Subject to the terms and conditions of these Terms of Service, during the period You have a valid subscription with Paid. Paid grants You (and You agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: the Software and certain proprietary documentation in the form generally made available by Paid to You on the Site for use with the Software (the “Documentation”), solely to connect to the Paid Service, and solely for your benefit and your internal business purposes. Your use of the Service shall be subject to the applicable Service documentation and restricted pursuant to the terms and conditions of this Agreement.
As between You and Paid, Paid owns all rights and interest to any and all patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible and whether or not now known or hereafter discovered) (“Intellectual Property Rights”) in and to the Sites and Service. Nothing in this Agreement grants You any rights whatsoever in or relating to the source code of the Software. All ownership rights, title, and Intellectual Property Rights in and to the Site and Services shall remain in Paid and/or its licensors. Other than as expressly granted herein, Paid does not grant You any other rights to the Sites or Service. You agree that Paid has the right to change, modify, add to or discontinue or retire any aspect or feature of the Site or Service at any time. Paid has no obligation to give You notice of any changes. From time to time, Paid may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices. All such upgrades, fixes or new versions shall be considered part of the Site and Service subject to the terms of this Agreement, unless We provide different terms at the time of release. Some Services may include Software which may update automatically.
2.3 By You
By allowing the Service to be placed on Your website(s), You hereby grant Us a nonexclusive, irrevocable during the term of this Agreement, royalty-free license to perform, or have performed, the Service activities on Your website, application or service. By using the Service and allowing the Service to be placed on Your website(s), You hereby grant Paid the right to include Your name or logo on Paid’s Site or other marketing and promotional efforts.
You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Site or Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software; (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service; (iv) use the Site or Service in violation of any applicable regulation or law; (v) ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency, (vi) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service; (vii) to store or transfer any tortious, illegal or infringing materials, (viii) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, (ix) to transfer any viruses, worms, trojans or other items of a similarly destructive nature.
Customer shall use no less than industry standard security measures with respect to its access and use of the Services and Software. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, communication services, web and hosted services and platforms, and any platforms, networks, services and/or websites where it distributes and runs its services and applications, and to whom it provides data, including but not limited to, Facebook, Android, Blackberry and iOS/App Store (collectively, “Third Party Platforms”). Customer shall be responsible for compliance its own and all terms of service and privacy policies with respect to the Third Party Platforms. Without limiting the foregoing, Customer agrees to comply with third party terms of service and privacy policies for all third party analytics providers and other services that Paid provides with data at your request. Paid is not responsible for any act or omissions of any Third Party Platform.
Customer shall also be responsible for maintaining the security of the Third Party Platforms, its account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the account or the Third Party Platforms with or without Customer’s knowledge or consent.
You agree to:
“Confidential Information” means: (a) the Service (Including the Software and Documentation); and (b) any Paid business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Paid’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You will not use Confidential Information, except as necessary for your performance of this Agreement.
The parties agree that any material breach of this Section (Confidentiality) will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of this Section in additional to any other relief to which Paid may be entitled.
Our Services enable You to collect data (“Customer User Data”) about how your customers and other users (your “Users”) use and interact with your website, services and applications on which You have integrated our Service (including without limitation User name, postal address, e-mail address, IP address and phone number). We enable You to specify the Customer User Data that You collect, and, at your direction, to pass that data into the Paid Service, and to a variety of third-party analytics tools and services. Paid may also store Customer User Data in connection with the Service. Paid does not inspect the Customer User Data that it collects, and collects such information automatically under your direction when providing our Service.
As between Customer and Paid, Customer shall retain all right, title and interest in and to the Customer User Data. Customer acknowledges that Paid exercises no control whatsoever over the content of the information (including Customer User Data) passing through Paid’s systems and networks in connection with providing the Service. Customer will be responsible for the accuracy, quality and legality of Customer User Data and the means by which Customer acquired the Customer User Data.
