This page describes the general terms that apply to your use of any of our services. By using our services you agree to these terms on top of any other terms that apply to a specific service you are using. If you use our services on behalf of your company, your company agrees to them too.
These General Terms of Service (“General Terms'') are a legal agreement between you, as a current or prospective customer of Paysley’s services (“you,” “your”) and Paysley, (“we,” “our” or “us”) and govern your use of Paysley’s services, including mobile applications websites software cloud-based solutions, and other products and services (collectively, the “Services”). By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies''), including our Privacy Notice (see Section 7) and terms that limit our liability (see Section 15) and require individual arbitration for any potential legal dispute (see Section X), which are collectively incorporated herein by reference. You also agree to any additional terms specific to the Services you use (“Additional Terms''), which become part of your agreement with us (collectively, the “Terms”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms and that business accepts these Terms. You should read all of our Terms carefully.
Provide accurate personal information during registration and keep the information current. We can suspend or terminate your account if you provide incomplete or false information.
You are responsible for all activity on your account.
You must open an account with us (a “Paysley Account'') to use the Services. During registration, we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Paysely Account, including for any actions taken by persons to whom you have granted access to the Paysley account. We reserve the right to change the account type, suspend or terminate the Paysley Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements
We can make updates to our terms of service at any time, and we’ll notify you of these updates as appropriate. By continuing to use our services after these updates, you agree to the revised terms.
You also agree to receive notices from us electronically.
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.
You agree to Paysley’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your Paysley Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Paysley Account or that you otherwise provided to Paysley. Electronic disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact Paysley Support. If we are not able to support your request, you may need to terminate your Paysely account.
If you want to use our services, you can’t do certain bad things. If we think you are doing these bad things, we have the right to share your information with law enforcement.
You may not, nor may you permit any third party, directly or indirectly, to:
We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls-sometimes referred to as “jailbroken.”
We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-[arty claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.
We take security incredibly seriously, but can't guarantee those bad actors will not gain access to your personal information. You need to do your part by keeping your passwords safe, being smart about who has access to your account and which of your devices can access our services, and let us know if you think an unauthorized person is using your account.
If there is ever a dispute about who owns your account, we are the decider.
We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration, and unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password of Paysley Account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Paysely and provide all information requested by Paysley to remediate the breach. Any assistance provided by Paysly in relation to a security breach does not in any way operate as acceptance or acknowledgment that Paysley is in any way responsible or liable to you or any other party in connection with such breach.
Notwithstanding Section X and X, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Paysley Account subject to dispute) will be final and binding on all parties.
Your Personal Information By using any of our Services as a Paysley account holder, you acknowledge our data practices that apply to you, as set out in the Paysley Account Holder Privacy Notice (the “Privacy Notice”). The Privacy Notice explains how Paysley collects, uses, and protects the personal information you provide to us and where Paysley makes use of your personal data to provide you with the Services or for its own purposes. You are required to familiarize yourself with the Privacy Notice prior to using the Services.
Your Customers’ and Employees’ Personal Information
Paysley will process certain of your customers’ or employees’ personal data on behalf of your business as a service provider (“data processor”). In such circumstances, you agree that you will comply with the data protection laws applicable to you and will provide data subjects with information on the processing of their personal information which satisfies the transparency requirements of such data protection laws and which ensures that personal data may be processed fairly, lawfully and in a transparent manner. If you or your business are located in California, please see Section X.
You consent to us sending messages to your email or mobile devices about your account or our services, which may include marketing. You can opt-out of communications in ways that are specific to that communication method, such as by unsubscribing from emails, or replying to text messages with ‘STOP.’
You consent to accept and receive communications from us, including e-mail, text messages, calls and push notifications to the cellular telephone number you provide to us when you sign-up for a Paysley account or update the contact information associated with your account. Such communications may include but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text message we send you.
You may opt out of receiving promotional email communications we send you by following the unsubscribe options on such emails. You may opt-out of any promotional phone calls by informing the caller you would not like to receive future promotional calls.
You may only opt out of text messages from Paysley by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.
We also provide services that allow you to send short message service (SMS) messages to your customers (the “Seller-Initiated SMS Services’). You will only use the Seller-Initiated SMS Services in compliance with these Terms and all other applicable laws and regulations of the jurisdiction from which you send messages and in which your messages are received.
We can terminate or deny you access to our services at any time, for any reason. You can also choose to deactivate your account at any time.
We may terminate these General Terms or any Additional Terms, or suspend or terminate your Paysley Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your Paysley Account. You may also terminate the General Terms and Additional Terms applicable to your Paysley Account by deactivating your Paysley Account at any time.
