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Exhibit C - Re-Leased Pay Terms 

Last updated: 25 June 2021

 

Welcome to Re-Leased Pay! The Re-Leased Pay Service is a part of the Re-Leased property management Service that is designed to enable you to collect payments from tenants using a range of third party payment methods, which may include American Express, Visa, Mastercard, Maestro, ApplePay, and GPay, plus ACH and direct debit.

Notwithstanding the definition of “Re-Leased” in this Agreement outside of these Re-Leased Pay Terms, in these Re-Leased Pay Terms and for purposes of the Re-Leased Pay Service, Re-Leased, we, our or us means the Re-Leased entity specified in the table in Appendix 3 to these Re-Leased Pay Terms.  Except to the extent otherwise set forth in these Re-Leased Pay Terms, the Re-Leased Pay Service is governed solely by the Re-Leased Pay Terms and not any other terms and conditions in the Agreement.  Similarly, these Re-Leased Pay Terms do not apply to any portion of the Service other than the Re-Leased Pay Service.

 

The Re-Leased Pay Terms consist of the terms and conditions in this in Exhibit C below and the following additional terms and conditions:

  • Appendix 1 – Stripe Services Agreement (including all Third-Party Payment Terms (as defined below) that are referenced therein or applicable pursuant thereto); and
  • Appendix 2 – Stripe Connected Account Agreement (including all Third-Party Payment Terms that are referenced therein or applicable pursuant thereto).
  • Appendix 3 – Re-Leased Contracting Entity for Re-Leased Pay Service

In the event of a conflict between the terms and conditions in this Exhibit C below that define obligations, liabilities or responsibilities of Re-Leased, and the terms and conditions referenced or applicable pursuant to any of such appendices, the terms and conditions in this Exhibit C below shall govern.  Nothing in this Exhibit C, however, shall be construed to amend or modify your obligations to any Payment Service Provider (as defined below) under any Third-Party Payment Terms.  For clarity, Re-Leased has the right to update any and all of the Re-Leased Pay Terms from time to time in the sole discretion, and continued use of the Re-Leased Pay Service by Customer shall constitute agreement by Customer to the updated Re-Leased Pay Terms, whether the update is made by Re-Leased, Stripe, or another Payment Service Provider.

 

Commencement Date

 

These Re-Leased Pay Terms, including all of the Third Party Payment Terms, shall become contractually binding upon Customer upon the Effective Date of the Agreement, unless Customer has “opted-out” of the Re-Leased Pay Service in accordance with Section 2.1 of the Terms and Conditions in the Agreement.  If Customer has “opted-out” of the Re-Leased Pay Service, but later “opts-in” to the Re-Leased Pay Service, all in accordance with Section 2.1 of the Terms and Conditions in the Agreement, then these Re-Leased Pay Terms, including the Third Party Payment Terms, shall become contractually binding upon Customer on the date on which Customer has opted-in to the Re-Leased Pay Service.

 

1. Definitions for this Exhibit C

 

All terms that are defined in the Terms and Conditions of the Agreement shall have the same
meaning when used in this Exhibit C, except to the extent expressly stated to the contrary in this
Exhibit C.

 

1.1 “Activity” means any and all actions by or on behalf of Customer (including by Re-Leased or any Administrative User) to or using the Re-Leased Pay Service or any Payment Service, including communication of information about Transactions (including Charges), adjustments, the handling of Disputes, and Chargebacks, as well as other activities described in the Third Party Payment Terms, or other documentation, for the applicable Payment Service.

 

1.2Administrative User” means any Authorized User of the Service that has administrator level authorization sufficient to access or use the Re-Leased Pay Service, as determined in accordance with Re-Leased’s then standard practices and procedures, as updated by Re-Leased from time to time.

 

1.3 “Bank Account” means an account held by the Customer with a bank or authorised deposit-taking institution.

 

1.4Business Day” means a day that is not a Saturday, Sunday or public holiday in the place in which an obligation is to be performed or a notice is to be received.

 

1.5 “Charge has the meaning given to such term in the Stripe Services Agreement.

 

1.6 “Chargebackmeans any chargeback, refund, rebate, reversal and associated charge, fee, fine or penalty that is incurred by or imposed on the Customer or Re-Leased as a result of any Transaction, use of the Re-Leased Pay Service or activity in connection with a Payment Account, Payment Method, or other Payment Service, whether imposed by Stripe or another Payment Service Provider.  For clarity, “Chargeback” includes all “Refunds,” “Reversals,” “Fines,” and similar charges and fees, including all remedies that Customer is required to provide as a result of any Dispute resolution, as defined or specified in the Third Party Payment Terms

 

1.7Claim” means any claim, demand, action, suit, or proceeding.

 

1.8 “Commencement Date” means the date on which these Re-Leased Pay Terms become contractually binding upon Customer, as more particularly described in the preamble to this Agreement above.

 

1.9Customer Data” means Data submitted by Customer or any Administrative User through the Re-Leased Pay Service.

 

1.10 “Customer Entities means Customer, its Affiliate, any Authorized User (including Administrative Users), Tenants, and any of their officers, directors, employees, consultants, agents, Third Party service providers, shareholders, partners, successors, and permitted assigns.

 

1.11Customer Technology” has the meaning set forth in Section 3.5(a).

 

1.12Data” means any and all data, content and information that is Processed through or in connection with the Re-Leased Pay Service, the Payment Account or any Transaction pursuant to this Agreement, including Personal Data.  For clarity, “Data” includes all data and information defined as “Data” in the Stripe Services Agreement.

 

1.13Dispute” has the meaning given to such term in the Stripe Services Agreement.

 

1.14Documentation” means the “Re-Leased Pay” section of Re-Leased’s electronic user guide for the Services available at https://help.re-leased.com/support/home, as updated by Re-Leased from time to time.

 

1.15 “Faultmeans any fault, behavior, or issue which adversely affects the operation or use of the Re-Leased Pay Service, or a Payment Method or other Payment Service through the Re-Leased Pay Service, in a material way.

 

1.16 “Feedback” is as defined in Section 11.2.

 

1.17 Fees” means the fees specified by Re-Leased to the Customer for access to and use of the Re-Leased Pay Service, as updated by Re-Leased from time to time in writing.  For clarity, to the extent specified by Re-Leased, “Fees” includes any and all amounts defined as “Fees” in the Stripe Services Agreement.

 

1.18 “FraudandFraudulent means anything that is fraudulent, dishonest, deceitful, unauthorised, improper, illegal, criminal, wrongful, false or erroneous.

 

1.19Government Agency” means any government authority or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute.

 

1.20Insolvency Event” means, in relation to a Party, where:

a. a receiver, manager, trustee, administrator, other controller or similar official is appointed over any of the assets or undertaking of the Party;

b. the Party suspends payment of its debts;

c. the Party is unable or fails to pay its debts when they are due;

d. the Party enters into or resolves to enter into any arrangement, composition or compromise with a creditor;

e. the Party ceases to carry on business;

f. any action is taken to appoint an administrator;

g. an application, order or action is made / taken for the winding up or dissolution of the Party, otherwise than for the purpose of an amalgamation or reconstruction;

h. a Party is presumed to be insolvent under any applicable statute, or threatens to do any of (a) – (g); or

i. any similar or corresponding application or process is made, planned or threatened in any other jurisdiction in which the Re-Leased Pay Services are provided or the Customer is located.

 

1.21Loss” means any damage, liability, cost, expense, penalty, fine (including Fines), or other loss (including reasonable attorneys’ fees and other costs and expenses of litigation).

 

1.22Payment Account” means a Payment Service account provided by a Third Party that is opened by Re-Leased on behalf of the Customer for purposes of enabling Customer to use the Re-Leased Pay Service.

 

1.23Payment Method” means any and all methods provided by a Third Party for making any payment or other money transfer, including without limitation ACH, credit and debit cards, checks, and wire transfer. 

 

1.24Payment Processing Services” has the meaning given to such term in the Stripe Services Agreement.

 

1.25Payment Service” means any and all Payment Accounts, Payment Processing Services, Payment Methods, other processing (including data Processing), data, technology, analytic services, and other products and services, in each case provided by any Payment Service Provider for purposes of or in connection with any purchase, sale, order, donation, payment or other money transfer, including all products and services contemplated in the Stripe Services Agreement, Stripe Connected Account Agreement, Stripe Privacy Policy, or any documentation issued by any applicable Payment Service Provider.

 

1.26Payment Service Credential” means the Service account user ID, password, or other access credential of any Administrative User.

 

1.27Payment Service Provider” means any Third Party that is involved in providing or operating any product or service to enable or in support of the use of any Payment Method, including Payment Method providers, banks, other financial institutions, their service providers, and Stripe.  For clarity, Re-Leased is not a Payment Service Provider.

 

1.28Re-Leased Entities” means Re-Leased, its Affiliates and their officers, directors, employees, consultants, agents, service providers, shareholders, partners, successors, and permitted assigns.

 

1.29Re-Leased Pay Portal” has the meaning set forth in Section 2.1.

 

1.30Restricted Business” means any and all businesses and activities identified as a restricted or prohibited business or activity under any Third Party Payment Terms.