We collect, store, and use your Customer User Data on our servers to provide You with the Services. Our Services transfer data to servers that store User data in the U.S. and outside the U.S. We only share User information with others under special circumstances as follows:
You agree to comply with all applicable privacy and data protection regulations. You agree to provide appropriate notices to your Users about, and if required by applicable laws, obtain appropriate consent from Users for, your information collection and use practices relating to your use of our Services, and your use of any analytics providers or other third parties to whom You instruct us to send You’re Customer User Data. You will not collect or provide us with any Customer User Data, nor request us to forward any Customer User Data to any third party, or request (through the Paid Service or directly) such third party to perform any processing, in violation of any law, regulation, or third party right, including without limitation intellectual property, privacy or contractual right. We will not be responsible for any act omission of any third party to whom You request us to forward your Customer User Data, and You will indemnify and hold us harmless arising out of or related to their use of the Customer User Data.
You shall not provide Paid with any data that is considered “sensitive personal data” under the EU Data Protection Directive 95/46/EC, or that is otherwise subject to heightened restrictions relating to the transmission or processing of data for the jurisdictions in which You and Paid operate. Examples of such restrictive frameworks include, but are not limited to, the Health Insurance Portability and Accountability Act, the Children’s Online Privacy Protection Act, and the standards promulgated by the PCI Security Standards Council. It is your responsibility at all times to ensure that the means of passing data to Paid, as well as the data itself, along with your directives that We pass this data on to third party tools, at all times comply with the laws, regulations and agreements to which You, the data, or Paid are subject.
In the performance of the Service, Paid is expressly authorized to collect general user data and report on the aggregate response rate and other aggregate measures of the Service’s use and performance, provided that all User data is anonymized and no personally identifying information of the Customer or its Users is revealed. In addition, Paid may monitor the use and performance of the Service for compliance with, and to enforce, the terms and conditions of this Agreement.
Third Party Products & Services:
The Service may provide you with access to, be integrated with, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by third parties (collectively, “Third Party Products or Services”). Third Party Products are not under PAID’s control, and you acknowledge that PAID is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Products. You shall comply with all Third Party Terms, and shall indemnify and hold PAID harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to your breach of any Third Party Terms. Any provision by PAID of Third Party Products, and any exchange of data between you and any third-party provider of a Third Party Product, is solely between you and the applicable third-party provider.
TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICE AND SITE ARE PROVIDED BY PAID AND ITS LICENSORS “AS IS” AND “AS AVAILABLE” AND PAID MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE AND SITE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, WORKS, OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES PAID GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU. PAID DOES NOT WARRANT THAT THE SERVICE OR SITE, OR ANY PORTION THEREOF, ARE ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE OR SITE WILL BE UNINTERRUPTED, OR THAT THE SERVICE’S OR SITE’s OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICE IS OFFERED BY PAID FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. PAID MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM JURISDICTIONS OUTSIDE THE UNITED STATES ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PAID AND/OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE OR SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE OR SITE, ADVERTISEMENTS, UNAUTHORIZED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED, TO CONTRACT OR TORT AND WHETHER OR NOT PAID WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE ; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. IN NO EVENT SHALL PAID’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF MONIES PAID FROM YOU TO US AS CONSIDERATION FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS PAID ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF THE SERVICE OR SITE, OR THE SERVICES TO WHOM WE SUBMIT DATA OR INSTRUCTIONS AT YOUR REQUEST, INCLUDING WITHOUT LIMITATION THAT ANY CLAIM THAT ANY OF THE FOREGOING VIOLATES ANY THIRD PARTY RIGHT, (B) SERVICES, PRODUCTS, INFORMATION, DATA, PROCESSING INSTRUCTIONS OR CONTENT YOU SUBMITTED OR USED IN CONNECTION WITH THE SERVICE, OR (C) ANY ACTUAL OR ALLEGED NEGLIGENCE, WILFUL MISCONDUCT, FRAUD, MANIPULATION, OR BREACH OF THIS AGREEMENT, BY YOU. YOU WILL NOT ENTER INTO ANY SETTLEMENT OF, OR AGREEMENT RELATED TO, ANY MATTER COVERED BY THIS SECTION WITHOUT FIRST OBTAINING PAID’S WRITTEN CONSENT. PAID RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO PARTICIPATE IN ANY DEFENSE, AND TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL FULLY COOPERATE WITH PAID IN SUCH DEFENSE.
