SafeGlobalPay

User Ageement

This User Agreement ("Agreement") is a contract between you and SafeGlobalPay and applies to your use of the SafeGlobalPay Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it.

Electronic Communications Delivery Policy

As a socially aware and environmentally conscious organization, SafeGlobalPay intends to do business paperless. Hence we strongly discourage the use of paper for any communication.

This policy describes how SafeGlobalPay communicates with you electronically, provides additional detail about the Communications we provide you, and sets out the hardware and software you need to receive these Communications.

• You agree and consent to receive electronically all communications, agreements, documents, invoices, notices and disclosures (collectively, "Communications") that we provide in connection with your SafeGlobalPay account ("Account") and your use of our services. Communications include, but are not limited to:
• agreements and policies you agree to (e.g., the SafeGlobalPay User Agreement and the SafeGlobalPay Privacy Policy), including updates to these agreements or policies;
• annual disclosures, including prospectuses and reports for SafeGlobalPay services;
• transaction receipts or confirmations;
• Account statements and history
• We will provide these Communications to you by posting them on the SafeGlobalPay website and/or by emailing them to you at the primary email address listed in your SafeGlobalPay Account Profile.

Hardware and software requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

• a computer with an Internet connection;
• a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;
• Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;
• A valid email address (your primary email address on file with SafeGlobalPay);
• Sufficient storage space to save past Communications or an installed printer to print them.
• We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from SafeGlobalPay. By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.

Updating your contact information

• It is your responsibility to keep your primary email address up to date so that SafeGlobalPay can communicate with you electronically. You understand and agree that if SafeGlobalPay sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, SafeGlobalPay will be deemed to have provided the Communication to you.
• Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add SafeGlobalPay to your email address book so that you will be able to receive the Communications we send to you.
• You can update your primary email address or street address at any time by logging into the SafeGlobalPay website or sending us an email about the same. If your email address becomes invalid such that electronic Communications sent to you by SafeGlobalPay are returned, SafeGlobalPay may deem your Account to be inactive, and you will not be able to transact any activity using your SafeGlobalPay Account until we receive a valid, working primary email address from you.

1. Relationship with You

   1. SafeGlobalPay is Only a Payment Service Provider. SafeGlobalPay helps you make payments to and accept payments from third parties. SafeGlobalPay is an independent contractor for all purposes, and is not your agent or trustee. SafeGlobalPay does not have control of, or liability for, the products or services that are paid for with the SafeGlobalPay Services. We do not guarantee the identity of any User or ensure that a buyer or a Seller will complete a transaction.
   2. Your Privacy.Protecting your privacy is very important to SafeGlobalPay. Please review our Privacy Policy (below) in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.
   3. Privacy of Others; Marketing. If you receive Information about another User through the SafeGlobalPay Services, you must keep the Information confidential and only use it in connection with the SafeGlobalPay Services. You may not disclose or distribute a User's Information to a third party or use the Information for marketing purposes unless you receive the User's express consent to do so.
   4. You may not send unsolicited email to a User or use the SafeGlobalPay Services to collect payments for sending, or assisting in sending, unsolicited email to third parties.
   5. Intellectual Property. "SafeGlobalPay.com", "SafeGlobalPay" , and all logos related to the SafeGlobalPay Services are either trademarks or registered trademarks of SafeGlobalPay or SafeGlobalPay's licensors. You may not copy, imitate or use them without SafeGlobalPay's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of SafeGlobalPay. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the SafeGlobalPay website, any content thereon, the SafeGlobalPay Services, the technology related to the SafeGlobalPay Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of SafeGlobalPay and its licensors.
   6. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without SafeGlobalPay's prior written consent. SafeGlobalPay reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
   7. Password Security and Keeping Your Email and Address Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the SafeGlobalPay Services.
   8. Notices to You.You agree that SafeGlobalPay may provide you Communications about your Account and the SafeGlobalPay Services electronically. Any electronic Communications will be considered to be received by you within 24 hours after the time we post it to our website or email it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.
   9. Account Statement. You have the right to receive an Account statement. You may view your Account statement by logging into your Account or by sending us an email requesting for the same.
   10. Calls to You; Mobile Telephone Numbers.By providing SafeGlobalPay a telephone number (including a mobile telephone number), you agree to receive autodialed and prerecorded message calls at that number. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at Account opening, adding a telephone number to your Account at a later time, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number. We won’t share your phone number with non-affiliated third parties for their purposes without your consent, but may share your phone numbers with our Family of Companies or with our service providers, such as billing or collections companies, who may contact you using autodialed or prerecorded message calls or text messages. Standard telephone minute and text charges may apply if we contact you.
   11. Recording Calls. You understand and agree that SafeGlobalPay may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with SafeGlobalPay or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with SafeGlobalPay may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by SafeGlobalPay, and SafeGlobalPay does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