Once our relationship ends, we are not responsible for any losses you experience because of the termination of our services or for removing your data from our servers. Some terms on our agreement will still apply even after our relationship ends.
If these General Terms or your Paysley Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end (b) you agree to immediately terminate and cease use of all Services, © we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we may (but have no obligation to) delete your information and account data stored on our servers, and © we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination, 5 (Copyright and Trademark Infringement), 6 (Security), 7 (Privacy), 10 (Effect of Termination), 11 (Ownership), 12 (Indemnity), 13 (Representations and Warranties), 14 (No Warranties), 15 (Limitation of Liability and Damages), 16 (Disputes), 17 (Binding Individual Arbitration), 18 (Governing Law), 19 (Limitation on Time to Initiate a Dispute), 20 (Assignment), 21 (Third Party Service and Links to Other Websites), and (Other Provisions).
While we’re happy to let you use our services, you don't have any ownership rights in them. We can act on any ideas you share with us about how we can improve our products and services free of charge.
We reserve all rights not expressly granted to you in these General Terms. The Services are protected by copyright, trademark, patent, and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.
For the purpose of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals, and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit feedback, comments, or ideas about the Services (“Ideas”). Submitting Ideas is entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to you.
If you do something using our services that gets us sued or fined, you agree to cover our losses as described below.
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgements, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; © your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any third-party claims made by your Buyer regarding Paysley’s processing of your customer or Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services; and (f) any other party’s access and/or use of the Services with your unique name, password r other appropriate security code.
Here’s the part where you promise that you are who you say you are and that you will obey the law of our terms.
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; © any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Profitability and Accountability Act (“HIPAA”); (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.
While we do our best to bring great products and services to our customers, we provide them as-is, without warranties. We are not responsible for any goods and services that you might buy or sell using Paysley services.
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY, WITHOUT LIMITING THE FOREGOING, PAYSLEY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
As described below, if something bad happens because of your use of our services, our liability is capped.
TO MAXIMIZE THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAYSLEY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, PAYSLEY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL PAYSLEY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR SQUARE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PAYSLEY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (b) $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF PAYSLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
When you see the word “Dispute” in these terms, here’s what it means.
“Disputes” are defined as any claim, controversy, or dispute between you and Paysley, its processors, suppliers, or licensors (or their respective affiliates, agents, directors, or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or Paysley that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.
This section provides details about how we will resolve disputes through the arbitration process.
General. You and Paysley agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST PAYSLEY. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be served, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
Pre-filing Requirement to Attempt to Resolve Disputes.
Before an arbitration is commenced, you or Paysley agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Paysley should be sent by mail to Paysley.
Attn: Admin: 250 W Huron Rd, Suite 400, Cleveland, Ohio 44113. Any Notice sent to you will be sent to the address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages, Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (6) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in the City and County of Cleveland, Ohio, or federal court for Ohio, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph
Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and Paysley will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusionary and any defense to arbitration, including waiver, delay, laches, or estoppel.
Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
Arbitration Procedures. The Federal Arbitration Act 9 U.S.C XX 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in Cleveland, Ohio, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Paysley values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other results of the arbitration except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
Opt-Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice (the “Opt-Out”) within thirty (30) days after you create a Paysley account or we first provide you with the right to reject this provision.
The Opt-Out must be mailed to Paysley, Attn: Admin, 250 W Huron Rd, Suite 400, Cleveland, Ohio 44113. For your convenience, we are providing an opt-out notice form you must fill into Opt Out. You must complete this form by providing your name, address, phone number, and email address(es) you used to sign up and use the Services. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the General Terms, Additional Terms, or the Services, and will have no effect on any other or future agreements you may reach to arbitrate with us.
Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Cleveland, Ohio, or federal court for Ohio.
Our relationship is governed by the laws of Ohio, federal law, or both.
These General Terms and any dispute will be governed by the Federal Arbitration Act, as set forth above, and by Ohio law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.
Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
You may not transfer any rights you have under our terms of service to anyone else.
These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
While you’re using our products and services, you may be offered services from third parties. We are not responsible for any issues you may have with them.
You may be offered services, products, and promotions provided by third parties and not by Paysley, including but not limited to, third-party developers who use Paysley’s services (“Third Party Services''). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Paysley. The Services may contain links to third-party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Paysley. Such third-party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the services to a third-party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third-party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
No provision in these General Terms and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.
If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code Section 798.100 et seq., (“CCPA '') then this provision 27 applies to you. For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the CCPA.
These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Paysley regarding the Services. In the event of a conflict between these General Terms and any other Paysley agreement or Policy, these General Terms or any Additional Term is 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. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.