These Terms of Service will remain in effect for your Free Trial Period, and, upon conversion to a Paid Plan subscription, until your paid subscription to the Services terminates, or until the Terms of Service are otherwise terminated as set forth herein. For Customers in the Free Trial Period, We may terminate this Agreement at any time, in whole or in part, for any reason, with or without notice. During the Free Trial Period, You may terminate this Agreement at any time by (i) providing us with written notice, and (ii) discontinuing Your use of the Services and removing all Paid java scripts and other scripts from Your website, application or service, and destroying all other parts of the Service, Software and Paid Confidential Information in Your possession.
For Customers under a Paid Plan, You may terminate this Agreement effective as of the end of the then-current subscription period by providing us with at least thirty (30) days’ written notice prior to the expiration of your then-current subscription term. Once You are under a Paid Plan, We may terminate this Agreement at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice. Upon any termination or expiration of this Agreement, all licenses, and any other rights and services provided by Us to You in this Agreement, shall cease immediately, and You shall immediately (i) pay all outstanding balances, and (ii) cease all use of the Services and remove all Paid java scripts and other scripts from Your website, application or service, and destroy all other parts of the Service, Software and Paid Confidential Information in Your possession. The following sections will survive any expiration or termination of this Agreement: 1 (with respect to any fees due and their collection), and 3 through 9 and 11.
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (a) by obtaining our written consent in an agreement signed by an officer of Paid; or (b) as set forth below in the immediately following paragraph.
You agree that Paid may modify the terms of this Agreement from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We will notify You when We make material revisions or modifications to the Agreement by (x) posting a notice or new version of this Agreement on the Paid Site, or (y) providing direct notice in a communication to your customer account (if You have one), or otherwise in some manner through the Service that We deem reasonably likely to reach You (which may be by posting to this Site or on our blog). The modifications will be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Services or Site following the posting of this Agreement, You consent to the revised or modified terms of this Agreement.
The Service may contain or be distributed with open source software or other third party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of Paid set forth in this Agreement do not extend to any open source software or such other third party software which may be made available by Paid, or otherwise obtained or used by You. You agree that all open source software or such other third party software shall be and shall remain subject to the terms and conditions under which it is provided, and You shall be responsible for compliance with such terms. To the fullest extent possible Paid disclaims all warranties and liability regarding such open source and third party software in accordance with the terms of this Agreement.
Headings. Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.
Assignment. You may not delegate, assign or otherwise transfer Your rights or delegate Your obligations under this Agreement, in whole or in part, any attempted assignment by You shall be null and void.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions, and the parties agree to submit to the personal and exclusive jurisdiction of the courts in San Francisco, California. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms You agree that We are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary to give effect to the mutual intent of the parties, and so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
No waiver. Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.
Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Paid, or if to You, to the email or physical address associated with Your account. You hereby consent to receiving any notices relevant to the Services or this Agreement by email sent to the current email address of Your account and notices posted on the Site without requiring a handwritten signature for such notice to be effective.
Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
The Agreement. This Agreement constitutes the entire agreement between Customer and Paid with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement.
Any claim related to these Terms of Service, the Site(s) or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to You and your successors.
If You are a California resident, then in accordance with Cal. Civ. Code §1789.3, You may report any complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at 1-800-952-5210.
Paid and Customer are not legal partners or agents, but are independent contractors.
There are no third-party beneficiaries to this Agreement.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
All waivers and modifications must be in a writing signed on behalf of both parties by their duly authorized representatives, except as otherwise provided herein. No waiver of any breach shall constitute a waiver of any other breach.
Notice to US Government End Users. For U.S. Government procurements, Software is a commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government must be in accordance with license rights and restrictions described in these terms.
If You have any questions or concerns at all about our Terms of Service, please feel free to email us! And You can also always contact us via snail mail if You’re feeling old-fashioned:
2216 Market St
San Francisco, CA 94114
If you ever have any questions, or see anywhere we can improve our documentation, feel free to contact us!