2. Accounts

   1. Eligibility.To be eligible to use the SafeGlobalPay Services, you must be at least 18 years old and a resident of the United States or one of the countries deemed to be allies with the United States.
   2. Identity Authentication. You authorize SafeGlobalPay, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your Information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time.
   3. Third Party Permissions. If you grant express permission to a third party to take specific actions on your behalf, or access particular information about your Account, either through your use of the third party's product or service or through your Account Profile, you acknowledge that SafeGlobalPay may disclose the information about your Account to this third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold SafeGlobalPay responsible for, and will indemnify SafeGlobalPay from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant. You may grant or remove grant express permission to a third party to take specific actions on your behalf, or access particular information about your Account by sending us an email requesting for the same.

3. Sending Money

   1. Sending Limits. We may, at our discretion, impose limits on the amount of money you can send through the SafeGlobalPay Services, including money you send for purchases. You can manage your sending limit, by sending us an email requesting for the same.
   2. Bank Transfers. When you use your bank account as your Payment Method for any transaction or to initiate an Add Funds transaction, you are requesting an electronic transfer from your bank account. For these transactions, SafeGlobalPay will make electronic transfers via ACH from your bank account in the amount you specify. You agree that such requests constitute your authorization to SafeGlobalPay to make the transfers. Once you have provided your authorization for the transfer, you will not be able to cancel the electronic transfer.
   3. Refused and Refunded Transactions. When you send/receive money, the sender/recipient is not required to accept it. You agree that you will not hold SafeGlobalPay liable for any damages resulting from a recipient's decision not to accept/send a payment made through the SafeGlobalPay Services.
   4. Merchant Processing Delay. When you send a payment to certain Merchants, you are providing an Authorization to the Merchant to process your payment and complete the transaction. The payment will be held as pending until the Merchant processes your payment. Some Merchants may delay processing your payment. In such an instance, your Authorization will remain valid for up to 30 Days. If your payment requires a currency conversion, the exchange rate, which will include the Currency Conversion spread as decided by SafeGlobalPay, will be determined at the time the Merchant processes your payment and completes the transaction.
   5. Accuracy of Information. You are responsible for confirming the accuracy of the information you provide about each payment you send, including the email address or telephone number of the recipient and the amount of the transaction.
   6. Other Disclosures Regarding Credit. The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.
   7. As required by California law, a married applicant may apply separately for credit.