 

1.31Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data transmitted, stored or otherwise Processed by the Re-Leased Pay Service for which Re-Leased is required by Law to provide notice to Customer or an Administrative User.

 

1.32Stripe” means:

 

a. for any Customer principally located in Europe, Middle East or Africa – Stripe Payments Europe, Ltd., a private company organized under the laws of Ireland with offices at The One Building, 1 Grand Canal Street Lower, Dublin 2, Ireland and Stripe Payments UK, Ltd., an English company with offices at 211 Old Street, The Warehouse, 7th Floor, London EC1V 9NR;

 

b. for any Customer located principally in the United States – Stripe Inc., a Delaware corporation with offices at 185 Beery Street, San Francisco, CA 94107;

 

c. for any Customer located principally in Canada – Stripe Payments Canada, Ltd; and

 

d. for any other Customer – Stripe Payments Australia Pty Ltd A.C.N. 160 180 343.

 

1.33Stripe Connected Account Agreement” means the applicable “Stripe Connected Account Agreement” between Customer and Stripe that is identified in Appendix 2 to this Agreement, as each such agreement is modified by Stripe from time to time in its sole discretion.

 

1.34Stripe Privacy Policy” means the Stripe privacy policy that is applicable to your use of the Payment Services, as set forth in the Stripe Services Agreement and Stripe Connected Account Agreement.

 

1.35Stripe Services Agreement” means the applicable “Stripe Services Agreement” between Customer and Stripe that is identified in Appendix 1 to this Agreement, as each such agreement is modified by Stripe from time to time in its sole discretion. 

 

1.36Term” means the period of time beginning on the Commencement Date and ending upon any termination of Customer’s access to or use of the Re-Leased Pay Service in accordance with Section 14 or any other provisions of the Re-Leased Pay Terms. 

 

1.37Territory” means the countries and jurisdictions of the world in which the Re-Leased Pay Service is made available by Re-Leased, as specified in Exhibit 1.37 to this Exhibit C.

 

1.38Third Party” means a party other than Customer, Re-Leased, and the Affiliates of each of Customer and Re-Leased.

 

1.39Third Party Payment Terms” means (i) the Stripe Services Agreement and Stripe Connected Account Agreement; and (ii) to the extent indicated to be applicable to Customer pursuant to the Stripe Services Agreement, the Stripe Connected Account Agreement, or any other condition or requirement of any Payment Service Provider for use of any Payment Method or Payment Service; any and all other guidelines, bylaws, rules, regulations, agreements, and other requirements and obligations imposed or required by any Payment Method provider or other Payment Service Provider, including without limitation issuers, acquirers, other financial institutions, card networks (e.g., Visa, Mastercard, American Express, and Discover), digital wallets (e.g., ApplePay or GPay), and NACHA.

 

1.40Third Party Systems” has the meaning set forth in Section 2.2.

 

1.41Transaction” means any purchase, sale, order, donation, payment or other transaction involving a money transfer made by or on behalf of the Customer or a Tenant through the Re-Leased Pay Service, the Payment Account, any Payment Processing Services, or other Payment Services.  For clarity, “Transaction” includes all activities defined as a “Transaction” in the Stripe Services Agreement and/or the Stripe Connected Account Agreement.

 

 

2. Overview of Roles, Rights and Responsibilities

 

2.1 Re-Leased Pay Portal.  Re-Leased’s role in providing the Re-Leased Pay Service is limited to providing an interface or portal to you on the Released platform (the “Re-Leased Pay Portal”) that enables you to establish a Payment Account, and use Payment Processing Services, Payment Methods, and other Payment Services, which are provided, operated, and the responsibility of Third Party Payment Service Providers (e.g., of Stripe, Third Party financial institutions, and Third Party Payment Method providers).  For clarity, the Re-Leased Pay Portal, and responsibilities and obligations of Re-Leased, are each limited to the interfaces and software created and controlled exclusively by, and to the actions of, Re-Leased and do not include any Payment Account, Payment Processing Service, Payment Method, or other Payment Service or any actions or failures of any Payment Service Provider. 

 

2.2 Re-Leased Not Responsible for Payment Services.  Re-Leased is not a bank, deposit taking institution, or money transmitting institution.  Accordingly, all Payment Services made available through the Re-Leased Pay Service, whether the Payment Service is provided by Stripe or any other Payment Service Provider, are provided by or through Stripe under the Stripe Services Agreement and the Stripe Connected Account Agreement, as well as under the other Third Party Payment Terms, as more particularly contemplated in Section 2.3 of this Exhibit C.  Customer acknowledges and agrees that use and operation of the Payment Services relies upon equipment, devices, media, networks, and other information technology hardware and software provided or controlled by Stripe and other Third Parties (collectively, “Third Party Systems”) and that the Third Party Systems are not part of the Re-Leased Pay Portal.  Accordingly, except to the extent Re-Leased materially breaches one of its obligations in this Exhibit C, or exceeds the scope of authority granted by you to Re-Leased in this Exhibit C, Customer’s sole recourse for any and all Claims, Losses, and other issues associated with any Third Party System or any Payment Method, Payment Processing Service, or other Payment Service, including for late payments, Chargebacks, Fraud, Security Incidents, improper or unauthorized use of Data, violation of any Third Party Payment Terms, dispute resolution, and otherwise associated with any Activity or Transaction, shall be by Customer solely against Stripe or the other applicable Payment Service Provider directly and shall be governed by the Third Party Payment Terms that you enter into directly with such Third Parties, all as more particularly contemplated in Sections 2.3 of this Exhibit C.  Except to the extent Re-Leased materially breaches one of its obligations in this Exhibit C, or exceeds the scope of authority granted by you to Re-Leased in this Exhibit C, Re-Leased shall have no responsibility or liability for any possession, deposit, safe keeping, or transmission of any funds, any Transaction or Activity, or as a result of any performance, function, operation, or failures of any Payment Service or Payment Service Provider.

 

2.3 Third Party Payment Terms.  Commencing on the Commencement Date, you agree that the Stripe Services Agreement and Stripe Connected Account Agreement are each a binding contract directly between you and Stripe and that Stripe has the power and authority to enforce all of the terms and conditions of the Stripe Services Agreement and Stripe Connected Account Agreement against you directly.  Similarly, you agree that, upon the Commencement Date, you are bound by all other applicable Third Party Payment Terms, and you agree that the Payment Service Provider that requires the particular Third Party Payment Terms has the right to enforce the Third Party Payment Terms against you directly.  You agree that Stripe and the other Payment Service Providers are a third party beneficiary of, and have the power and authority to enforce, this Section 2.3 against you directly.

 

 

3. Re-Leased Right to Enforce Third Party Payment Terms

 

Without limiting the power or authority of Stripe or any Payment Service Provider set forth in Section 2.3 above, and while Re-Leased has no obligation or responsibility under any Third Party Payment Terms, Customer acknowledges and agrees that Re-Leased has the power and authority to enforce all of the Third Party Payment Terms against Customer, both for the benefit of Re-Leased and for the benefit of Stripe and all other Payment Service Providers.  Nothing shall be construed to give Customer the right to enforce any of the Third Party Payment Terms against Re-Leased.

 

Administration and Use of Payment Accounts:

 

3.1 Opening a Payment Account.  Prior to using the Re-Leased Pay Service, a Payment Account must be opened on behalf of Customer with Stripe.  Accordingly, Customer:

 

a. hereby authorises Re-Leased to open a Payment Account for Customer and to contact (and have the Payment Service Providers contact) any Third Party in order to do so and from time to time thereafter to verify or collect any information required by Re-Leased, Stripe or any other Payment Service Provider for opening, maintenance or use of the Payment Account, a Payment Method, other Payment Service, or the Re-Leased Pay Service;

 

b. shall ensure that all information provided to Re-Leased, and by any Customer Entity to any Payment Service Provider, is up to date, accurate and complete at all times, including for purposes of obtaining and maintaining the Payment Account and using the Payment Services;

 

c. shall without delay update all such information previously provided if there are any changes;

 

d. acknowledges and agrees that until Re-Leased opens a Payment Account for the Customer:

 

i. the Customer will not be able to use the Re-Leased Pay Service or any Payment Services;

 

ii. Re-Leased may alter the acceptance process for opening a Payment Account as a result of any requirements imposed by Stripe or any other Payment Service Provider;

 

iii. Re-Leased may not be able to open a Payment Account for the Customer; and

 

iv. Re-Leased has the right to terminate Customer’s access to and use of the Re-Leased Pay Service, including all Payment Services, at any time.

 

3.2 Access to and Use of Re-Leased Pay Service and Payment Accounts.

 

a. Customer’s Right to Use. Upon the Commencement Date and subject to the other terms and conditions of these Re-Leased Pay Terms, including the Third Party Payment Terms, Re-Leased hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right for each Administrative User to access and use the Re-Leased Pay Portal and Documentation on behalf of Customer in order to use the Re-Leased Pay Service, all solely for the internal business purposes of Customer and solely during the Term.

