelous, slanderous, or illegal.
11.3Buyer shall pay the total transaction fee via
the payment processing options provided by Paya.
acknowledges and agrees that despite Paya’s reasonable precautions, User
Content may be listed at an incorrect price or with incorrect information due
to a typographical error or similar oversight.
In these circumstances, Paya reserves the right to cancel or reverse a
transaction, even after the order has been confirmed and a payment has been
processed. If a transaction is cancelled
due to the preceding reasons, Paya will arrange for any payment to be refunded
upon notice by Buyer.
only seek a refund of the price they pay in connection with purchasing a
license to User Content in cases where the video or image file of the User Content
delivered to Buyer is corrupt or does not match either the content or format
that was represented in the listing. Buyers must notify Paya within 10 days of the
date of purchase to initiate a refund request. Paya will coordinate communication between Buyer
and Seller to attempt to reach a resolution and a determination as to whether a
refund is issued as promptly as possible. Sellers will be responsible for paying Paya
all Fees associated with any transaction that results in a refund. Sellers acknowledge and agree that in the
event Seller does not pay Paya the Fees for any refunded transaction that Paya
shall have all rights necessary to withhold the applicable Fees from any
subsequent transaction associated with User Content of such Seller.
Selling User Content
Users shall not start licensing User Content on the Site until the User Content
(including all associated metadata for such content) is listed or imported to
the Site and the Registered Users assign the required fields to enable User
Content to be listed and displayed with designated license fees, license terms,
formats and similar information.
Registered User acknowledges and agrees that if Paya determines, in its sole
discretion, or is notified by a third party, that any User Content offer for
sale on the Site does not comply with any applicable laws and/or these Terms of
Use, Paya may disable the member account of the Registered User that listed
such User Content and withhold all amounts that may have been earned from the
sale of the relevant User Content until the earlier of:
any dispute in relation to the User Content
has been resolved to the satisfaction of Paya; or
the expiry of two years from the date such
Registered User’s member account is disabled.
If after two
years, the dispute has not been resolved, Paya will pay amounts that are owed
and outstanding to the Registered User.
Users are solely responsible for establishing the license fee for selling User
12.4Paya is not
liable for any loss, damage, expense, or other liability suffered by any
Registered User as a result of a Buyer making use of User Content contrary to
the conditions on which the User Content was licensed to the Buyer, or as a
result of any User using User Content without a license or in an unauthorized
have the right to use any User Content which is listed on the Site to promote
the Site. This promotional use may include use on a features page on the Site
or one of its affiliates. No
compensation is due or payable to Registered Users for such use of User Content.
Indemnification and Release
13.1Each Registered User shall indemnify, defend,
and hold harmless Paya and its affiliates, and each of their directors,
officers, employees, and agents from and against any claims, liabilities,
demands, costs and expenses, including reasonable attorneys’ fees, made by any
third party that:
from such Registered User’s use of the Site or use of the Services;
from any User Content listed, licensed, sold or purchased through the Site or
from or relates to any unauthorized use or use of User Content in violation or
breach of the terms pursuant to which certain User Content was licensed from
from or relates to the listing of any User Content (including but not limited
to videos, photos, metadata, text or other content contained in any video or
photo), message, content, information, software or other materials through the
Site and Service;
from or relates to a Registered User’s breach of any third party contract or
terms of service in connection with such Registered User’s use of the Site or
not limited to any breach of any warranty, obligation, undertaking or covenant
contained herein or in any document or policy referenced herein; or
from or asserts that any User Content listed, posted or displayed on Paya by
such Registered User violates any law or infringes any third party right, including
any intellectual property or privacy or publicity right.
13.2Each Registered User shall also indemnify,
defend, and hold harmless Paya and its affiliates, and each of their directors,
officers, employees, agents, and the Buyer of such Registered User’s User
Content from and against any claims, liabilities, demands, costs and expenses,
including reasonable attorneys’ fees, made by any third party that arises from
or relates to the actual, claimed or threatened infringement or violation of
any law or any right of any party (including any guild or union) as a result of
the use or exhibition of the User Content listed and imported to the Site by
such Registered User that is sold and licensed through the Site to a Buyer.
13.3Each User shall indemnify, defend, and hold
harmless Paya and its affiliates, directors, officers, employees, and agents,
from and against any claims, liabilities, demands, costs and expenses,
including reasonable attorneys’ fees, made by any third party that:
arises from your use of the Site or use of
the Services; or
arises from or relates to any violation or
warranty, obligation, undertaking or covenant contained herein or in any
document or policy referenced herein.
13.4Users that have a dispute with one or more
Users, agree to release Paya, and its affiliates, directors, officers,
employees, and agents, from and against any claims, demands and damages (actual
and consequential) of every kind and nature, known and unknown, arising out of or
in any way connected to such disputes.
13.5Paya reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to
indemnification as set forth in this section, and in such case, Users agree to
cooperate with Paya’s defense of such claim.
