Terms of Service

PAYSWELL US AND CANADA TERMS OF USE

These Terms of Use were last updated on: 12/12/2023

NOTICE OF ARBITRATION PROVISIONS

Your use of the Payswell Site and Features (as defined below) is subject to binding individual arbitration of any disputes that may arise, including a class action waiver, as provided in Section 11 of these Terms of Use. Please read the arbitration provisions carefully and do not use any of the Payswell Site and Features if you are unwilling to arbitrate any disputes you may have with us (including without limitation any disputes relating to these Terms of Use and our Privacy Policy) as provided herein.

INTRODUCTION

Payswell, LLC and its affiliates (individually and collectively, “Payswell”, “we”, “our”, or “us”) own and operate the website www.payswell.com and others that may be added from time to time (individually and collectively, the “Payswell Site”). These Terms of Use (“Terms”) apply to the Payswell Site and to all of the features, mobile applications, Internet browser extensions, emails, text (SMS) messages, online services, and other functionalities available through or related to the Payswell Site, whether accessed through a computer, mobile device, or other devices (each a “Device” and collectively, “Devices”), or you otherwise use (individually and collectively, the “Payswell Site and Features”). These Terms are a legal agreement between you and us. By using any of the Payswell Site and Features or clicking to “Accept” or otherwise agreeing to these Terms where that option is made available to you, you agree to be bound by these Terms. If you do not agree to these Terms, please do not register with or use any of the Payswell Site and Features. You also acknowledge that you have had the opportunity to review our standalone Privacy Policy, and that you consent to our collection, use, and disclosure of your personal information in accordance with the Privacy Policy. We may post additional terms, official rules, agreements, or guidelines that apply to certain Payswell Site and Features (“Additional ”), and you may be subject to such Additional Terms when you access those Payswell Site and Features. When you are using any Payswell Site and Features that are subject to Additional Terms, all references herein to these Terms include the Additional Terms. In the event of any conflict between the Additional Terms and these Terms, these Terms shall prevail unless expressly otherwise stated in the Additional Terms, which are intended to supplement, but not replace, these Terms. If you have any questions or concerns regarding these Terms or any Additional Terms, please contact us as provided in the Contact Us section below.

Use of the Payswell Site and Features

You agree to use the Payswell Site and Features only for purposes that are permitted by these Terms and any applicable law, regulation, or generally accepted practices in the relevant jurisdictions. Subject to all the provisions of these Terms, Payswell hereby grants you a limited, terminable, non-transferable, non-assignable, non-sublicensable, personal, non-exclusive license to access and use the Payswell Site and Features solely as provided herein. You may download material displayed on the Payswell Site and Features for non-commercial, personal use only, provided you do not remove any copyright and other proprietary notices contained on the materials. You may not, however, distribute, modify, broadcast, publicly perform, transmit, reuse, re-post, or use the content of the Payswell Site and Features, including any text, images, audio, or video, for public or commercial purposes without our prior written permission. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with Payswell. Your right to use the Payswell Site and Features is not transferable. You acquire no rights or licenses in or to the Payswell Site and Features and materials contained therein other than the limited right to access and utilize the Payswell Site and Features in accordance with these Terms. If you are accessing the Payswell Site and Features through any of our applications available through third parties including, without limitation, Apple, Inc.’s “App Store” or Google, Inc.’s “Google Play” store, you acknowledge and agree that these Terms are entered into by and between you and Payswell only, and that none of the foregoing third parties are party to these Terms, and they are not sponsors of, nor in any way affiliated with, the Payswell Site and Features.

User Representations and Warranties

We prohibit anyone from using the Payswell Site and Features who is under thirteen (13) years of age (or, if greater than 13, the minimum age applicable in your jurisdiction). If you are under the age of eighteen (18) (or the legal age of majority in your jurisdiction), you represent by accessing the Payswell Site and Features that you have your parent’s or legal guardian’s approval to access them.

you are able to form a binding contract with Payswell;
you are not subject to the prohibitions described in the Excluded Users and Territories section of these Terms;
you will comply with these Terms (including any Additional Terms) and all relevant local, state, national, and international laws, rules, and regulations.

If you are the parent or legal guardian of a user under the age of eighteen (18), by allowing your child to use the Payswell Site and Features, you are subject to these Terms and responsible for your child’s related activity.