 

b. Appointment of Re-Leased as Customer’s Agent.  Customer acknowledges and agrees that in order for Customer to use the Re-Leased Pay Service, and the Payment Services available through the Re-Leased Pay Service, Customer is required to authorize Re-Leased to initiate and perform the Transactions and Activities through Customer’s Payment Account, the Re-Leased Pay Service, and the associated Payment Services, each on Customer’s behalf in accordance with instructions provided by Customer, any Administrative User, or any other individuals using Payment Service Credential of Customer, and to such other actions as are required to comply with Customer’s obligations under the Third Party Payment Terms.  Accordingly, Customer hereby authorizes Re-Leased (and appoints Re-Leased as its agent and representative) to access, use and administer the Payment Account, Transactions, and Activity in accordance with such instructions and take such other actions on behalf of Customer.  Without limitation the foregoing, Customer hereby authorizes Re-Leased to:

 

i. share Data with Stripe and other Payment Services Providers, and take other actions, in order to enable such use of the Re-Leased Pay Service;

 

ii. Process Data (and authorize the Payment Service Providers to Process Data) as contemplated in any of the Re-Leased Pay Terms;

 

iii. initiate, undertake, create and manage any Transactions and Activities in accordance with such instructions, and take such other actions as required to comply with any Third Party Payment Terms, including to debit, make, or pay any Chargebacks and otherwise comply with any Dispute resolution under the Third Party Payment Terms, including by making withdrawals or transfers from a Customer Bank Account as contemplated in Section 3.3;

 

iv. otherwise act as the agent and representative of Customer for purposes of using the Re-Leased Pay Service and associated Payment Services, and Activities and Transactions, in accordance with the Re-Leased Pay Terms or for purposes of complying with the Third Party Payment Terms;

 

v. perform any actions required to avoid Claims against or Losses by Re-Leased under the Third Party Payment Terms as a result of any Transaction or Activity based upon instructions from Customer, any Administrative User or any other individual using any Payment Service Credential or as a result of any Claim that Customer failed to comply with any Third Party Payment Terms;

 

vi. have Stripe debit from the Payment Account, and from funds payable to the Customer from any Transactions or Activities processed using the Re-Leased Pay Service, any amounts owed to Re-Leased and all Chargebacks; and

 

vii. treat all access to and use of the Re-Leased Pay Service using Payment Service Credentials as being expressly authorized by Customer, whether or not actually authorized by Customer.

 

3.3 Bank Account; Sufficient Funds.  Access to and use of the Re-Leased Pay Service is conditioned on Customer maintaining an eligible Bank Account from which the Re-Leased Pay Service and Re-Leased may withdraw or transfer sufficient funds to meet Customer’s obligations under the Re-Leased Pay Terms, including the Third Party Payment Terms.  Re-Leased Reserves the right to specify the amount that Customer must maintain in reserve in such Bank Account in order to continue to use the Re-Leased Pay Service.  Should Re-Leased determine appropriate or desirable at any time, Re-Leased reserves the right to require Customer to establish and maintain additional mechanism(s) to secure the full amount of payments on all Transactions and Activities and establish to the satisfaction of Re-Leased that Customer is maintaining adequate security and reserve funds.

 

3.4 Payment Service Credentials.

 

a. Generally.  All Authorized Users whose Service account credentials are Payment Service Credentials, whether issued by Re-Leased, Customer, or any other Authorized User, will be deemed to be authorized by Customer to access and use the Released Pay Service on behalf of Customer, and all instructions and directions from such Administrative Users, and others using any such Payment Service Credentials, shall be deemed to be authorized and sent by Customer.

 

b. Security of Account Credentials

 

i. Customers is solely responsible for (a) controlling against all unauthorized access to and use of all Payment Service Credentials, (b) maintaining the confidentiality of all Payment Service Credentials and ensuring they are accessed and used only by the individual authorized and intended by Customer and to which the credentials are registered at Re-Leased, (c) terminating access to and use of all Payment Service Credentials when desired by Customer or when compromised, such as if an individual has left the employ of Customer or is otherwise no longer authorized to access or use the Re-Leased Pay Service; and (d) all Transactions and other Activities that occur or are initiated using any Payment Service Credential, whether or not actually authorized by Customer.  Customer shall ensure that no Payment Service Credential is used by more than one individual.  Customer will ensure all passwords are changed no less often than every six months.  If you believe an account is no longer secure, then you must immediately notify us at support@re-leased.com

 

ii. Customer shall terminate and revoke all Payment Service Credentials immediately when desired or appropriate and shall notify Re-Leased immediately upon becoming aware of any unauthorized access or use or compromise of security or confidentiality of any Payment Service Credential.  Re-Leased reserves the right to suspend and revoke Payment Services Credentials at any time if Re-Leased in good faith suspects Fraud, misuse, or determines advisable to protect security, confidentiality, or otherwise protect against risk of liability.  If any password or other account credential of an Administrative User is provided by the Administrative User to another individual, then without prejudice to Re-Leased’s other rights, Re-Leased may promptly disable such passwords and account credentials, and Re-Leased has the right to refuse issuance of a new password and account credentials to any of the involved individuals.

 

3.5 Additional Customer Responsibilities. The Customer shall:

 

a. maintain and be solely responsible for all computers, servers, systems, services, firewalls, malware protection, mobile and other devices, networking, encryption, software, and other IT hardware, services and software (collectively, “Customer Technology”) used in connection with the Re-leased Pay Service;

 

b. ensure that all Administrative Users’ use of the Re-leased Pay Service and Customer Technology is in compliance with and subject to these Re-Leased Pay Terms, including the Third Party Payment Terms (as if the Administrative User is Customer);

 

c. maintain the confidentiality of the Payment Service Credentials; prevent unauthorized access to, or use of, the Payment Account, Payment Service Credentials and the Re-Leased Pay Service; and notify Re-Leased promptly if it becomes aware of any such unauthorized access or use;

 

d. ensure the accuracy, quality and legality of all Data and Processing thereof for the Re-Leased Pay Service, including without limitation providing all relevant notices to individuals, companies, and other entities and obtaining all relevant consents as required by applicable Laws, complying with individuals’ requests under applicable privacy laws in respect of the Data, and deleting Data when it is no longer needed in connection with the Re-Leased Pay Services;

 

e. comply with (and cause the Customer Technology to comply with) all procedures, technical specifications and reasonable directions given by Re-Leased, Stripe, or any other Payment Service Provider to protect and secure the Re-Leased Pay Service, use of all Payment Services, and related Data, including as required by all Third Party Payment Terms;

 

f. not attempt to circumvent any of the technical limitations of, enable any functionality that is disabled or prohibited in, or otherwise interfere with the ordinary operation of, the Re-Leased Pay Service, any Payment Service, or any Third Party Payment Terms;

 

g. not republish, post, transmit, upload, resell or distribute, reproduce or copy the Re-Leased Pay Service or any documentation related to the foregoing, in whole or in part, except for backup and archive purposes;

 

h. provide Re-Leased with prompt access to the Customer’s personnel, equipment, data, information and Customer Technology as is reasonably required to enable Re-Leased to provide the Re-Leased Pay Service and confirm compliance with these Re-Leased Pay Terms;

 

i. not do, or omit to do, anything which the Customer is aware or ought reasonably to be aware, could have an adverse effect on the operation, security or maintenance of the Re-Leased Pay Service, Customer Technology or any Payment Service or could violate any Third Party Payment Terms;

 

j. provide all consumer disclosures required by Law;

 

k. maintain a fair return, refund, cancellation or adjustment policy and clearly describe the process by which a Tenant can take advantage of these policies, including sufficient to comply with all Third Party Payment Terms and applicable Law;

 

l. comply with all of its obligations in any Third Party Payment Terms. However, if the Customer does not comply with any such obligations, the Customer hereby:

 

i. authorizes Re-Leased (and appoints Re-Leased as its agent and representative) to fulfill those obligations on behalf of the Customer; and

 

ii. will provide any assistance, cooperation or information that is requested by Re-Leased in order for Re-Leased to fulfill those obligations; and

 

iii. will Indemnify the Re-Leased Entities from and against any and all Claims and Losses that are incurred by any of them in connection with a Re-Leased Entity fulfilling those obligations;

 

m. promptly notify Re-Leased in the event that its Stripe Services Agreement, Stripe Connected Account Agreement, or other Third Party Payment Term is terminated for any reason;

 

n. provide Re-Leased with all information, assistance and co-operation reasonably requested by Re-Leased in order to enable Re-Leased to meet its obligations under these Re-Leased Pay Terms, the Stripe Services Agreement, the Stripe Connected Account Agreement, and the other terms, conditions, guidelines, bylaws, rules, policies, or requirements, of any Payment Service Provider in connection with any Transactions, Activities, and the Re-Leased Pay Service;

 

o. provide any information requested by Re-Leased, Stripe or another Payment Service Provider necessary to comply with any regulatory requirements or requests by Government Agencies relating to the Re-Leased Pay Service, any Payment Method, or another Payment Service;

 

p. use the Re-Leased Pay Service, all Payment Methods, and all other Payment Services solely in compliance with all Laws, directions of Government Agencies, and Third Party Payment Terms; and

 

q. not use, or allow any party to use, the Re-Leased Pay Service:

 

i. in a Fraudulent manner or for any Transaction that involves Fraud or a Restricted Business;

 

ii. for any other improper or unlawful purpose, including for the benefit of any entity, person, country or organisation that is embargoed or blocked by any Government Agency;

 

iii. to initiate or facilitate Fraudulent Transactions or Activities or permit others to do the same or use the Re-Leased Pay Services for non-commercial, personal or household purposes;

 

iv. to initiate or facilitate peer-to-peer money transmissions or intercompany transactions;

 

v. to use the Re-Leased Pay Service for any purpose other than Customer’s own internal business purposes in using the Re-Leased Services;

 

vi. to host or transmit information which contains Malware or data designed to interrupt, damage, destroy or limit the functionality of any software, hardware or equipment; or

 

vii. for any benchmarking or competitive purpose, including to develop a product, service or functionality that competes, in whole or in part, with the Re-Leased Pay Service. 