4. Receiving Money

   1. Receiving Personal Payments. If you are selling goods or services, you may not ask the buyer to send you a Personal Payment for the purchase. If you do so, SafeGlobalPay may remove your ability to accept Personal Payments.
   2. Payment Review.Payment Review is a process by which SafeGlobalPay reviews certain potentially high-risk transactions. If a payment is subject to Payment Review, SafeGlobalPay will place a hold on the payment and provide notice to the Seller to delay shipping of the item. SafeGlobalPay will conduct a review and either clear or cancel the payment. If the payment is cleared, SafeGlobalPay will provide notice to the Seller to ship the item. Otherwise, SafeGlobalPay will cancel the payment and the funds will be returned to the buyer.
   3. Risk of Reversals, Chargebacks and Claims. When you receive a payment, you are liable to SafeGlobalPay for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable Fee as decided by SafeGlobalPay, if you lose a Claim or a Chargeback or if there is a Reversal of the payment. You agree to allow SafeGlobalPay to recover any amounts due to SafeGlobalPay by debiting your Balance. If there are insufficient funds in your Balance to cover your liability, you agree to reimburse SafeGlobalPay through other means. If a sender of a payment files a Chargeback, the credit card issuer, not SafeGlobalPay, will determine who wins the Chargeback.
   4. Refund and Reversal Currencies. All refunds and reversals will be made in the same currency as the original transaction. If your transaction must be refunded or reversed and you do not have the correct currency available in your Balance, a currency conversion will be performed.
   5. No Surcharges. You agree that you will not impose a surcharge or any other fee for accepting SafeGlobalPay as a payment method. You may charge a handling fee in connection with the sale of goods or services as long as the handling fee does not operate as a surcharge and is not higher than the handling fee you charge for non- SafeGlobalPay transactions.
   6. Taxes. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. SafeGlobalPay is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction. You acknowledge that SafeGlobalPay will report to the Internal Revenue Service the total amount of payments for goods and services you receive each calendar year into all the Accounts you own if you receive into these Accounts (i) more than $20,000 in payments for goods or services and (ii) receive more than 200 payments for goods or services in the same calendar year.
   7. Receiving Payments from Student Accounts. SafeGlobalPay may block your ability to receive payments from Student Accounts if you sell goods or services that may be illegal for minors to purchase under any applicable laws or regulations. This includes, but is not limited to, alcohol, tobacco or adult-oriented materials.
   8. Your Refund Policy and Privacy Policy. If you sell goods or services, we recommend that you have a published return policy and a published privacy policy on your website and, if applicable, at your point of sale, including your In-Store Checkout point of sale.
   9. Receiving Preapproved Payments.If you receive Preapproved Payments, you must comply with the following requirements:
      1. Authorization. You must receive your buyer’s prior Authorization for the amount, frequency, and duration of the Preapproved Payment. You must provide your buyer with notice of the amount and date of each Preapproved Payment at least 10 Days before the transfer, unless the buyer has elected to receive notices only for varying amounts, as described in clause (b) below.
      2. Notice Requirements for Varying Amounts. If the amount of the Preapproved Payment varies, you must provide your buyer with notice of the amount and date of each Preapproved Payment transfer at least 10 Days before the transfer. You may also give the buyer the option to receive notice only when the amount of a Preapproved Payment falls outside a range that you and the buyer have agreed upon in advance. If the buyer has chosen to receive notices only for Preapproved Payments falling outside the agreed upon range, then you must send your buyer notice of the amount and date of those transfers at least 10 Days before the transfer.
      3. Required Stop Payment Procedures for Preapproved Payments. You must provide buyers with the ability to stop a Preapproved Payment up to 3 Business Days before the scheduled date of the Preapproved Payment. If a buyer has stopped or canceled a Preapproved Payment, you may not restart future payments without the written Authorization of the buyer. In addition, if your buyer signed up for the Preapproved Payment through an online method, you must provide a simple and easily accessible online cancellation procedure.
   10. No Log-In Payments. If you receive No Log-In Payments you must receive your buyer’s Authorization for the payment amount prior to submitting the No Log-In Payment.

5. Account Balances

   1. Balances. You do not need to maintain a 2 week rolling Balance in your Account in order to make or receive payments. However, your balance represents an unsecured claim against SafeGlobalPay and is not insured by the FDIC. You shall not be liable to claim any interest against any balance remaining in your account.

6. Withdrawing Money

   1. Payout. You will be paid on a monthly basis from your Account by electronically transferring your funds to your bank account. Funds may only be transferred in US Dollars. For all payouts you will be charged a nominal transaction fee per transaction.
   2. Withdrawal Limits. . At any point in time you will have to maintain a 2 week rolling balance in your account in addition to other security deposits as applicable. Depending on the degree to which you have verified your Account and based on your history of service transaction data, we may limit the amount you may withdraw.