Rewards Programs

Overview. Payswell may offer one or more rewards programs (individually and collectively, “Rewards Program”) under which you may have the opportunity to receive points or other credits (individually and collectively, “Rewards”) related to your participation in or interaction with various advertising, content, shopping opportunities, special offers, surveys, coupons, location-based deals, and other Rewards opportunities (individually and collectively, “Offers”).
Suspension or Termination of Your Participation. Payswell may limit, suspend, or terminate your ability to participate in a Rewards Program, and may suspend or void any Rewards or potential Rewards you may have received or accumulated in a Rewards Program but not yet successfully redeemed, if we determine in our sole and absolute discretion that you have not complied with these Terms, require an uncommon or excessive level of customer support, or otherwise are not using and receiving the Rewards Program benefits in a mutually satisfactory way consistent with the typical member. You agree to abide by the final and binding decisions of Payswell regarding any Rewards Program and your participation in it. We reserve the right to change, suspend, or cancel all or a portion of a Rewards Program, including any unredeemed Rewards, at any time, without prior notice or compensation to you.
Receiving Rewards. You may receive Rewards in a Rewards Program by participating in various Offers, as described in the applicable Rewards Program. Subject to the other provisions of these Terms, Payswell will deposit any Rewards for Offers that you choose to participate in and successfully complete into the account that you established when you joined the Rewards Program (the “Account”). Rewards are deemed successfully completed once you have fully and properly satisfied all of the requirements of the Offer in the manner specified in the Offer (including any time limitations or waiting periods for acceptance or completion of the Offer) and in compliance with these Terms, and Payswell and/or our third-party Rewards Program partners are able to properly validate, track, and record that you have done so. In connection with any request to receive credit from our customer support for completing an Offer that did not credit automatically, we may require you to initiate your support request from your Rewards Program ledger to ensure proper handling and tracking for completion through our systems. For avoidance of doubt, Payswell shall not be responsible, nor shall Payswell be obligated to award Rewards to you, for any Offer that is not properly recorded, tracked, validated, and/or deemed a successfully-completed Reward under our and/or our third-party Rewards Program affiliates’ policies, procedures, and systems. In some instances, our third-party Rewards Program affiliates, rather than Payswell, may make the final determination of whether an Offer has been successfully completed and thereby should result in a Reward. Please be sure to review all applicable terms of Offers and Rewards before deciding whether you would like to participate. We also reserve our right to: (i) change or limit the Offers or Rewards available or your ability to participate in certain Offers or the Rewards Program itself, (ii) change or limit the eligibility for or allowable frequency of Offers, and (iii) change or limit the number or type of Rewards you can receive for a given Offer or during a given time period, including, without limitation, the right to correct any inadvertent error in the number or type of Rewards awarded and to claw-back any unearned or unqualified Rewards deposited in your Account as a result. All such changes or limitations shall apply to all past, present, or future Rewards, unless otherwise expressly stated.
Redeeming Rewards. Subject to the other provisions of these Terms, you may redeem accumulated Rewards in your Account for Redemption Prizes pursuant to the applicable Rewards Program redemption requirements at the time of redemption. Supplies of Redemption Prizes may be limited. Redemption Prizes may be awarded or redeemed on a first-come, first-served, and while-supplies-last basis. If you attempt to redeem Rewards for a Redemption Prize and Payswell determines that the Redemption Prize is unavailable, out of stock, or for whatever reason cannot be provided to you, Payswell may, in our sole and absolute discretion, provide you with a Redemption Prize of equal or greater value. No re-crediting, reversal, or refund of Rewards will be issued for any reason after Rewards have been successfully redeemed; in other words, once you order and receive a Redemption Prize, you may not reverse or cancel the Redemption Prize transaction or return the Redemption Prize for a refund or re-crediting of Rewards to your Account. The only way to use Rewards is to redeem them for such Redemption Prizes as Payswell may elect to offer from time to time for the applicable Rewards Program.
Verifying Identity and Eligibility. Payswell also reserves the right to verify your identity to our complete satisfaction prior to crediting or allowing redemption of any Rewards, issuing, or delivering any Redemption Prizes in any Rewards Program, or otherwise providing you with access to or any benefit associated with the Payswell Site and Features or your Account. Payswell implements such verification requirements to confirm, preserve, and protect the security of the Payswell Site and Features and your Account from unauthorized access and security threats. We may do so by requesting – either directly or indirectly through a third-party verification service – that you provide an image of your passport, driver’s license, or state ID card, by requiring you to verify the mobile phone number associated with your Account, or by such other proof of identity or eligibility as we may require. Some of the Redemption Prizes may have additional eligibility requirements and, in that case, Payswell also reserves the right to determine or verify your eligibility using such methods as we deem appropriate.If you are unable or unwilling to verify your identity in response to our request, or if we have other reason to suspect your Account may be compromised, insecure, or a threat to the Payswell Site and Features or your Account, we reserve the right in our sole and absolute discretion to temporarily or permanently deactivate or deny or restrict access to your Account, or any benefit associated with the Payswell Site and Features.
Rewards Have No Monetary Value and Are Nontransferable. You agree and acknowledge that unredeemed Rewards in your Account have no cash, monetary, or other value, remain the sole property of Payswell, and are only redeemable for such Redemption Prizes as Payswell may elect to offer in the Rewards Program from time to time, subject to these Terms and the Rewards Program redemption requirements at the time of redemption,
Inactive Accounts. Any Account that has been created but not used within thirty (30) days or more of creation or that has not been logged into and Rewards either received or redeemed for six (6) months or more may be deemed inactive and the Account closed. We may also modify our inactive Account rules and policies in our Rewards Programs from time to time, and if your Account becomes inactive pursuant to such then-current rules or policies, we may close your Account accordingly, without any compensation or further obligation to you regarding the closed Account. If you have any questions or concerns regarding these actions or wish to request Account reactivation (subject to such terms, limitations, and requirements as we may impose from time to time), please contact us as provided in Section 18 below.
Rewards Expiration.We may also adopt or modify our Rewards expiration rules and policies for any past, present, or future Rewards from time to time, and if your Rewards expire pursuant to such then-current rules or policies, we may remove such Rewards from your Account, without any compensation or further obligation to you regarding the expired Rewards. If you have any questions or concerns regarding these actions or wish to request re-crediting of the expired points to your Account (subject to such terms, limitations, and requirements as we may impose from time to time), please contact us as provided in the Contact Us section below.
Shopping Rewards.For shopping Rewards, we reserve the right to request and verify receipts of completed purchases prior to or in connection with the awarding of Rewards for shopping Offers to verify with the applicable merchant that such purchases are valid. If you return any products or cancel any services for which you received Rewards, we reserve the right to deduct any associated Rewards from your Account. If you received Rewards based upon photos or scans of purchase receipts or other materials (such as an itemized packing slip for online orders to verify that you have completed the purchase and received the items purchased), you must submit a legible photo or scan of the original valid receipt or other materials, which cannot have been altered in any way (as determined in our sole and absolute discretion) and must be from a purchase that you paid for personally. Failure or refusal to provide requested documentation or proof of purchase is grounds for denying any Rewards credit.
Referral Program Rewards. From time to time, we may offer special bonuses or incentives as referral Rewards for you to refer others who successfully join and participate in our Rewards Programs, using a personal referral code or URL, which shall be governed by the current Referral Program terms for the applicable Rewards Program. You agree to only provide us with email addresses or other personal information of persons for referral purposes with their knowledge and consent. You shall not be eligible to earn referral Rewards if you invite other users who share the same Device, if you create multiple accounts to earn referral Rewards for inviting yourself, or if you otherwise violate these Terms or the applicable Referral Program terms. If you cannot produce proof satisfactory to us that referrals have been made in accordance with these Terms and the Referral Program terms, we may terminate your Account, withhold or rescind any referral Rewards, reverse or correct Rewards balances in your Account, or take other remedial actions as we deem appropriate.

