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General Provisions

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These Terms and Conditions ("Terms") constitute an integral part of the Standard Services Agreement ("Agreement") executed between you ("Client") and North Star Strategies, LLC ("PayVoyager") collectively referred to as the (“Parties”). These Terms govern the scope and utilization of services ("Services") provided by PayVoyager for campaign management, technical support, reporting, and any additional services as may be set forth in the Agreement or subsequent amendments. Capitalized terms herein shall have the meaning ascribed to them in the Agreement. The Services are accessible through the website www.payvoyager.com ("Site") by using them you agree to abide by the terms and conditions set forth herein.

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1. Obligations and Policy Compliance

The Client is mandated to adhere to certain stipulated policy requirements ("Client Policy Requirements") during the utilization of the Services and related activities, which shall include, but not be limited to, compliance with the federal CAN-SPAM Act of 2003, refraining from engaging in the dissemination of hate speech or unauthorized activities, and compliance with all applicable legal and regulatory requirements.

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2. Utilization of Services

PayVoyager grants the Client a non-exclusive license to utilize its e-commerce software and shall furnish software Services, as agreed upon between both in a separate Service Order Form.

Services pursuant to the conditions laid down in the Agreement. The Client is expressly prohibited from modifying, sub-licensing, or transferring any rights to the Services and from granting third-party access to their account without explicit written consent from PayVoyager.

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3. Modification and Service Maintenance

PayVoyager reserves the right, with the Client's consent, to alter, suspend, or terminate the Services, either to comply with laws, perform maintenance, or to amend features or functionalities. The Client acknowledges the possibility of third-party service providers supporting the delivery of Services, including data storage solutions.

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4. Intellectual Property Considerations

All rights, titles, and interests in data generated through the use of Services shall exclusively vest in the Client. Conversely, the Client shall not acquire any intellectual property rights in any technology or data which are proprietary to PayVoyager.

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5. Financial Terms

a. Fees and Charges: The Client agrees to remit fees as per the financial stipulations delineated in the Agreement.

b. Payment Mechanism: All charges to the Client’s account shall be payable in U.S. Dollars in accordance with PayVoyager's prevailing payment policies.

c. Authorized Payment Method: The Client expressly permits PayVoyager to levy charges on their credit/debit cards for account-related expenses.

d. Default in Payment: Failure to fulfill financial obligations will subject the Client to legal penalties, including interest and legal fees.

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6. Representations and Warranties

Both parties warrant their authority to enter into this Agreement and to comply with all applicable laws, and further, represent the truthfulness and accuracy of all information provided.

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7. Indemnification Clauses

Each party agrees to indemnify the other against any claims or damages arising out of a breach of these Terms, provided certain conditions are met, including timely notice and the right to defend or settle the claim.

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8. Agreement Duration

The initial term of the Agreement is as specified within, and shall automatically renew for successive terms unless terminated in accordance with the Agreement.

 

9. Termination Clauses

a. Monthly Agreements: For those under month-to-month Agreements, the Contract can be terminated with 30 days' written notice. Any pending financial obligations must be satisfied by the termination date.

b. Annual Contracts: For annual or multi-year agreements, termination notice must be issued 60 days before the current term expires. All outstanding charges are to be paid prior to termination.

c. PayVoyager's Breach: Termination may be immediate should PayVoyager materially breach this Contract.

d. Termination by PayVoyager: We retain the right to terminate this Contract with 14 days' written notice and can also deny renewal. Immediate termination is permissible under specific conditions.

e. Effects of Termination: Post-termination, your account will be deactivated. A 60-day data retrieval window shall be available upon request.

10. Anti-Spam Compliance

Adherence to the CAN-SPAM Act is compulsory. Breaches of this mandate result in immediate Contract termination and forfeiture of any right to use the Services.

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11. Service-Level Commitment

Technical support will be provided at an additional cost. Service credits may be issued for excessive downtime, as specified.