7. Closing Your Account

   1. How to Close Your Account. You may close your Account at any time by sending us an email at least 60 days prior to closing your account. Upon approval of Account closure, we will cancel any pending transactions. SafeGlobalPay will hold 50% of your funds for 6 months and 50% will be released after 90 days of receiving your email for account closure.
   2. Limitations on Closing Your Account. You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold your Balance for up to 180 Days to protect SafeGlobalPay, its affiliates, or a third party against the risk of Reversals, Chargebacks, Claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.
   3. Dormant Accounts. Your account would deemed to be dormant if there has not any transaction through SafeGlobalPay in a period of 7 consecutive days. Dormancy of an account could lead to penalty of holding back all balances in the account and also to termination of account. In either case SafeGlobalPay will have the authority to release funds if it deems fit. Dormancy of an account can be avoided by giving a prior intimation to SafeGlobalPay before 30 days of an expected inactivity in the account clearly informing about the dates of inactivity.

8. Fees and Currency Conversion

   1. Fees Overview.
      1. Fees are based on a number of factors including but not limited to high risk merchant, low risk merchant, merchant’s physical location of business, merchant’s credit history and history of relationship with SafeGlobalPay.
      2. Fees are divided as fixed fee (set-up and pay-out charges) a percentage of the payment amount. All Fees are in U.S. Dollars unless otherwise stated.
   2. International Payments. International Payments will incur an additional charge when either the sender or recipient is outside the United States.
   3. Additional Fees. Additional Fees will be levied in cases of chargebacks, refunds, unauthorized transactions and any other legal dispute.

9. Restricted Activities

   1. Restricted Activities. In connection with your use of the services of SafeGlobalPay you will not:
      1. Breach this Agreement, or any other agreement or policy that you have agreed to with SafeGlobalPay;
      2. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
      3. Infringe SafeGlobalPay’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
      4. Sell counterfeit goods;
      5. Act in a manner that is defamatory, trade libelous, threatening or harassing;
      6. Provide false, inaccurate or misleading information;
      7. Send or receive what we reasonably believe to be potentially fraudulent funds;
      8. Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
      9. Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both SafeGlobalPay and the Seller, bank or credit card issuer for the same transaction;
      10. Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
      11. Conduct your business or use the SafeGlobalPay Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties or other liability to SafeGlobalPay, other Users, third parties or you;
      12. Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of the SafeGlobalPay Services;
      13. Use your Account or the SafeGlobalPay Services in a manner that Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
      14. Allow your Account to have a Balance less than what is permissible;
      15. Access the SafeGlobalPay Services from a country that is not an ally of the United States;
      16. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website or the SafeGlobalPay Services;
      17. Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
      18. Use the SafeGlobalPay Services to test credit card behaviors;
      19. Circumvent any SafeGlobalPay policy or determinations about your Account such as temporary or indefinite suspensions or other Account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional SafeGlobalPay Account(s) when an Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional SafeGlobalPay Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s SafeGlobalPay Account;
      20. Harass our employees, agents, or other users.
   2. Unlawful Internet Gambling Notice. Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your Account or your relationship with SafeGlobalPay. Restricted transactions generally include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