Sweepstakes, Contests and Promotions

Any sweepstakes, contests, or promotions (collectively, “Promotions”) that may be offered through any of the Payswell Site and Features may be governed by Additional Terms, including but not limited to official rules, which may set out eligibility requirements, such as certain age or geographic area restrictions, terms and conditions, and details governing how your personal information may be used. It is your responsibility to read all Additional Terms to determine whether you want to or are eligible to participate, enter, or register in or for the Promotions. By participating in a Promotion, you agree to comply with and abide by such Additional Terms and the decisions of the sponsor(s) thereof.

Intellectual Property

You acknowledge that the Payswell Site and Features have been developed, compiled, prepared, revised, selected, and arranged by Payswell and others through the expenditure of substantial time, effort, and money and constitute valuable intellectual property and trade secrets of Payswell and others. It is our policy to enforce these intellectual property rights to the fullest extent permitted under law. The trademarks, logos, and service marks (“Marks”) displayed on the Payswell Site and Features are the property of Payswell or third parties and cannot be used without the written permission of Payswell or the third party that owns the Marks. The Payswell Site and Features are also protected under U.S. copyright and other foreign and domestic laws and treaties. Users are prohibited from using (except as expressly set forth herein), transferring, disposing of, modifying, copying, distributing, transmitting, broadcasting, publicly performing, displaying, publishing, selling, licensing, or creating derivative works of any content on the Payswell Site and Features for commercial or public purposes. Nothing contained herein shall be construed by implication, estoppel, or otherwise as granting to you any ownership interest in any Mark, copyright, patent, or other intellectual property right of Payswell or any third party. Payswell and its licensors exclusively own all worldwide right, title, and interest in and to all documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel”, compilations, translations, digital conversions, and other materials included within the Payswell Site and Features, all modifications and derivative works thereof, and all intellectual property rights related thereto.

Reporting Copyright Infringement – DMCA

If you believe that any content, user-posted materials, or any other material found on or through the Payswell Site and Features, including through a hyperlink, infringes your copyright, you should notify us. To be effective, the notification to us must be in writing and must comply with the following instructions.

Written notices must be sent either:

electronically to [email protected] with subject line “DMCA Takedown Request”; or
by certified mail (with a confirmed receipt requested) to: DMCA Notice, Payswell, LLC, 700 S. Rosemary Avenue, West Palm Beach, FL 33401; Attention: DMCA Takedown.

Please do not use the [email protected] email address to submit any requests or communications related to any topic other than copyright notices; any other requests or communications submitted to that email address will be disregarded.

Each written notification must contain the following information to be deemed a valid notice:

an electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive copyright interest;
description of the copyrighted work that you claim has been infringed;
description of where the material that you claim is infringing is located on the Payswell Site that is reasonably sufficient to enable us to identify and locate the material (for example, a complete list of specific URLs);
your physical mailing address, telephone number, and email address;
statement by you affirming that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the information provided in your notice is accurate and, under penalty of perjury, that you are the owner of an exclusive right in the material or that you are authorized to act on behalf of the copyright owner.