 

3.6 Transactions

 

a. The Customer is solely responsible for, and Re-Leased has no liability or responsibility in respect of:

 

i. all Transactions or Activity (including verifying authenticity, accuracy, sufficiency of funds, and compliance with Laws and the Third Party Payment Terms); and

 

ii. verifying the identities of Tenants and Administrative Users and obtaining any consents and information necessary to process Transactions and Activities relating to them and use the Re-Leased Pay Service; and

 

iii. for recovering the amount of any Fraudulent payments, transfers, Transactions, or Activities that are made using the Payment Account, any Payment Service or the Re-Leased Pay Service (other than fraud by Re-Leased or an employee of Re-Leased).

 

b. The Customer shall (and shall cause all Administrative Users to):

 

i. only initiate (and request that Re-Leased initiate) Transactions and Activity authorised by Tenants and that comply with the Third Party Payment Terms and applicable Laws;

 

ii. advise Tenants of the terms and conditions relating to the Transactions and Activities;

 

iii. provide Tenants with accurate and detailed receipts or tax invoices for each Transaction or Activity and keep records of the same; and

 

iv. comply with (and cause all Administrative Users to comply with) all Third Party Payment Terms relating to the Transactions and Activities.

 

c. Re-Leased may refuse or suspend any Transaction or Activity which it believes violates the Third Party Payment Terms, other Re-Leased Pay Terms, or may involve Fraud, or that Re-Leased believes presents an unusual or unacceptable risk of Claims or Losses.

 

3.7 Chargebacks and Disputes

 

a. The Customer is solely responsible for, and Re-Leased has no liability in respect of, any Chargebacks or Disputes.

 

b. The Customer may challenge any Chargeback by submitting appropriate evidence to the Payment Service Provider, and Re-Leased may assist the Customer by coordinating with Stripe or any other Payment Service Provider to contest the Chargeback, but Customer acknowledges and agrees that Re-Leased is not (and shall not be) required to be involved in or responsible for determining the final outcome of the request and cannot guarantee the request will be successful.

 

c. The Customer shall ensure that the Payment Account has sufficient funds to cover all Chargebacks and acknowledges and agrees that Re-Leased may set a reserve on Transaction proceeds owing to the Customer to fund Chargebacks.

 

d. Re-Leased may suspend the Re-Leased Pay Service if the Customer fails to fund or pay any Chargeback or other amount for which Customer is responsible under these Re-Leased Pay Terms.

 

3.8 Security

 

a. Re-Leased will use commercially reasonable efforts to implement technical and organizational measures for achieving a level of security in the Re-Leased Pay Portal that Re-Leased believes in good faith is reasonably appropriate to the Data transmitted through the Re-Leased Pay Portal.  If Customer has reason to believe that Re-Leased’s security measures may not be appropriate, Customer shall notify Re-Leased thereof in writing immediately.  If Re-Leased becomes aware of a confirmed Security Incident in the Re-Leased Pay Portal, Re-Leased shall inform Customer without undue delay.  In such event, Re-Leased shall use commercially reasonable efforts to take such measures and pre-cautions as Re-Leased believes are reasonably sufficient to prevent the Security Incident in the Re-Leased Pay Portal from recurring.

 

b. The Customer is solely responsible for the security and sufficiency of any and all Customer Technology used to access the Re-Leased Pay Service, any Payment Method or any Payment Service.

 

c. The Customer is solely responsible for the security of email accounts, other means of communication and Data transmission, and other Customer Technology used in connection with the Re-Leased Pay Service or any Payment Method or Payment Service and acknowledges that Re-Leased may provide or share, via the same email accounts and means of communication, any and all information relevant to the Customer and/or the Re-Leased Pay Service or any Payment Method or Payment Service, including concerning Transactions, Activities, and billing and financial information, without reference or regard to the persons who may have access to them.

 

d. The Customer shall implement and maintain appropriate security controls, processes, systems and procedures (including any provided by Re-Leased, Stripe, or other Payment Service Provider) to protect the Customer Technology and use of the Re-Leased Pay Service, and any Payment Services, against Malware.

 

e. Re-Leased may take any measures it deems necessary, including the suspension of the Payment Account and the Re-Leased Pay Service, to maintain the security of the Re-Leased Pay Service, any Payment Method or Payment Service, and the Data, or to prevent harm to Re-Leased, Customer, any Administrative User, Re-Leased’s other customers, Stripe, any other Payment Service Provider, or any other party.

 

3.9 Suspension.  Re-Leased may suspend the Re-Leased Pay Service or the use of any Payment Method or Payment Service through the Re-Leased Pay Service if:

 

a. the Customer or an Administrative User breaches, or is reasonably suspected of breaching, any Third Party Payment Terms or other portion of these Re-Leased Pay Terms;

 

b. the Stripe Services Agreement, Stripe Connected Account Agreement, Payment Account, or right to use any Payment Method or Payment Service, is terminated or suspended;

 

c. Re-Leased, Stripe, or another Payment Service Provider determines that the Customer is not eligible to use the Re-Leased Pay Service, a Payment Method, a Payment Service, or the Payment Account; or

 

d. required by, or prudent in an effort to avoid any violation of, any Law or any Third Party Payment Terms.

 

3.10 Additional Use Restrictions. Customer shall not (and shall not allow, encourage or enable any other party to):

 

a. Store, send, upload, or otherwise disseminate any infringing, obscene, threatening, Fraudulent, or otherwise unlawful or tortious material or Malicious Code, including material that violates any privacy right;

 

b. otherwise violate any right of another, including by infringing or misappropriating any Intellectual Property Rights;

 

c. harass, threaten, demean, embarrass, interfere with, or otherwise harm any party using the Re-Leased Pay Service;

 

d. perform any Fraudulent activity, including impersonating any party, claiming any false affiliation, accessing or using the Re-Leased Pay Service (or any associated Payment Service) in a Fraudulent manner, or falsifying any age, date or other Data;

 

e. interfere with or circumvent any security-related aspects of the Re-Leased Pay Service (or any associated Payment Service), including by: (i) disabling or circumventing any measure that prevents, limits, or monitors access, use or copying; or (ii) attempting any other unauthorized access or use;

 

f. otherwise interfere with, disrupt, threaten, or adversely impact the integrity, security, availability, operation, performance, or any other user, of the Re-Leased Pay Service, any associated Payment Service, any related data, or any network, equipment, server or other IT hardware or software used in connection with any of the foregoing, in whole or in part;

 

g. access or use the Re-Leased Pay Service (or any associated Payment Service) for a Restricted Business, in a manner that results in violation of any Law, circumvents contractual or legal limits, or in a manner that unreasonably degrades any aspect thereof;

 

h. access or use the Re-Leased Pay Service (or any associated Payment Service) in whole or in part to build a competitive product or service or to benchmark with a product or service not developed or provided by Re-Leased;

 

i. make any unsolicited offer or advertisement to another using the Re-Leased Pay Service;

 

j. collect or Process Personal Data of any individual without consent or in a manner that violates any Law;

 

k. sell, resell, license, sublicense, distribute, frame, mirror, or otherwise transfer, make available, rent or lease any functionality of or obtained through the Re-Leased Pay Service or offer any such functionality in a service bureau or similar arrangement; 

 

l. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms used, in whole or in part, in connection with the Re-Leased Pay Service or any associated Payment Service (except to the extent such restriction is prohibited by law);

 

m. attempt to make any modification, adaptation, improvement, enhancement, translation or derivative work based upon the Re-Leased Pay Service;

 

n. copy the Re-Leased Pay Service or any part, feature, function or user interface thereof; or

 

o. remove any proprietary rights notices or labels from the Re-Leased Pay Service or Documentation.

 

3.11 Certain Re-Leased’s Remedies. Re-Leased is entitled to, immediately upon notice, suspend the Re-Leased Pay Service if Re-Leased reasonably believes that Customer, an Administrative User or another Customer Entity has failed to comply with the Re-Leased Pay Terms. Re-Leased shall not be liable for any breach, Claim, or Loss that results from any suspension of the Re-Leased Pay Service. Customer shall remain liable for all Fees due under this Agreement during the period of any suspension. The rights and remedies of Re-Leased set forth in this Section 3.11 are not exclusive, and this Section 3.11 shall not be construed to limit any other rights or remedies of Re-Leased.