10. Your Liability - Actions We May Take

    1. Your Liability. You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by SafeGlobalPay, a User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the SafeGlobalPay Services. You agree to reimburse SafeGlobalPay, a User, or a third party for any and all such liability.
    2. Reimbursement for Your Liability. In the event that you are liable for any amounts owed to SafeGlobalPay, SafeGlobalPay may immediately remove such amounts from your Balance. If you do not have a Balance that is sufficient to cover your liability, your remaining Balance (if any) will be removed, your Account will have negative Balance up to the amount of your liability, and you will be required to immediately add funds to your Balance to eliminate the negative Balance. If you do not do so, SafeGlobalPay may engage in collection efforts to recover such amounts from you.
    3. Actions by SafeGlobalPay - Restricted ActivitiesIf SafeGlobalPay, in its sole discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect SafeGlobalPay, other Users, other third parties, or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
       1. We may close, suspend, or limit your access to your Account or the SafeGlobalPay Services (such as limiting access to any of your Payment Methods, and/or your ability to send money, make withdrawals, or remove financial Information).
       2. We may contact Users who have purchased goods or services from you, contact your bank or credit card issuer, and/or warn other Users, law enforcement, or impacted third parties of your actions;
       3. We may update inaccurate Information you provided us;
       4. We may refuse to provide the SafeGlobalPay Services to you in the future;
       5. We may hold your Balance for up to 180 Days if reasonably needed to protect against the risk of liability or if you have violated our Acceptable Use Policy;
       6. We may take legal action against you; and
       7. SafeGlobalPay, in its sole discretion, reserves the right to terminate this Agreement, access to its website, or access to the SafeGlobalPay Services for any reason and at any time upon notice to you and payment to you of any unrestricted funds held in your Balance.
    4. Actions by SafeGlobalPay - Court Orders or Other Legal Process
       1. SafeGlobalPay, in its sole discretion, may take various actions including placing a hold, Reserve, or other limitation on your Account or the funds in it and/or releasing any or all of your funds in the event it receives notice of a court order or other legal process that restricts the use of or access to your funds or requires their release. SafeGlobalPay will give notice of a hold, Reserve, or limitation it makes to comply with a court order or other legal process, unless the court order or other process directs that SafeGlobalPay not provide you notice, in which case the court order or other process supersedes any notice obligation SafeGlobalPay has undertaken or agreed to under the terms of this Agreement. SafeGlobalPay has no obligation to contest or appeal from any such order or process. Holds, Reserves, or limitations on your account that are placed in response to a court order or other legal process may be maintained longer than 180 Days. SafeGlobalPay will decide in its sole discretion the appropriate scope of a hold, Reserve, and/or limitation to assure compliance with a court order or other legal process.
       2. Additionally, in the event SafeGlobalPay receives notice of a garnishment or equivalent legal process directing the restraint of funds in your Account or directing payment of funds from your Account to the court or another third party, SafeGlobalPay may limit your Account and hold the funds in it for up to 180 days, and may disburse funds from your Account, as needed, for the purpose of resolving any Dispute, Claim, Chargeback, or Reversal.
    5. Actions by SafeGlobalPay - Holds.
       1. Risk-Based Holds.SafeGlobalPay, in its sole discretion, may place a hold on any or all of the payments you receive when SafeGlobalPay believes there may be a high level of risk associated with you, your Account, or any or all of your transactions. SafeGlobalPay’s determination may be based on a number of different factors and SafeGlobalPay may rely on information it receives from its third party partners. SafeGlobalPay will release the hold on any payment after 45 Days from the date the payment was received into your Account unless you receive a Dispute, Claim, Chargeback, or Reversal or SafeGlobalPay has taken another action as deemed fit.
       2. Disputed Transaction Holds. If a User files a Dispute, Claim, Chargeback or Reversal on a payment you received, SafeGlobalPay may place a temporary hold on the funds in your Account to cover the amount of the liability. If you win the Dispute, SafeGlobalPay will lift the temporary hold. If you lose the dispute, SafeGlobalPay will remove the funds from your Account.
    6. Actions by SafeGlobalPay - Reserves.

       SafeGlobalPay, in its sole discretion, may place a Reserve on funds held in your Business Account when SafeGlobalPay believes there may be a high level of risk associated with your Account. If your Account is subject to a Reserve, SafeGlobalPay will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of the amounts received into your Account are held for a certain period of time, or that a certain amount of money is held in reserve, or anything else that SafeGlobalPay determines is necessary to protect against the risk associated with your Account. SafeGlobalPay may change the terms of the Reserve at any time by providing you with notice of the new terms.