We will process each written notice of alleged infringement that we receive and will take appropriate action in accordance with applicable intellectual property laws. We have a policy of terminating or blocking access to the Payswell Site and Features by repeat infringers in appropriate circumstances, in our sole discretion, subject to reasonable limitations.

User Conduct

You agree that you will not engage in any activity or conduct that interferes with or disrupts the Payswell Site and Features (or the servers and networks which are connected to the Payswell Site and Features) or use any service to manipulate your Device to gain any advantage on any of our Rewards Programs. Unless you have been specifically permitted to do so in a separate written agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell your permitted access to the Payswell Site and Features for any purpose. You further agree that your use of the Payswell Site and Features shall not be fraudulent, deceptive, or unlawful, as determined in our sole and absolute discretion. You shall also comply with all usage rules and guidelines found throughout the Payswell Site and Features. You agree to comply with the instructions set out in any robots.txt file present on the Payswell Site and Features. Without limiting the generality of the foregoing, you agree not to use the Payswell Site and Features in any improper manner, including to:

access (or attempt to access) any of the Payswell Site and Features by any means other than through the interfaces that we provide;
share a single Account with anyone else;
create or use multiple Accounts (i.e., only one Account is permitted per person in each Rewards Program);
maintain or use any false identity or multiple identities, or otherwise fail to participate in the Payswell Site and Features using your real identity and accurate contact, demographic, and other information, including through the use of any technology (such as VPNs, proxies, single-use mobile phone numbers, or fake identity documents) to conceal your real identity or location, or otherwise circumvent controls intended to prohibit illegal or prohibited access;
submit any personal information (name, email, zip code, etc.), payment information (credit card number and expiration date, etc.), or other information which we determine in our sole and absolute discretion to have been false, inaccurate, or otherwise invalid in connection with any Offers or any other use of the Payswell Site and Features;
post, upload, transmit, or otherwise disseminate information that (in our sole and absolute discretion) is obscene, indecent, vulgar, pornographic, sexual, hateful, or otherwise objectionable;
post, transmit, or promote spam links, redirect links, or personal referral links to the Payswell Site and Features in an excessive, deceptive, misleading, or otherwise inappropriate fashion, whether on or through any Payswell Site and Features or any other web site or application, including through the use of paid ads;
defame, libel, ridicule, mock, stalk, threaten, harass, intimidate, or abuse anyone, or otherwise act in a belligerent, offensive, or inappropriate manner;
upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Payswell Site and Features, other users’ Devices, or access to or functionality of the Payswell Site and Features;
violate the contractual, personal, intellectual property, or other rights of any party, including using, uploading, transmitting, distributing, or otherwise making available any information made available through the Payswell Site and Features in any manner that infringes any Mark, copyright, patent, trade secret, or other right of any party (including any other intellectual property rights and rights of privacy or publicity);
attempt to obtain account information, passwords, or other private information from other members;
improperly use support channels or complaint buttons to make false or frivolous reports to Payswell, to attempt to claim or receive Rewards that are not actually due to you, or to communicate with our customer support representatives in a disrespectful, belligerent, offensive, or inappropriate manner;
create, share, distribute, promote, or submit any images, documents, or other evidence in support of an attempt to claim or receive Rewards that we determine to be altered, false, fraudulent, or misleading, including by virtue of having been submitted by multiple members in violation of these Terms;
develop, distribute, make use of, or promote “auto” software programs, “macro” software programs, web crawlers, or other script or “cheat utility” software programs or applications in connection with the Payswell Site and Features;
share or distribute survey IDs, answers, or other survey information, including confidential information that you expressly agree not to disseminate or otherwise coach or assist other members with regard to qualifying for or answering surveys;
perform Offers in our Rewards Programs in an artificial, engineered, or unauthorized way, or otherwise engage with any of the Payswell Site and Features in a manner that does not reflect organic, conventional human usage, such as by participating in a botnet, click farm, or other ad-fraud collective, manipulating links, leveraging unauthorized artificial intelligence (AI) or “chatbot” technology, or conducting excessive searches, for the purpose or with the effect of increasing the Rewards you receive, as we may determine in our sole and absolute discretion; or
exploit, distribute or publicly inform other members of any error, miscue, or bug (“Error”) that gives an unintended advantage, violate any applicable laws or regulations, or promote or encourage any fraudulent, misleading, unlawful, or unauthorized activity or conduct, including, but not limited to, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Payswell Site and Features. If you find an Error, we kindly request that you report it to our appropriate support team by contacting us as provided in the Contact Us section below.

If we determine in our sole and absolute discretion that you have violated these Terms, we may issue you a warning regarding the violation prior to terminating or suspending any Account you have created (or which is associated with you) using the Payswell Site and Features. However, you acknowledge and agree that we need not provide you with any warning or notice before we terminate or suspend your Account and your access to the Payswell Site and Features, which we may do at any time and for any reason, at our sole and absolute discretion. If we terminate or suspend your Account, you agree not to attempt to join or re-join or create another Account in any of our Rewards Programs without our prior written authorization.