 

3.12 Usage Verification. Re-Leased reserves the right to monitor all access to and use of the Re-Leased Pay Service, and all Transactions and Activities, including by obtaining information and other Data from Stripe and other Payment Service Providers, to validate and understand the usage of the Re-Leased Pay Service and associated Payment Services by or under authority of Customer and/or its Administrative Users.  In particular, Customer hereby authorizes Re-Leased to obtain from Stripe and all other Payment Service Providers used through the Re-Leased Pay Service all Data concerning all Transactions and Activities and Customer’s and the Administrative Users’ use of the Re-Leased Pay Service and associated Payment Services.

 

3.13 Changes to the Re-Leased Pay Service. Notwithstanding anything to the contrary, Re-Leased has the right to make changes to the performance, functions, and features of the Re-Leased Pay Service and the availability of Payment Services through the Re-Leased Pay Service, in its sole discretion, at any time, for example to make improvements to the Re-Leased Pay Service or to address a security threat.

 

3.14 Future Functionality. The Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Re-Leased regarding future functionality or features.

 

 

4. Payments

 

4.1 Fees

 

a. Except as otherwise specified in the Sales Order Form, Fees for use of the Re-Leased Pay Service are set forth in Exhibit 4.1(a) to this Exhibit C.  Customer shall pay all Fees to Re-Leased on the payment terms specified in Exhibit 4.1(a) to this Exhibit C.  Notwithstanding anything to the contrary and unless required by Law, Re-Leased will not provide refunds or credits of Fees in connection with the Re-Leased Pay Service. Unless otherwise agreed by the Parties, payment shall be remitted from Customer’s country of residence directly to Re-Leased and all Fees are quoted and payable in the currency of the invoice.  This Agreement shall apply to any use of the Re-Leased Pay Service, even if the Re-Leased Pay Service is being provided free of charge or on a trial basis.  All inquiries regarding Fees can be directed to Re-Leased’s Billing Department at billing@re-leased.com.

 

b. Re-Leased may adjust the Fees at any time by giving 30 days’ prior written notice to the Customer.

 

c. Banking Fees. Bank fees may be charged for currency conversion and international settlement, and Customer Fees may still be subject to additional fees even if Customer is being charged by Re-Leased in its local currency. If Customer’s account statement differs from your Re-Leased invoice, please contact your bank first. Re-Leased is not liable for any additional bank transaction fees that may be charged by your bank or intermediary institutions.

 

4.2 Manner of Payment.  Customer agrees that Fees will be collected from Customer on behalf of Re-Leased in accordance with this Section 4.2.

 

a. Re-Leased (and Stripe or any other Payment Service Provider on Re-Leased’s behalf) may:

 

i. deduct the Fees from any amounts debited in respect of the Transaction prior to payment of Transaction proceeds to the Customer;

 

ii. debit the Fees from the Payment Account; and/or

 

iii. debit the Fees from the Bank Account.

 

b. The Customer must also pay to Re-Leased, and Re-Leased (and Stripe or another Payment Service Provider on Re-Leased’s behalf) may debit the Payment Account and/or, in accordance with these Re-Leased Pay Terms, the Bank Account in respect of:

 

i. any amounts paid on behalf of the Customer in connection with Chargebacks; and

 

ii. any taxes, fees or other amounts imposed by a Government Agency in connection with a Transaction, Chargeback or the Customer’s use of the Re-Leased Pay Service.

 

c. If Customer desires to have any portion of the Fees due or payable by Customer under these Re-Leased Pay Terms paid by a Tenant, then Customer shall obtain agreement directly from the Tenant in advance that the Tenant shall pay the fees and that Re-Leased has the right to add the Fees to the amounts invoiced to the Tenant on behalf of Customer. A request by Customer that Re-Leased add Fees to the amount invoiced to a Tenant shall be deemed to be a representation, warranty and covenant by Customer that Customer has obtained, and shall obtain, such agreement from the Tenant. Customer shall defend and indemnify Re-Leased and all Payment Service Providers against any and all claims by Tenants that result from Fees being added to the invoice to the Tenant, such as if Customer did not obtain a sufficient agreement and consent from the Tenant in advance of the Fees being added to the Tenant’s invoice. Notwithstanding any invoice of Fees to a Tenant, Customer shall remain responsible for payment of, and shall pay, such Fees if not timely paid by the Tenant.

 

4.3 Monthly Statements.  Re-Leased provides Customer with monthly statements of the debits and credits made to the Payment Account and Bank Account in respect of Re-Leased Pay Service during the Term (each, a “Monthly Statement”).

 

4.4 Disputed Monthly Statements

 

a. If the Customer disputes any part of a Monthly Statement, the Customer must notify Re-Leased in writing within 10 Business Days of its receipt of the reasons for disputing it. Failing this, the Customer will be deemed to have accepted it as accurate.

 

b. The Parties will endeavour to resolve any dispute regarding the Monthly Statement between themselves within 10 Business Days of the notification being provided by the Customer in accordance with clause 4.4(a).

 

c. Re-Leased will credit the Payment Account and/or Bank Account (as applicable) for any part of a Monthly Statement that the Parties agree has been debited in error.  Re-Leased also is hereby authorized to debit from any Payment Account and Bank Account any amounts that have been credited in error.

 

4.5 Taxes.  Customer is responsible for any applicable taxes, including, without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Customer’s use of the Re-Leased Pay Service, on any Fees, or in connection with any Transaction or Activities, and assessable by any local, state, provincial, federal, foreign, or other jurisdiction (collectively, “Taxes”). All fees, rates, and estimates exclude Taxes. If Re-Leased believes any Tax applies to Customer’s use of the Re-Leased Pay Service or any Fees, and believes Re-Leased has a duty to collect and remit such Tax, the same may be set forth on an invoice to Customer or otherwise collected from Customer in the same manner as other Fees under this Agreement, unless Customer provides Re-Leased with a valid Tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by Customer immediately or as provided in such invoice. Customer shall indemnify, defend, and hold harmless the Re-Leased Entities against any and all actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay Taxes owed by Customer, except to the extent that any such claims, action, or proceeding is directly caused by a failure of Re-Leased to remit amounts collected for such purpose from Customer. Re-Leased is solely responsible for taxes based upon Re-Leased’s net income, assets, payroll, property, and employees.

 

4.6 Direct Debit Authorisation

 

a. The Customer hereby authorises:

 

i. Re-Leased, Stripe and other applicable Payment Service Provider to debit the Bank Account in accordance with Section 4.2, if the net activity or balance in the Payment Account is at any time negative or if Re-Leased requires the Customer to fund the Payment Account; and

 

ii. the financial institution supplying the Bank Account to accept such debits from Re-Leased.

 

iii. The Customer must ensure that the Bank Account:

 

1. is capable of accepting debits and credits by Re-Leased, Stripe, and other Payment Services Providers that Re-Leased may designate from time to time; and

 

2. has sufficient funds to allow for all debits attempted in accordance with this Section 4.6.

 

b. The Customer is responsible for and shall pay to Re-Leased all fees and charges incurred by Re-Leased as a result of debiting the Bank Account in accordance with this Section 4.6.

 

c. If any debit transaction processed by Re-Leased in accordance with this Section 4.6 is returned as a result of insufficient funds, the Customer shall, on demand, immediately fund the Bank Account so that Re-Leased can re-process the debit transaction successfully.

 

d. If the Customer believes that there has been an error relating to a debit transaction from the Bank Account, the Customer shall notify Re-Leased and the Customer’s bank without delay. Re-Leased will coordinate with the bank to adjust the Bank Account in the event of an error. If an error is not found, Re-Leased will notify the Customer of the determination and the rationale for the determination.

 

4.7 Failure to Pay.  If the Customer fails to make a payment due under the Re-Leased Pay Terms when called upon to do so or when Re-Leased attempts to debit the Payment Account or Bank Account, Re-Leased may do any one or more of the following, in its sole discretion:

 

i. terminate the Agreement, and/or Customers access to and use of the Re-Leased Pay Service, by notice to Customer;

 

ii. charge the Customer interest on the overdue amount from the due date for payment up to the date of actual payment or debit at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments;

 

iii. restrict or suspend the Re-Leased Pay Service and other parts of the Service until all amounts due have been paid or debited (including any interest);

 

iv. accelerate the payment of Fees such that all unpaid Fees shall be immediately payable; and

 

v. use or disclose (to Stripe, Government Agencies or Payment Service Providers) any Data relating to the Customer as may be necessary or advisable to assist in the process of debt recovery.

 

Restriction or suspension of Customer’s online access to the Re-Leased Pay Service during period of non-payment shall have no effect on the Customer’s obligation to pay all Fees due.

 

5. Warranties and Disclaimers

 

5.1 Re-Leased Warranties. Re-Leased represents, warrants, and covenants that:

 

a. It has the corporate authority to enter into this Agreement; and

 

b. in entering into this Agreement, it has not committed any Prohibited Act.