    7. Actions by SafeGlobalPay - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria.

       If we close your Account or terminate your use of the SafeGlobalPay Services for any reason, we will provide you with notice of our actions. Except as expressly provided otherwise in this Agreement, if we limit access to your Account, including through a Reserve or hold, we will provide you with notice of our actions; we will also provide you with an opportunity to request restoration of access if, in our sole discretion, we deem it appropriate. Further, you acknowledge that SafeGlobalPay’s decision to take certain actions, including limiting access to your Account by placing holds or imposing Reserves, may be based on confidential criteria that are essential to our management of risk and the security of Users’ Accounts and the SafeGlobalPay system. You agree that SafeGlobalPay is under no obligation to disclose the details of its risk management or security procedures to you.

11. Notification Requirements

    You should immediately notify SafeGlobalPay if you believe:

    1. there has been an Unauthorized Transaction, unauthorized access to your Account, or the occurrence of an Other Error;
    2. there is an error in your Account statement or your transaction confirmation sent to you by email;
    3. your password has been compromised;
    4. you need more information about a transaction listed on the statement or transaction confirmation.

12. Disputes with SafeGlobalPay

    You and SafeGlobalPay agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the provisions set forth in this Section. Please read this Section carefully. It affects your rights and will impact how claims you and we have against each other are resolved.

    1. Contact SafeGlobalPay First. If a dispute arises between you and SafeGlobalPay, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and SafeGlobalPay regarding the SafeGlobalPay Services may be reported to Customer Service by sending us an email.
    2. Applicable Law. You agree that the laws of the State of South Dakota, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and SafeGlobalPay, except as otherwise stated in this User Agreement.
    3. Agreement to Arbitrate. You and SafeGlobalPay each agree that any and all disputes or claims that have arisen or may arise between you and SafeGlobalPay shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
       1. Prohibition of Class and Representative Actions and Non-Individualized Relief.

          YOU AND SafeGlobalPay AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SafeGlobalPay AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SafeGlobalPay USERS.

       2. Arbitration Procedures.

          Arbitration is more informal than a lawsuit in court. Arbitration uses a neutralarbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator also must follow the terms of this User Agreement as a court would.

          The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's website at http://www.adr.org.The arbitration shall be held in Sioux Falls, South Dakota.

          If the value of the reliefsought is $2,000 or less, you or SafeGlobalPay may elect to have the arbitrationconducted by telephone or based solely on written submissions, which election shallbe binding on you and SafeGlobalPay subject to the arbitrator's discretion to requirean in-person hearing, if the circumstances warrant. Attendance at an in-person hearingmay be made by telephone by you and/or SafeGlobalPay, unless the arbitrator requiresotherwise.

          The arbitrator will decide the substance of all claims in accordance with the laws of the State of South Dakota, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different SafeGlobalPay users, but is bound by rulings in prior arbitrations involving the same SafeGlobalPay user to the extent required by applicable law. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

       3. Costs of Arbitration.

          Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. You will pay all filling, administration, and arbitrator fees associated with the arbitration.

       4. Severability.

          With the exception of any of the provisions in subsection (a) of this Agreement toArbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in subsection (a) of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the User Agreement, including all other provisions will continue to apply.

       5. Future Changes to the Agreement to Arbitrate.

          Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against SafeGlobalPay prior to the effective date of the change.

    4. Insolvency Proceedings. If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, SafeGlobalPay will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
    5. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
    6. Indemnification. You agree to defend, indemnify and hold SafeGlobalPay, our parent, Affiliates and the officers, directors, agents, joint venturers, employees and suppliers of SafeGlobalPay, our parent, or our Affiliates, harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the SafeGlobalPay Services, and/or your violation of any law or the rights of a third party.
    7. Assumption of Rights. If SafeGlobalPay pays out a Claim, Reversal or Chargeback that you file against a recipient of your payment, you agree that SafeGlobalPay assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in SafeGlobalPay’s discretion.
    8. Release of SafeGlobalPay. If you have a dispute with one or more Users, you release SafeGlobalPay (and our parent, our Affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all Claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