Communications Features

The Payswell Site and Features may include communication channels such as forums, communities, comments, or chat areas (“Communication Features”) designed to enable you to communicate with other Payswell Site and Features users. Payswell has no obligation to monitor these Communication Features, but we may do so, and we reserve the right to review materials posted to the Communication Features and to remove any materials, at any time, with or without notice, for any reason, in our sole and absolute discretion. Payswell may also terminate or suspend your access to any Communication Features at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Features are neither endorsed nor controlled by Payswell, and these communications should not be considered reviewed or approved by Payswell. Payswell will not under any circumstances be liable for any activity or conduct within Communication Features. You agree that all your communications with the Communication Features are public, and thus you have no expectation of privacy regarding your use of the Communication Features. Payswell is not responsible for information that you choose to share on the Communication Features, or for the actions of other users.

Disclaimer of Warranties, Limitations of Liability, and Indemnification

Disclaimer of Warranties. You agree that your use of the Payswell Site and Features shall be at your own risk. To the maximum extent permitted by applicable law, Payswell disclaims any and all guarantees, warranties, and representations, express or implied, in connection with the Payswell Site and Features and your use thereof, including implied guarantees or warranties of title, merchantability, acceptable quality, fitness for a particular purpose, non-infringement, accuracy, authority, completeness, usefulness, and timeliness. To the maximum extent permitted by applicable law, Payswell makes no guarantees, warranties, or representations about the accuracy or completeness of the content of the Payswell Site and Features or the content of any sites linked to the Payswell Site and Features and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury (including death) or property damage, of any nature whatsoever, resulting from your access to and use of the Payswell Site and Features, or any third party products or services promoted therein, (iii) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) interruption or cessation of transmission to or from our Payswell Site and Features, (v) bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Payswell Site and Features by any third party, (vi) errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Payswell Site and Features, and/or (vii) tax liability imposed against you by any taxing authority. You acknowledge and agree that Payswell is not affiliated with nor responsible for any third-party products or services that may be displayed, distributed, or otherwise promoted on the Payswell Site and Features. Payswell neither represents nor endorses the quality, accuracy, reliability, integrity, or legality of any third party’s products or services, nor the truth or accuracy of the description of any third party’s products or services, nor any third-party advertising material, including Offers, ads, links, content, advice, opinions, proposals, statements, data, or other information that is provided or controlled by third parties and displayed, distributed, or otherwise used on or in connection with the Payswell Site and Features.

You further agree that Payswell will not be liable for, nor be required to provide any compensation to you with respect to, the termination of any Rewards Program or any associated Accounts, including without limitation any unredeemed Rewards in your Account or otherwise existing in your favor at the time of termination. Sometimes when you use the Payswell Site and Features, you may use a service or download a piece of software, or purchase goods, provided by another person or company. Your use of these other services, software, or goods may be subject to separate terms between you and the other person or company. If so, these Terms do not affect your legal relationship with these other companies or persons. You agree that we are not responsible for the loss or impairment of any past, present, or future Rewards, in the event there is any change in the potential value or redemption options for any Rewards, or any data or server error, computer and/or network system error or failure, criminal act, vandalism, cyber-attack, or other events which make it commercially unreasonable for us to determine the amount of Rewards or balance of any Account. All guarantees, warranties, and representations, whether express or implied, as to the condition, suitability, quality, fitness, or safety of any goods and services supplied under our Rewards Programs are excluded to the fullest extent permitted by applicable law. Any liability Payswell may have to a member under any such guarantees, warranties, or representations implied or imposed by law which cannot be excluded is hereby limited, to the extent legally permissible, to supplying or paying the cost of supplying the goods or services (or equivalent goods or services) or repairing or paying the cost of repairing the goods or re-performing the services, at our sole option. Please note that at any time, we may, in our sole and absolute discretion, terminate our legal agreement with you and deny you continued use of the Payswell Site and Features, and, without limiting the foregoing, may do so if (a) we are required to do so by law (for example, where the provision of the Payswell Site and Features to you is, or may become, unlawful); (b) the partner with whom we offered the applicable Payswell Site and Features to you has terminated its relationship with us or ceased to offer their services to you; (c) we are no longer providing all or any portion of the Payswell Site and Features to users in the jurisdiction in which you are resident or from which you use the Payswell Site and Features; or (d) the provision of the Payswell Site and Features to you is, in our opinion, no longer commercially viable.

Limitations of Liability. In no event shall the aggregate liability of Payswell, or any Payswell Parties (as defined below), whether based on warranty, contract, tort (including negligence, whether active, passive, or imputed), fraud, misrepresentation, or any other legal theory, arising out of or relating to the use of the Payswell Site and Features or other materials or content on, accessed through, or downloaded from the Payswell Site, if any, to us for access to or use of the Payswell Site and Features.The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that Payswell shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party.

To the maximum extent permitted by applicable law, in no event will Payswell, or any Payswell Parties, be liable to you or any third person for any special, indirect, incidental, special, punitive, or consequential damages whatsoever, including any lost income or lost data, arising from your use of the Payswell Site and Features or other materials or content on, accessed through, or downloaded from the Payswell Site and Features, whether based on warranty, contract, tort (including negligence, whether active, passive, or imputed), fraud, misrepresentation, or any other legal theory, and whether or not Payswell has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or the exclusion or limitation of liability for bodily injury, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.