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12. Data Management

a. Data Hosting: Client Data will be hosted by PayVoyager and its designated third-party vendors.

b. Data Privacy: We shall not disclose your data unless under specific and outlined conditions.

d. Use of Client Data: We are granted the right to utilize Client Data in anonymized, aggregated forms.

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13. Exclusions of Warranties. PayVoyager does not guarantee that the Services provided will operate without interruption or be error-free. Nor does it assure that all data or content submitted by the Client will remain perpetually accessible, or that such data will not be deleted, corrupted, or rendered otherwise unavailable. The Client understands and agrees that they bear sole responsibility for determining whether the Services meet their needs adequately. PayVoyager disclaims all liability for unauthorized access to, or hacking of, the Client's data, or any unintentional access granted by PayVoyager or through the Services. Except for what is explicitly stated in these Terms and Conditions, the Client acknowledges that the use of the Site and Services is at their own risk. All services are provided “AS IS,” without any express or implied warranties, including but not limited to warranties of non-infringement, performance, merchantability, fitness for a specific purpose, or accuracy. PayVoyager is not responsible for any economic benefits, if any, that the Client may gain from using the Site and Services.

 

14. Limitations on Liability. The Client acknowledges that PayVoyager shall not be responsible for any consequential, incidental, indirect, special, punitive, or exemplary damages, including but not limited to loss of profits or revenue, associated with or arising from the Agreement or the Services. PayVoyager’s aggregate liability under this Agreement shall not exceed the total payments received from the Client in the twelve (12) months immediately preceding any liability.

 

15. Confidentiality. Both parties may have access to confidential or proprietary information. Each party agrees to limit the disclosure of such Confidential Information to individuals within its organization who need to know and to protect the confidentiality of such disclosed information with at least the same degree of care as it uses to protect its own proprietary information.

 

16. Non-Competition and Non-Solicitation. The Client agrees not to offer or distribute services that compete with PayVoyager's Services during the term of this Agreement and for one year following its conclusion. Furthermore, the Client agrees not to solicit or employ any of PayVoyager’s employees during this period. The Client may develop similar services for its own internal use.

 

17. Section Headings and References. The headings in these Terms and Conditions are for reference purposes only and do not affect the meaning or interpretation of these Terms and Conditions.

 

18. Entire Agreement. This Agreement represents the full understanding between the parties regarding the subject matter herein and supersedes all previous agreements or understandings, oral or written.

 

19. Survival. The provisions outlined in Sections 4, 5, 7, 9.e, 13.b-d, and 14 through 26 shall continue to be effective even after the termination or expiration of this Agreement.

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20. UPDATING CONTACT INFORMATION AND COMMUNICATION PROTOCOL

a. The Client's contact details are specified in this Agreement. Should there be any change in the Client’s contact information during the Agreement's term, the Client is obligated to notify PayVoyager via email at support@PayVoyager.com. The Client agrees to supply PayVoyager with an email address ("Contact Email") to which any requests from PayVoyager to modify any aspect of the Agreement may be sent. Failure by the Client to respond to or deny such requests within thirty (30) days will grant PayVoyager the right to terminate this Agreement without penalty.

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21. NATURE OF THE PARTIES

No provision within this Agreement is intended to create an employer-employee relationship, a partnership, or any other relationship other than that of independent contractors between the parties. Neither party nor their respective agents, directors, or employees shall represent themselves as employees or agents of the other party.

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22. PROVISIONAL VALIDITY

Should any provision of this Agreement be deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be reformed to the extent necessary to make it valid and enforceable, without affecting or impairing any other provision.

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23. DISPUTE RESOLUTION THROUGH ARBITRATION

Both parties agree to resolve any disputes arising from or related to this Agreement through binding arbitration, waiving the right for court litigation or participation in any class action. The arbitration will be governed by the Federal Arbitration Act and administered by the American Arbitration Association. All disputes shall be resolved by a single arbitrator and shall take place in San Francisco, California. The arbitrator will be granted the authority to provide any form of legal or equitable relief. If any part of this arbitration clause is found to be invalid or unenforceable, the remainder will still apply.