13. General Provisions

    1. Limitations of Liability. IN NO EVENT SHALL WE, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF SafeGlobalPay, OUR PARENT OR OUR AFFILIATES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE SafeGlobalPay SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SafeGlobalPay, OUR PARENT, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:
       (1) YOUR USE OF OR YOUR INABILITY TO USE SafeGlobalPay’s SITES AND SERVICES;
       (2) DELAYS OR DISRUPTIONS IN SafeGlobalPay’s SITES AND SERVICES;
       (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING SafeGlobalPay’s SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO SafeGlobalPay’s SITES OR SERVICES;
       (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN SafeGlobalPay’s SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM;
       (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES;
       (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
       (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS USER AGREEMENT OR SafeGlobalPay’s POLICIES. SafeGlobalPay RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS USER AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
    2. No Warranty. THE SafeGlobalPay SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. SafeGlobalPay, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF SafeGlobalPay, OUR PARENT OR OUR AFFILIATES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SafeGlobalPay does not have any control over the products or services that are paid for with the SafeGlobalPay Services and SafeGlobalPay cannot ensure that a buyer or a Seller you are dealing with will actually complete the transaction or is authorized to do so. SafeGlobalPay does not guarantee continuous, uninterrupted or secure access to any part of the SafeGlobalPay Services, and operation of our site may be interfered with by numerous factors outside of our control. SafeGlobalPay will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but SafeGlobalPay makes no representations or warranties regarding the amount of time needed to complete processing because the SafeGlobalPay Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Certain SafeGlobalPay Services may not be available to you based on residency, geographic location or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
    3. License Grant. If you are using SafeGlobalPay software such as an API, website, payment portal, developer's toolkit or other software application that you have downloaded to your computer, device, or other platform, then SafeGlobalPay grants you a revocable, non-exclusive, non-transferable license to use SafeGlobalPay’s software in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all SafeGlobalPay documentation accompanying the SafeGlobalPay Services. If you do not comply with SafeGlobalPay’s implementation and use requirements you will be liable for all resulting damages suffered by you, SafeGlobalPay and third parties. SafeGlobalPay may change or discontinue any APIs upon notice to you. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software. You acknowledge that all rights, title and interest to SafeGlobalPay’s software are owned by SafeGlobalPay. Any third party software application you use on the SafeGlobalPay website is subject to the license you agreed to with the third party that provides you with this software. SafeGlobalPay does not own, control nor have any responsibility or liability for any third party software application you elect to use on the SafeGlobalPay website and/or in connection with the SafeGlobalPay Services. If you are using the SafeGlobalPay Services on the SafeGlobalPay website, or other website or platform hosted by SafeGlobalPay, or a third party, and are not downloading SafeGlobalPay’s software or using third party software applications on the SafeGlobalPay website, then this section does not apply to your use of the hosted SafeGlobalPay Services.
    4. License Grant from You to SafeGlobalPay; IP Warranties. When providing SafeGlobalPay with content or posting content using SafeGlobalPay Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and intellectual property rights you have in the content, in any media known now or in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights against SafeGlobalPay, its sublicensees or its assignees. You represent and warrant that none of the following infringe any intellectual property or publicity right: your provision of content to SafeGlobalPay, your posting of content using the SafeGlobalPay Services, and SafeGlobalPay’s use of such content (including of works derived from it) in connection with the SafeGlobalPay Services.
    5. License Grant from Merchants to SafeGlobalPay. If you are a Merchant using SafeGlobalPay Merchant services, you hereby grant us a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free right to use and display publicly, during the term of this Agreement, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you) for the purpose of
       (1) identifying you as a merchant that accepts a SafeGlobalPay service as a payment form, and
       (2) any other use to which you specifically consent.
    6. Complete Agreement. This Agreement, along with any applicable policies and agreements, sets forth the entire understanding between you and SafeGlobalPay with respect to the SafeGlobalPay Services. Unless stated otherwise in this Agreement, if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
    7. Translated Agreement. Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall apply.