Indemnification of Payswell. You agree to indemnify and hold Payswell, and each of the Payswell Parties, harmless from and against any claim, cause of action, loss, liability, damages, costs, and expenses, arising out of or in connection with (i) your use of and access to the Payswell Site and Features; (ii) your violation of any provision of these Terms; (iii) your violation of any third party right, including without limitation any trademark, copyright, patent, trade secret, or other right of any party (including any other intellectual property rights and rights of privacy or publicity), or damage to a third party; (iv) any tax obligations arising from or related to your use of the Payswell Site and Features; and/or (v) any content you post or share on or through the Payswell Site and Features.

Compliance with FTC Guides on Endorsements & Testimonials

If you choose to promote the Payswell Site and Features to the public, including your own personal social networks, you agree that you will comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR 255, as amended, available here) (the “Endorsement Guides”). For example, if you have been offered, paid, or provided with free or discounted products, services, or Rewards in exchange for discussing or promoting any of the Payswell Site and Features, including but not limited to Referral Program Rewards, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Payswell Site and Features, you agree to comply with the Endorsement Guides’ requirements for disclosing such relationships. You, and not Payswell, are solely responsible for any endorsements or testimonials you make regarding and/or on or through the Payswell Site and Features or any other product or service.

Binding Arbitration of all Disputes and Claims

Binding Arbitration of All Disputes or Claims. You and we agree to arbitrate all disputes and claims between you and us (“Disputes or Claims”). This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) Disputes or Claims related in any way to any Payswell Site and Features, privacy, data security, collection, use and sharing, advertising, purchase or other transactions, Rewards crediting, maintenance or expiration, Account balances or closures, Promotions, or any emails, texts, or other communications with you; (ii) Disputes or Claims arising out of or relating to any aspect of the transactions or relationship between you and us, whether based on warranty, contract, tort (including negligence, whether active, passive, or imputed), fraud, misrepresentation, or any other legal theory; (iii) Disputes or Claims that arose before your agreement to these Terms or any prior arbitration agreement; (iv) Disputes or Claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (v) Disputes or Claims that arose or may arise before or after your use, or the termination of your use, of any Payswell Site and Features. Consistent with and without limiting the applicability of the foregoing, all Disputes or Claims, and all legal and equitable issues relating to or arising from any Disputes or Claims, and/or these Terms or arbitration provisions, or any other terms or agreements that incorporate the same by reference, are exclusively for the arbitrator (rather than a court) to decide, including without limitation all claims, disputes, or issues relating to formation, validity, conscionability, interpretation, scope, and enforceability, and whether a claim is subject to arbitration. For purposes of these arbitration provisions, references to “we” and “us” include all entities included within the definition of “Payswell” above, and each of their affiliates, and each such entity’s respective directors, managers, officers, employees, shareholders, members, agents, suppliers, and assignees (collectively, the “Payswell Parties”). It is the mutual intent of the parties that this delegation of all matters to the arbitrator be a “clear and unmistakable” delegation, notwithstanding any other provision of these Terms or any other communication, agreement, or document between you and us (including any provisions or any other communication, agreement, or document that may make reference to a court).

Providing Us an Opportunity to Informally Resolve Your Dispute. If you intend to seek arbitration, please first send to us, by certified mail, a written Notice of Dispute (a “Dispute Notice”). Each Dispute Notice to us should be sent to our customer service address at: Payswell, LLC, 700 S. Rosemary Avenue, West Palm Beach, FL 33401, Attention: Dispute Resolution. The Dispute Notice should include: (i) your name, email address, telephone number and mailing address; (ii) the nature and basis of your Dispute(s) or Claim(s); (iii) identification or enclosure of all relevant documents and information; and (iv) a description of the specific relief that you seek from us. Before you may pursue or participate in any Disputes or Claims in small claims court or in arbitration against us, after you send the Dispute Notice described above, you should allow us a reasonable opportunity (not less than thirty (30) days) to resolve your Disputes or Claims. After we receive your Dispute Notice, you and we agree to negotiate in good faith with each other to try to resolve your Disputes or Claims without formal procedures.

Agreement to Participate in Binding Arbitration. If you and we do not reach an informal resolution of your Disputes or Claims within thirty (30) days after we receive your written Dispute Notice, you may pursue your Disputes or Claims in arbitration or, solely to the extent specifically provided below, in small claims court. If you and we cannot reach an informal resolution to the Disputes or Claims within thirty (30) days after our receipt of your Dispute Notice, you may commence an arbitration proceeding by sending an arbitration demand (“Arbitration Demand”) to the following address: Payswell, LLC, 700 S. Rosemary Avenue, West Palm Beach, FL 33401, Attention: Dispute Resolution. You and we agree to arbitrate any Disputes or Claims between you and us, except to the extent either you or we choose to instead pursue the Disputes or Claims in small claims court as provided below. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts.