 

5.2 Customer Warranties. Customer represents and warrants, and covenants that:

 

a. it has the corporate authority to enter into this Agreement;

 

b. it is solvent at the time of entering into the Agreement, will remain so for the duration of the Term and will notify Re-Leased if it suffers an Insolvency Event

 

c. it has conducted its own due diligence into the Re-Leased Pay Service to ensure that the functionality provided by the Re-Leased Pay Service and the terms in the Re-Leased Pay Terms meet Customer's requirements;

 

d. it has reviewed and understands all Third Party Payment Terms applicable as part of these Re-Leased Pay Terms;

 

e. all Administrative Users are  duly authorised by Customer to provide information requested by Re-Leased in order to register for and use the Re-Leased Pay Service on behalf of the Customer; and the submission of the Sales Order Form bind the Customer to the terms and conditions in these Re-Leased Pay Terms;

 

f. it will comply with all applicable Laws in connection with its use of the Re-Leased Pay Service;

 

g. in entering into these Re-Leased Pay Terms, it has not committed any Prohibited Act; and

 

h. any and all Customer Data is accurate and complete in all respects and does not infringe the Intellectual Property Rights of any third party.

 

5.3 DISCLAIMER OF WARRANTY. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 5.3 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. RE-LEASED DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT RE-LEASED IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. THE RE-LEASED PAY SERVICE AND ALL DATA AND FUNCTIONALITY AVAILABLE THROUGH THE RE-LEASED PAY SERVICE, INCLUDING THE USE OF ALL PAYMENT METHODS AND PAYMENT SERVICES, ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, RE-LEASED HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE RE-LEASED PAY SERVICE, ANY PAYMENT METHOD OR PAYMENT SERVICEW, OR SUCH DATA OR FUNCTIONALITY, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RE-LEASED DOES NOT WARRANT THAT THE RE-LEASED PAY SERVICE OR ANY PORTION OF THE RE-LEASED PAY SERVICE, OR ANY DATA OR FUNCTIONALITY AVAILABLE THROUGH THE RE-LEASED PAY SERVICE, INCLUDING ANY PAYMENT METHOD OR PAYMENT SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND RE-LEASED DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT RE-LEASED DOES NOT PROVIDE LEGAL SERVICES, AND IT IS CUSTOMER'S SOLE OBLIGATION TO UNDERSTAND AND COMPLY WITH ALL LAWS, RULES AND REGULATIONS, INCLUDING ALL THIRD PARTY PAYMENT TERMS, APPLICABLE TO USE OF THE RE-LEASED PAY SERVICE OR ANY PAYMENT METHOD OR PAYMENT SERVICE.

 

5.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE RE-LEASED PAY SERVICE OR ANY RE-LEASED ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE RE-LEASED PAY SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE RE-LEASED ENTITIES OR THE RE-LEASED PAY SERVICE, OR ANY PAYMENT METHOD OR PAYMENT SERVICE, THAT IS NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. RE-LEASED SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM THE RE-LEASED PAY SERVICE AND CUSTOMER’S DEALING WITH ANY PAYMENT SERVICE PROVIDER. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF THE RE-LEASED PAY SERVICE, AND PAYMENT METHODS AND PAYMENT SERVICES THROUGH THE RE-LEASED PAY SERVICE, IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT RE-LEASED IS NOT RESPONSIBLE FOR ANY DAMAGE OR LOSS TO CUSTOMER OR PROPERTY (INCLUDING ANY CUSTOMER COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE RE-LEASED PAY SERVICE) OR ANY LOSS OF DATA (INCLUDING CUSTOMER DATA).

 

6. Fraud

 

 

6.1 Customer shall ensure that Customer, the Administrative Users, and all individuals having access to Payment Service Credentials, shall not use the Re-Leased Pay Service, the Payment Account, any Payment Service Credentials, or any Payment Service, in each case to initiate, accept, facilitate or support any Fraudulent Transactions or Activity, including any Transaction or Activity in violation of any Third Party Payment Terms or for accepting payments for goods, real estate or services not delivered or deliverable.

 

6.2 The Customer is solely responsible for all Claims and Losses arising from or in connection with Transactions or Activity of the type described in Section 6.1 (including incurred in connection with lost or stolen credentials or log-ins) or activity through or connected to its Payment Account, including any costs incurred by Re-Leased in its investigation, analysis and resolution of the Transaction or Activity.

 

6.3 Re-Leased and the Payment Service Providers may provide or suggest procedures, processes, settings and controls to reduce the risk of Fraud (Fraud Controls). The Customer shall review and implement the Fraud Controls as directed by Re-Leased and the Payment Service Providers.

 

6.4 The Customer shall notify Re-Leased of any suspected Transactions or Activity of the type described in Section 6.1 and shall provide all reasonable assistance and information requested by Re-Leased, Stripe or any Payment Service Provider in the investigation of the Transaction or Activity.

 

6.5 Re-Leased, Stripe, and other Payment Service Providers have the right to refuse, condition, delay, suspend or reverse any Transactions that are suspected or proven to be Fraudulent (including those related to money laundering, tax evasion, financing of terrorism or the proceeds of crime).

 

6.6 Re-Leased, Stripe, and other Payment Service Providers have the right to share information related to Fraudulent Transactions or Activity with any Payment Services Providers and Government Agencies, including information about the Customer, the Administrative Users, account credentials, and any other relevant Data and information.

 

6.7 If the Re-Leased Pay Service or Payment Account are used for any Fraudulent purpose, or Re-Leased’s fraud and credit risk monitoring programs consider the Customer, an Administrative User or the Payment Account to pose an unacceptable risk or threat to Re-Leased, Stripe or any Third Party, then Re-Leased may immediately suspend and/or terminate the Re-Leased Pay Service and access to the Payment Account.

 

6.8 The Customer agrees to Indemnify Re-Leased, its Affiliates and each of their directors, officers, employees and representatives from and against any and all Claims and Losses of whatever nature and however arising as a result of or in connection with this Section 6.

7 Maintenance and Suspension

 

 

7.1 Maintenance and Support.

 

a. All requests to Re-Leased for assistance and support related to the Re-Leased Pay Service will come to Re-Leased through an Administrative User.  Basic support is available to the Administrative User during Re-Leased’s standard business hours in accordance with Re-Leased’s then current standard support policy for the Re-Leased Pay Service (as updated by Re-Leased from time to time).

 

b. The Customer is solely responsible for the provision of support services and training to all Tenants, other Customer Entities, and other customers of the Customer, including with respect to all Transactions, Activities, Chargebacks, Disputes, receipts, and other issues related to goods, real estate or services.  The Customer shall ensure that all Third Parties are aware that they shall not seek support directly from Re-Leased and that all requests and inquiries must be made through an Administrative User.

 

c. Re-Leased has the right to perform scheduled and unscheduled maintenance (including updates) on the Re-Leased Pay Services from time to time without liability or requirement for reimbursement, credit or refund to Customer.

 

d. Re-Leased’s standard practice is to provide Customer with notice prior to undertaking any scheduled maintenance, but Customer acknowledges and agrees that Re-Leased may be unable to do so in all circumstances, such as due to factors not controlled or anticipated by Re-Leased or in exigent circumstances. Accordingly, the Customer accepts that such prior notice will not always be possible.

 

e. While Re-Leased may coordinate any issues reported by the Customer regarding any Payment Service or Payment Service Provider, Re-Leased is not required to do so and is not responsible for providing support or resolving issues regarding any Payment Service or any Payment Service Provider, including with respect to any issues, deficiencies or failures of Payment Service Providers.

 

7.2 Suspension.  Re-Leased may without liability and with immediate effect suspend the Re-Leased Pay Service, or access to or use of any Payment Service, for as long as Re-Leased, in its reasonable business judgment, considers necessary to comply with any Law, protect any person or equipment, enable authorised persons to attend to any emergency or to prevent interference with the Re-Leased Pay Service, or to avoid the risk of undue reputational harm, legal liability, violation of Law, or the like.

 

8. Fault Reporting and restoration

 

8.1 The Customer shall report all Faults to Re-Leased without delay upon becoming aware of them.

 

8.2 Before reporting a Fault, however, the Customer shall attempt to determine if the Fault has a cause other than by the Re-Leased Pay Portal.  The Customer and Payment Service Providers are solely responsible for Faults that have a cause other than the Re-Leased Pay Portal.

 

8.3 Customer’s sole remedy, and the sole responsibility and liability of Re-Leased, for all Fault’s is that Customer has the right to discontinue its use of the Re-Leased Pay Service.

 

9. Privacy; Personal Data

 

9.1 Processing for Re-Leased Pay Service.  With respect to any Personal Data obtained by Re-Leased or its Affiliate in connection with the Re-Leased Pay Service and without limiting the additional rights of Re-Leased and its Affiliates under Section 9.2, Customer hereby authorizes, and shall authorize, Re-Leased, on behalf of all data subjects, to Process (and have Third Parties Process) such Personal Data for the purposes of providing and enabling use of the Re-Leased Pay Service in accordance with the Re-Leased Pay Terms, including the Third Party Payment Terms.  Customer shall be solely responsible for obtaining any and all consents from data subjects for which Personal Data will be submitted to Re-Leased, its Affiliate, or any Payment Service Provider in connection with the Re-Leased Pay Service sufficient to authorize Processing by Re-Leased, its Affiliates, and Payment Service Providers to provide and operate the Re-Leased Pay Service, including to retain records of all Transactions and Activities completed using the Re-Leased Pay Service and for all other purposes contemplated by the Re-Leased Privacy Policy or Stripe Privacy Policy.