 

24. COMPLIANCE WITH ANTI-TERRORISM, ANTI-MONEY LAUNDERING, AND ANTI-CORRUPTION LAWS

Each party assures compliance with all applicable laws and regulations related to anti-terrorism, money laundering, and anti-corruption, including but not limited to OFAC regulations, the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, the Patriot Act, the U.S. Export Administration Regulations, the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act 2010.

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25. PayVoyager Required Terms for Receiving Chargeback Alerts

The following clauses (A-J) apply only to Clients that are recipients of Services facilitated by or through PayVoyager and its associated entities:

A. Definitions

1. "Verified Fraud Data" refers to information about card transactions verified as fraudulent by cardholders and delivered to the Client ("Client" refers to the PayVoyager client who receives data under the Standard Service Agreement, where these terms are appended). Such data may include, but is not limited to, Visa account numbers, merchant descriptors, authorization timestamps, POS codes, authorization amounts, and source identifiers as provided by Visa for tracking purposes.

2. "Verified Fraud Service" describes the service where PayVoyager provides the Client with Verified Fraud Data related to transactions specifically for the purpose of fraud prevention as contemplated by this Agreement.

B. Client Use Cases and Limitations

The Client:

1. May utilize Verified Fraud Data solely to mitigate fraud-related losses or administrative costs related to the specific transaction in question, and for other or future transactions exclusively within the Client's business operations where such data directly applies.

2. Shall not use Verified Fraud Data for assessing consumer eligibility for credit, insurance, employment, or any purpose outlined in section 604(a) of the FCRA (15 U.S.C. § 1681b(a)).

3. Is prohibited from amalgamating Verified Fraud Data with data from third-party sources, including "consumer report" data as defined by section 603(d) of the FCRA (15 U.S.C. § 1681a(d)).

4. Must secure Verified Fraud Data as per PCI DSS guidelines or other standards as stipulated by PayVoyager.

5. Shall comply with any additional data use requirements or limitations as mandated by applicable card associations.

6. Is restricted from sharing Verified Fraud Data with external parties.

C. Confidentiality

The Client is not permitted to disclose or allow disclosure of:

1. The existence or terms of this Agreement or the Chargeback Alerts services, unless mutually agreed upon in writing.

2. Visa as a data source.

3. Any use of Visa's or its Affiliates’ proprietary names, marks, or logos without prior written authorization from Visa.

E. Disclaimers

The Client acknowledges that PayVoyager and its vendors make no warranties or guarantees, either express or implied, concerning any deliverables, and disclaim all liability arising from the Client's use of such deliverables. Deliverables are provided "AS IS," and all implied warranties are expressly disclaimed.

F. Representations and Warranties

The Client affirms that:

1. Verified Fraud Data will not be employed for determining consumer eligibility for credit, insurance, employment, or any purpose in violation of section 604(a) of the FCRA (15 U.S.C. § 1681b(a)).

2. It will comply with all applicable laws while fulfilling its obligations under this Agreement.

G. Indemnity and Limitation of Liability

The Client agrees to defend, indemnify, and hold harmless PayVoyager and its vendors against any claims, losses, or damages arising from:

1. Breaches of this Agreement by the Client.

2. Misuse or unauthorized disclosure of Verified Fraud Data by the Client.

3. Violation of third-party intellectual property rights by the Client.

4. Negligence or willful misconduct by the Client.

PayVoyager will notify the Client promptly upon becoming aware of such claims and will cooperate as necessary, subject to limitations detailed in this section.

H. Limitation on Liability

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PayVoyager and its suppliers are not liable for indirect, consequential, or punitive damages arising from this Agreement. Any liability shall not exceed the amount paid to PayVoyager in the six months prior to the event giving rise to the claim.

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I. Equitable Remedies

The Client acknowledges that violations of the Agreement’s licensing terms could cause PayVoyager irreparable harm, inadequately remedied by monetary damages, and thus PayVoyager is entitled to seek injunctive relief without posting a bond. The Client further acknowledges that PayVoyager may seek damages for any claims related to this Agreement.