Arbitration Rules and Procedures.The American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and the Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by these Rules, will govern any arbitration of Disputes and Claims. The AAA Rules are available online at www.adr.org. If your asserted Disputes or Claims – collectively – are for $10,000 or less (exclusive of any filing, administration, arbitrator, attorneys’ fees, or other fees or expenses), we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing under the AAA Rules. If your asserted Disputes or Claims – individually or in the aggregate – exceed $10,000 (exclusive of any filing, administration, arbitrator, attorneys’ fees, or other fees or expenses), the right to a hearing and the manner of hearing will be determined by the AAA Rules. Furthermore, if AAA at the time the arbitration is filed has Minimum Standards of Procedural Fairness for Consumer Arbitrations in effect which would be applicable to the matter in dispute, we agree to provide the benefit of such Minimum Standards to you to the extent they are more favorable than the comparable arbitration provisions set forth in these Terms; provided, however, that in no event may such Minimum Standards contravene or restrict the application of subsection E below requiring individual arbitration and prohibiting class, representative, or consolidated arbitration proceedings (except as to public injunctive relief if you are a resident of California or California law otherwise applies to these Terms of Use). Unless the parties agree otherwise in writing, any arbitration hearings will take place in the county, province, or other local jurisdiction in which you reside within the United States or Canada. One arbitrator, who is selected under the AAA Rules and who has expertise in consumer disputes in the Internet industry, will conduct the arbitration. If no arbitrator possessing such expertise is available, then the arbitration will be conducted by a single arbitrator who is selected by the mutual written approval of you and us, or if you and we are unable to mutually approve the arbitrator, by the AAA. Except as allowed under applicable law and the AAA Rules, the decisions of the arbitrator will be binding and conclusive on all parties. Judgment upon any award of the arbitrator may be entered by any court of competent jurisdiction. Regardless of the manner in which the arbitration is conducted, in any arbitration proceeding with Disputes or Claims exceeding $10,000, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Unless otherwise provided herein, the AAA Rules will govern the payment of all arbitration fees. The arbitrator may make any determinations and resolve any Disputes or Claims as to the payment and reimbursement of arbitration fees at any time during the proceeding and within fourteen (14) days after the arbitrator’s final ruling on the merits.

Individual Arbitration; Waiver of Representative or Class Action. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim (except as to public injunctive relief if you are a resident of California or California law otherwise applies to these Terms of Use). Furthermore, these arbitration provisions shall not prevent any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, but without affecting the arbitrator’s exclusive right to decide all matters subject to arbitration as provided above.

YOU AND WE AGREE THAT (except as to public injunctive relief if you are a resident of California or California law otherwise applies to these Terms of Use):

ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. NEITHER YOU NOR WE SHALL BE A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL DISPUTES OR CLAIMS (except as to public injunctive relief if you are a resident of California or California law otherwise applies to these Terms of Use).

UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES OR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING (except as to public injunctive relief if you are a resident of California or California law otherwise applies to these Terms of Use).

PAYSWELL DOES NOT CONSENT TO CLASS ARBITRATION. ACCORDINGLY, IF THE ARBITRATOR REFUSES TO ENFORCE THE ABOVE PROVISIONS REGARDING CLASS OR REPRESENTATIVE ACTIONS, THEN THIS AGREEMENT TO ARBITRATE SHALL BE UNENFORCEABLE AS TO YOU.

Limitations Period. by the statute of limitations. To the extent the law applicable under the Governing Law section below makes this limitations period unenforceable with respect to any Disputes or Claims, then the statutes of limitations of the state whose laws govern the AAA Rules under the Governing Law section below shall apply.

Confidentiality. You and we agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any discussions or mediation, proceedings of the arbitration, the arbitrator’s decision, and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy in support of arbitration, a judicial challenge to an award or its enforcement, or unless otherwise required by law.

Changes to Arbitration Provisions. We may make changes to these arbitration provisions from time to time. You may reject any material changes by sending us written objection within thirty (30) days of the change to Payswell, LLC, 700 S. Rosemary Avenue, West Palm Beach, FL 33401, Attention: Dispute Resolution. By rejecting any future material change, you are agreeing to arbitrate in accordance with the language of these provisions prior to such change. If you do not send written objection to any change as provided above, you are agreeing to arbitration in accordance with the changed language of these provisions. To the extent that an arbitrator determines that applying any changes to these arbitration provisions to any Disputes or Claims relating to prior events or circumstances would render this an illusory or unenforceable contract or otherwise violate your legal rights, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the effective date of such changes, and in that case any Disputes or Claims relating to such prior events or circumstances shall be arbitrated in accordance with the language of these provisions prior to such changes to the extent necessary to avoid these Terms being deemed illusory or unenforceable.

Small Claims Court Alternative.You may choose to pursue your Disputes or Claims in small claims court rather than by arbitration if your Disputes or Claims qualify for small claims court in a location where jurisdiction and venue over you and us is proper.

Excluded Disputes and Claims; Injunctive Relief. Notwithstanding subsection A above, you or we may at any time bring suit in a court of competent jurisdiction against the other party in relation to (and are not required to arbitrate) claims based upon infringement or misuse of intellectual property and/or misappropriation of trade secrets. Furthermore, nothing shall be construed to preclude you or us from seeking injunctive relief to protect your or our rights pending an outcome of Disputes or Claims while in arbitration. This subsection is not intended by either you or us to affect, and shall not affect, the “clear and unmistakable” delegation of all matters to the arbitrator in subsection A above.