 

9.2 Other Processing under Released Privacy Policy.  Customer acknowledges and agrees, and will cause all Administrative Users and data subjects to provide written or electronic acknowledgement and consent directly to Released, that in addition to the rights of Re-Leased set forth in Section 9.1, Re-Leased has the right to Process, and to authorize the Processing of, all Personal Data in accordance with the Privacy Policy. 

 

10. Confidentiality

 

The confidentiality provisions in Section 6 in the Terms and Conditions of the Agreement shall apply in connection with the Re-Leased Pay Service in the same manner as they apply in connection with the other portions of the Service.  For clarity, all Fees for the Re-Leased Pay Service shall be considered the Confidential Information of Re-Leased, whether or not marked as such, except to the extent published publicly by Re-Leased.

 

 

11. Other Proprietary Rights Terms

 

 

11.1 Reservation of Rights. Customer acknowledges and agrees that these Re-Leased Pay Terms do not transfer title to Customer in or to any Intellectual Property Rights and that Re-Leased and its licensors own all right, title and interest in and to the Re-Leased Pay Service and Documentation (and any Intellectual Property Rights therein). Subject to the limited rights expressly granted to Customer in Section 3.2(a) of this Exhibit C above, Re-Leased and its service providers and vendors reserve all rights, title and interest in and to all Intellectual Property Rights. 

 

11.2 Feedback. If Customer chooses to provide input, feedback, suggestions, and other information regarding the Re-Leased Pay Service, such as regarding problems with or proposed modifications or improvements to, the Released Pay Service (all of the foregoing, “Feedback”), then you hereby grant Re-Leased an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use and exploit the Feedback, derivatives thereof, and all Intellectual Property with respect thereto, in any manner and for any purpose, including to improve the Re-Leased Pay Service and to create other products and services.

 

 

12. Limitation of Liability

 

 

12.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF THE RE-LEASED ENTITIES BE LIABLE TO CUSTOMER, ITS TENANTS OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO ANY ACCESS TO OR USE OF, OR ANY INABILITY TO ACCESS OR USE, OR FAILURE, DELAY, OR TERMINATION IN OPERATION OR PERFORMANCE OF, ANY PAYMENT METHOD, PAYMENT PROCESSING SERVICE, OTHER PAYMENT SERVICE, ANY THIRD PARTY SYSTEM, OR THE RE-LEASED PAY SERVICE, OR ANY LOSS OR DAMAGE OF DATA (INCLUDING CUSTOMER DATA) AND INFORMATION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY RE-LEASED ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

 

12.2 TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT TO THE EXTENT RE-LEASED MATERIALLY BREACHES ITS OBLIGATION IN THIS EXHIBIT C OR ITS PRIVACY POLICY (AND NOT IN ANY OTHER PORTION OF THE RE-LEASED PAY TERMS), THE RE-LEASED ENTITIES SHALL NOT HAVE ANY LIABILTY OR RESPONSIBILTY, WHETHER TO CUSTOMER, ITS TENANTS, ANY OTHER CUSTOMER ENTITIES, OR OTHERWISE, FOR ANY CLAIMS, LIABILITIES OR LOSSES ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE, OR ANY FAILURE, DELAY, OR TERMINATION IN OPERATION OR PERFORMANCE OF, ANY PORTION OF ANY PAYMENT METHOD, PAYMENT PROCESSING SERVICES, OTHER PAYMENT SERVICE, OR THIRD PARTY SYSTEM.  RATHER, ALL SUCH CLAIMS SHALL BE MADE BY CUSTOMER DIRECTLY AGAINST THE APPLICABLE THIRD PARTY PAYMENT SERVICE PROVIDER UNDER THE THIRD PARTY PAYMENT TERMS THAT CUSTOMER ENTERS INTO DIRECTLY WITH THE THIRD PARTY PAYMENT SERVICE PROVIDER.  CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR EVALUATING, DETERMINING AND ESTABLISHING ALL THIRD PARTY PAYMENT TERMS IN A MANNER THAT CUSTOMER HAS CONFIRMED ARE SUFFICIENT AND APPROPRIATE TO PROTECT THE INTERESTS OF CUSTOMER, TENANTS AND ALL OTHER CUSTOMER ENTITIES WITH REGARD TO ALL PAYMENT METHODS, PAYMENT PROCESSING SERVICES, OTHER PAYMENT SERVICES, AND THIRD PARTY SYSTEMS.

 

12.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, RE-LEASED SHALL NOT BE REQUIRED TO PROVIDE ANY CREDITS, REFUNDS, OR OTHER REMEDY AS A RESULT OF ANY UNAVAILABILITY OR DOWNTIME, OR AS A RESULT OF ANY UNREPONSIVENESS OR SLOW OR SIMILARLY DEGRADED PERFORMANCE, OF THE RE-LEASED PAY SERVICE; AS A RESULT OF ANY UNAVAILABILITY OR DISCONTINUATION OF ANY PAYMENT SERVICE; OR AS A RESULT OF ANY ISSUES OR DISPUTES WITH ANY PAYMENT SERVICE PROVIDER; AND CUSTOMER’S SOLE REMEDY AGAINST THE RE-LEASED ENTITIES FOR ANY AND ALL SUCH ISSUES SHALL BE THAT CUSTOMER HAS THE RIGHT TO DISCONTINUE ITS ACCESS TO AND USE OF THE RE-LEASED PAY SERVICE.

 

12.4 SUBJECT TO THE LIMITATIONS IN SECTION 12.2 AND 12.3, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE RE-LEASED ENTITIES ARISING OUT OF OR RELATING TO THE RE-LEASED PAY SERVICE AND THE RE-LEASED PAY TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AVERAGE ANNUAL NET PROFITS OF RE-LEASED BASED UPON THE AMOUNTS PAID TO RE-LEASED (EXCLUDING ANY AND ALL AMOUNTS PAID TO STRIPE AND OTHER THIRD PARTIES) UNDER THE RE-LEASED PAY TERMS FOR ACCESS TO AND USE OF THE RE-LEASED PAY SERVICE; OR (B) ONE THOUSAND UNITED STATES DOLLARS (US$1,000).

 

12.5 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

12.6 Nothing in this Agreement will exclude, limit or restrict either party’s liability for (a) death or personal injury resulting from the negligence of that party or its officers, agents, employees or sub-contractors; (b) fraud or fraudulent misrepresentation, or (c) any other matter in respect of which liability cannot by applicable law be limited.

 

13. Indemnification

 

13.1 Indemnification by Re-Leased. Subject to the terms and conditions of this Agreement, including Section 12, Re-Leased shall defend, indemnify and hold the Customer harmless against any Losses to the extent based upon any Claim to the extent made or brought against the Customer by a Third Party alleging (i) that the Re-Leased Pay Portal, in the form operated by Re-Leased in order to perform its obligations under this Agreement, infringes any trade secrets or copyrights of such Third Party or (ii) fraud by Re-Leased or an employee of Re-Leased in the course of Re-Leased or the employee using Customer’s Payment Account under this Agreement. Re-Leased will have the exclusive right to defend and settle any such Claim, at its own expense, and Customer shall not settle or compromise any such Claim except with prior written consent of Re-Leased, such consent not to be unreasonably withheld, delayed, or conditioned. Additionally, all obligations of Re-Leased to defend, indemnify and hold harmless are conditioned on Customer:

 

a. giving prompt written notice to Re-Leased of the Claim;

 

b. giving Re-Leased the exclusive control over the defense and settlement of the Claim;

 

c. giving Re-Leased such other assistance, authority and information as Re-Leased may reasonably require to settle or oppose such Claim; and

 

d. not taking any action (or failing to take action) in a manner that materially prejudices Re-Leased’s ability to defend or settle the Claim,  such as admitting any liability, facts, or circumstances, delay in providing notice or control, or agreeing to any settlement or compromise of a Claim without the prior written consent of Re-Leased.

 

13.2 Exceptions. Notwithstanding anything to the contrary, Re-Leased shall not be responsible for any settlement, or other costs or expenses, Re-Leased does not approve in advance in writing. The foregoing indemnity, defense, and hold harmless obligations also shall not apply with respect to:

 

a. any Third Party Systems or other portions or components of the Re-Leased Pay Service beyond the Re-Leased Pay Portal;

 

b. portions or components of the Re-Leased Pay Service that are modified by the Customer or an Authorized User, are provided by a party other than Re-Leased (such as any and all Payment Services), or any prohibited activity as set forth in this Agreement;

 

c. portions or components of the Re-Leased Pay Service or Re-Leased Pay Portal made in whole or in part in accordance with Customer specifications;

 

d. use of the Re-Leased Pay Portal in combination with any other product or service not developed or provided by Re-Leased (e.g., use of the Re-Leased Pay Portal in combination with any Third Party Systems) or where the Re-Leased Pay Portal is otherwise combined with other products, processes, data or materials beyond the Re-Leased Pay Portal and where the alleged infringement is not caused solely by the Re-Leased Pay Portal;

 

e. where Customer continues allegedly infringing activity after being notified thereof; or

 

f. where Customer’s use of the Re-Leased Pay Service is inconsistent with the Documentation or is not strictly in accordance with the Re-Leased Pay Terms.