IS NOT PROVIDING ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE USER CONTENT, THE SITE, SERVICES AND/OR MATERIALS AVAILABLE
THROUGH THE SITE. THE SITE, SERVICES,
AND/OR MATERIALS AVAILABLE THROUGH THE SITE ARE PROVIDED BY PAYA ON AN “AS IS”
AND “AS AVAILABLE” BASIS. PAYA DISCLAIMS ALL IMPLIED WARRANTIES, TERMS AND
CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, PAYA MAKES NO WARRANTY THAT THE SITE, INCLUDING THE SERVICES,
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT THE SITE OR OUR
SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITE, INCLUDING
THE SERVICES, WILL BE AVAILABLE, OR THAT DATA ENTERED ARE SECURE FROM
UNAUTHORIZED ACCESS. NO ADVICE OR INFORMATION GIVEN BY PAYA, ITS EMPLOYEES OR
AFFILIATES SHALL CREATE A WARRANTY.
14.2USERS EXPRESSLY AGREE THAT THEIR USE OF THE USER
CONTENT, THE SITE, SERVICES AND/OR MATERIALS AVAILABLE THROUGH THE SITE IS AT THEIR
DISCRETION AND AT THEIR SOLE RISK. PAYA
MAKES NO WARRANTY ABOUT THE RESULTS TO BE OBTAINED FROM USING THE USER CONTENT,
SITE, SERVICES AND/OR MATERIALS AVAILABLE THROUGH THE SITE.
Limitation of Liability
15.1USERS ACKNOWLEDGE THAT NEITHER PAYA NOR ITS
AFFILIATES SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR
REPUTATION, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES RESULTING FROM USER’S ACCESS TO OR USE OF THE
SITE, THE SERVICE, OR ANY USER CONTENT.
15.2WITH RESPECT TO ALL OTHER CLAIMS RELATED TO A
USER’S USE OF THE SITE OR THE SERVICES, PAYA’S LIABILITY SHALL NOT EXCEED $500.
15.3NEITHER PAYA NOR ITS AFFILIATES WILL BE LIABLE
FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
15.4USERS SHALL NOT HOLD PAYA OR ITS AFFILIATES
RESPONSIBLE FOR OTHER USERS’ USER CONTENT, ACTIONS OR INACTIONS, OR USER
CONTENT OR OTHER CONTENT OR DATA THAT USERS LIST OR POST.
15.5PAYA MAY HELP FACILITATE RESOLUTIONS TO
DISPUTES AMONG USERS, PAYA HAS NO CONTROL OVER AND DOES NOT GUARANTEE (i) THE
QUALITY, SAFETY, OR LEGALITY OF USER CONTENT LISTED, INDEXED, OR DISPLAYED ON
THE SITE, (ii) THE TRUTH OR ACCURACY OF USER CONTENT OR LISTINGS, (iii) THE
ABILITY OF BUYERS TO PAY FOR USER CONTENT, OR (iv) THAT A BUYER OR SELLER WILL
ACTUALLY COMPLETE A TRANSACTION.
actual or apparent agency, partnership or joint venture, franchise or other
association between the parties. A party
cannot in any way or for any purpose bind another party or contract in the name
of another party.
us from time to time without notice to Users. Each User’s continued use of the
Site or the Service after any such changes constitutes acceptance of the Terms
the Site or the Services. These Terms of
Use may not otherwise be amended by any User except in a writing hand signed by
such User and Paya. For purposes of this
provision, “writing” does not include an email message and a signature does not
include an electronic signature. In
addition, when using particular services, a User shall be subject to any posted
guidelines or rules applicable to such services, which may be posted from time
to time. All such guidelines or rules are hereby incorporated by reference into
Law; Venue. The laws of the
State of Colorado, United State of America, without regard to its conflict of laws
principles, shall apply to any disputes arising out of or relating to these
User agrees that any claim or dispute it may have against Paya must be resolved
exclusively by a state or federal court located in Denver County,
Colorado. Each User agrees to submit to
the personal jurisdiction of the courts located within Denver County, Colorado
for the purpose of litigating all such claims or disputes. Each User agrees that all claims filed or
brought contrary to this section shall be considered improperly filed. Should a User file a claim contrary to this
section, Paya may recover all attorneys’ fees and costs up associated with
dismissal or transfer of the improperly filed claim, provided that Paya
notifies such User in writing of the improperly filed claim, and such User fails
promptly to withdraw the claim.
16.4The failure of Paya to exercise or
waiver of such right or provision.
are determined to be invalid or unenforceable pursuant to applicable law,
including, but not limited to, the warranty disclaimers and liability
limitations set forth above, then the invalid or unenforceable provision shall
be deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and, in any case, the remainder of
granted hereunder, may not be transferred or assigned by any User, but may be
assigned by Paya without restriction.
16.7Except as set forth above, these Terms
of Use constitute the entire understanding between each User and Paya with
respect to the Site and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between such
User and Paya
with respect to the Site.
Contact Information and Notices
17.1All questions regarding these Terms
of Use should be directed to Paya at:
purposes of this Agreement, any notices shall be sent in writing to the
following respective addresses: For T3Media, Inc.: 1530 16th Street, 6th
Floor, Denver, CO 80202. For each User,
the physical and/or e-mail address provided by such User to Paya at the time of
registration, which may be updated by such User from time to time.