Governing Law; Federal Arbitration Act.Subject to the AAA Rules, any Disputes or Claims arising between you and us arising out of or related in any way to the Payswell Site and Features, privacy, data security, collection, use and sharing, advertising, purchase or other transactions, Rewards crediting, maintenance, or expiration, Account balances or closures, Promotions, or any emails, texts, or other communications with you, or arising out of or relating to any aspect of the transactions or relationship between you and us, whether based on warranty, contract, tort (including negligence, whether active, passive, or imputed), fraud, misrepresentation, or any other legal theory, will be governed by the internal laws of the state or province in which you reside (except that, if you reside outside of the United States and Canada, the internal laws of the State of Delaware will govern), without regard to choice of law principles; provided, however, that the relationship and transactions between you and us evidence a transaction in interstate commerce and the Federal Arbitration Act applies to and governs the interpretation and enforcement of these arbitration provisions.

Tax Matters

You acknowledge and agree that we do not have the ability, in every instance, to determine whether the Rewards you received or redeemed in any Rewards Program are considered reportable income or taxable earnings in your jurisdiction. You are therefore responsible for any and all tax liability arising from or associated with your use of the Payswell Site and Features, including liability arising from your accrual of Rewards or your redemption of such Rewards. As a condition of your continued use of the Payswell Site and Features, we reserve the right to require you to provide necessary tax reporting information if our records show that you are or may be required to report the value of your redeemed Rewards to an appropriate tax authority. We encourage you, and it is your responsibility, to seek the advice of a tax expert to determine the tax consequences of your use of the Payswell Site and Features, and any associated Rewards received or redeemed

Notification of Changes

We reserve the right to make changes to these Terms from time to time in our sole and absolute discretion. If we decide to change these Terms, we will provide notice of such changes by sending you an administrative email and/or posting those changes in places on the Payswell Site and Features deemed appropriate by us so our users are always aware of the terms of their use of the Payswell Site and Features. Your continued use of any of the Payswell Site and Features after delivery of the administrative email to you or after the changes are posted constitutes your agreement to the changes. If you do not agree to the changes, please close your Account, and discontinue your use of such Payswell Site and Features. To the extent that an arbitrator (or small claims court, if applicable) determines that applying any changes to these Terms to any prior events or circumstances would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable. In any event, if you used any of the Payswell Site and Features pursuant to a prior version of these Terms that required a certain notice period to you prior to any changes being effective, any changes under these Terms will not be effective as to you until the required notice period has passed after the date of these Terms.

International Users

The Payswell Site and Features are controlled, operated, and administered by Payswell from our offices within the United States of America. Payswell makes no representation that materials on the Payswell Site and Features are appropriate or available for use at other locations outside of the United States and Canada, and we prohibit access to them from territories where the contents or products available through the Payswell Site and Features are illegal. You may not use the Payswell Site and Features or export any content or products in violation of U.S. export laws and regulations. If you access Payswell Site and Features from a location outside of the United States or Canada, you are responsible for compliance with all local laws.

Excluded Users and Territories

You are not permitted to download or use any of the Payswell Site and Features, including making any purchases of products or services from Payswell, or redeeming any Rewards, if you are (i) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) identified as a “Specially Designated National”; or (iii) placed on the U.S. Department of Commerce’s “Denied Persons List or Entity List” or any other U.S. export control list, or if the transaction would otherwise be illegal under any applicable law or regulation.

Residents of Quebec, Canada

Notwithstanding any other provision herein, the following terms apply to the residents of Quebec, Canada to whom the Quebec Consumer Protection Act (QCPA) applies:

The provisions of Section 9 and Section 11 of these Terms do not apply to the extent prohibited or limited by the QCPA.
Any future changes to these Terms will not apply to you until sixty (60) days after we provide notice as provided in Section 13, to the extent required by the QCPA.

Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms will not be deemed to be a waiver of such right or provision. If any provision of these Terms is found by an arbitrator (or in the case of a small claims action, the small claims court) to be invalid, the parties nevertheless agree that (except as otherwise provided in Section 11.E) the arbitrator or small claims court should endeavor to give effect to the parties’ intentions as reflected in the provision or the provision shall be deemed severable, and the other provisions of these Terms remain in full force and effect. The paragraph or section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms represent the entire understanding of the parties regarding their subject matter and supersede all prior and contemporaneous agreements and understandings between you and us regarding their subject matter, and may not be amended, altered, or waived except in a writing signed by the party to be charged or as otherwise expressly provided herein. These Terms are binding upon and shall inure to the benefit of you and us and your and our respective successors, heirs, executor, administrators, personal representatives, and permitted assigns. You may not assign your rights or obligations hereunder without our prior written consent, and any such unauthorized assignment shall be invalid. The provisions of these Terms that are by their nature intended to survive termination (e.g., limitations of liability, indemnities, arbitration agreements, and class action waivers) shall survive.

Contact Us

If you have any questions or concerns regarding these Terms or your use of any Payswell Site and Features, or wish to report any Error, please contact us as : [email protected] or Payswell, LLC, 700 S. Rosemary Avenue, West Palm Beach, FL 33401, Attention: Support.

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