 

13.3 Infringement Issues. If the Re-Leased Pay Service is held by a court or other body of competent jurisdiction to be, or is believed by Re-Leased to present an undue risk of, infringing any Intellectual Property Rights of a Third Party, then Re-Leased has the right, at its sole option and without any liability, to:

 

a. replace or modify the Re-Leased Pay Service, or portion thereof, to be non-infringing;

 

b. obtain for Customer a license to continue using the Re-Leased Pay Service or portion thereof; or

 

c. terminate or suspend this Agreement, the Re-Leased Pay Service, and all access to and use of the Re-Leased Pay Service.

 

13.4 Exclusive Remedy. THIS SECTION 13 STATES THE ENTIRE LIABILITY AND RESPONSIBILTIY OF RE-LEASED, AND THE EXCLUSIVE REMEDY OF CUSTOMER AND ITS CUSTOMERS, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

 

13.5 Indemnification by Customer. To the fullest extent permitted by law, except to extent that Re-Leased is obligated under the provisions of this Section 13 above to defend, indemnify, and hold harmless Customer, Customer shall defend, indemnify, and hold harmless the Released Entities from and against all Losses to the extent based upon any Claim brought by a Third Party arising out of or related to any Payment Method, Payment Processing Service, other Payment Service, the Re-Leased Pay Service, any Customer Credential, any Third Party System, or any access to or use of any of the foregoing by any Customer Entity, or any Third Party Payment Terms, including without limitation all Claims and Losses:

 

a. by Tenants, other customers, or Authorized Users, relating in any manner to the Re-Leased Pay Service, any Payment Service, any Third Party Payment Terms, or any products, services, representations, warranties or commitments by or on behalf of any Customer Entity, including any Claims alleging that a Tenant or other party did not receive any subject matter in the manner represented, promised or committed;

 

b. otherwise relating to any products, services, real estate or other subject matter for which payments or Transactions are being or have been made or for which the Re-Leased Pay Service or any Payment Service is used by or under authority of any Customer Entity; including all Claims and Losses regarding any defects, deficiencies, representations, warranties, inaccuracies, issues or disputes (including Disputes) associated with any of the foregoing; or requests for or failure to pay any refunds, credits, returns, chargebacks, reversals, fines, or other Losses (including any Charges, Refunds, Returns, Reversals, Fines, and Chargebacks); or

 

c. any Fraudulent Transaction or Activity, whether by Customer, a Tenant, any Authorized User, or any other party (other than Re-Leased and employees of Re-Leased);

 

d. failure to comply with any Third Party Payment Terms, other Re-Leased Pay Terms, or any applicable Law, by any Customer Entity;

 

e. otherwise arising out of or related to any Transaction, Activity, or the Payment Account, including all Claims and Losses (i) relating to any other payment or fund transfer, or failure to make any payment or fund transfer; (ii) relating to other disputes regarding Transactions or Activities, Fees, or credits or debits of any account; (iii) by Stripe or any other Payment Service Provider in connection with any Third Party Payment Terms, Payment Method, Payment Processing Service, other Payment Service, or the Re-Leased Pay Service, including any and all Claims by Stripe or another Payment Service Provider against Re-Leased as a result of any access to or use of the Re-Leased Pay Service;

 

f. any violation of any Third Party right, including any Intellectual Property Right or publicity, confidentiality, other property, or privacy right by any Customer Entity; or

 

g. negligent or willful misconduct of the Customer, an Authorized User, or any other Customer Entity;

 

h. the Data and any other materials that any Customer Entity provides to Re-Leased, Stripe, or another Payment Service Provider or uploads using the Re-Leased Pay Service or Re-Leased Pay Portal; or

 

i. otherwise involving any Customer Entity and the Re-Leased Pay Service.

 

Re-Leased reserves the right, at our own expense, to assume the exclusive defense and control of any Claims or Losses that are subject to your obligation to defend, indemnify, or hold harmless any Re-Leased Entity (without limiting your obligations under this Section 13.5), and in that case, you agree to cooperate with our defense and settlement of those Claims.

 

 

14. Term and Termination

 

14.1 Term. The Re-Leased Pay Terms commence upon the Commencement Date and shall continue in full force and effect unless and until you permanently discontinue all access to and use of the Re-Leased Pay Service and all associated Payment Services (the “Term”).

 

14.2 Termination by either Party.  Each Party may terminate all access to and use of the Re-Leased Pay Service, and associated Payment Services, by and under authority of Customer:

 

a. if the other Party has committed a material breach of the Agreement and either:

i. the breach is not remedied within 14 days of the date written notice of the breach is served on the breaching Party; or

ii. the breach is not capable of remedy, (for the purposes of this Section 14.2, a failure to pay any amount on the due date is a material breach);

 

b. if the other Party suffers an Insolvency Event; or

 

c. at any time by giving the other party 30 days’ prior written notice and, in the case of the Customer providing such notice of termination, the Customer ceases all access to and use of the Re-Leased Pay Service from the date of the written notice, provided that if the Customer recommences the use of the Re-Leased Pay Service at any point thereafter, such a written notice from Customer will be of no effect and the Customer will continue to be bound by all of the Re-Leased Pay Terms.

 

14.3 Termination by Re-Leased

 

a. Re-Leased may terminate Customer’s access to and use of the Re-Leased Pay Service, and all associated Payment Services, immediately if:

 

i. the Stripe Services Agreement, Stripe Connected Account Agreement, or access to the Stripe Services is terminated; Re-Leased desires to switch to an alternative Payment Service Provider, or terminate its agreement or relationship with Stripe or any Payment Service Provider, in whole or in part;

 

ii. access to the Payment Account is terminated or if the Customer attempts to revoke any authorization provided to Re-Leased under this Agreement; or

 

iii. any Claim or Loss that may adversely affect Re-Leased or its Affiliate has arisen in connection with the Re-Leased Pay Service, any Payment Method, any other Payment Service, any Payment Service Provider, or any Third Party Payment Terms, and the Claim or Loss has not been resolved to the satisfaction of Re-Leased.

 

14.4 Effect of Termination. Termination for any reason shall not relieve Customer of the obligation to pay any Fees accrued or due and payable to Re-Leased prior to the effective date of termination, and termination shall not relieve Customer of the obligation to pay any future amounts due.  In the event of any termination or expiration of Customer’s access to or use of the Re-Leased Pay Service, access to the Payment Account will simultaneously be terminated; except that Re-Leased, Stripe and the Payment Service Providers have the right, but not the obligation, to complete Transactions that have been initiated prior to the date of termination or expiration, and Customer shall remain obligated to pay all Fees for all Transactions. Upon any expiration or termination of  Customer’s access to or use of the Re-Leased Pay Service, the Customer shall, as of the date of such termination or expiration:

 

a. immediately cease accessing and otherwise utilizing the Re-Leased Pay Service and thereafter not make any access to or use of the Re-Leased Pay Service, except as permitted under Section 14.5;

 

b. delete all Software installed on any device for use of the Re-Leased Pay Service; and

 

c. return and make no further use of any Documentation, Confidential Information, and other items (including all copies) belonging to Re-Leased.

 

14.5 Effects of termination

 

In the event of any termination or expiration of Customer’s access to or use of the Re-Leased Pay Service:

 

a. all unpaid sums (including Fees) owing by the Customer to Re-Leased will become immediately due and payable;

 

b. in addition to any other rights it may have, Re-Leased (and its designees – e.g., Stripe) may invoice or debit the Customer in respect of any Re-Leased Pay Services, including for any Transactions processed or any Chargebacks incurred prior to or after the date of termination or expired which have not been invoiced or debited;

 

c. the Customer and all Authorized Users shall cancel any pending Transactions, unless otherwise indicated by Re-Leased;

 

d. the Customer and all Authorized Users shall cease using the Re-Leased Pay Service, including to accept or initiate any new Transactions;

 

e. the Customer shall cease using any trade marks, content or logos associated with the Re-Leased Pay Services or Re-Leased;

 

f. Re-Leased has the right to delete all Data related to the Re-Leased Pay Services, provided that Re-Leased also has the right to retain a copy of all Data for its records; and

 

g. the Customer shall immediately return to Re-Leased all Confidential Information of Re-Leased, all access codes and keys of any type and any other materials in the Customer’s possession relating to the Re-Leased Pay Service.

 

h. Re-Leased will not be responsible for any Claims or Losses arising out of or resulting from the deletion of Data.

 

i. The Customer will remain liable for all Fees, Chargebacks and other financial obligations due connection with the Services before or after termination of the Agreement.

 

14.6 Survival. Customer’s right to use the Re-Leased Pay Service, and all Payment Service Credentials, shall terminate upon any termination or expiration of the Re-Leased Pay Terms.  All terms and conditions of the Re-Leased Pay Terms shall remain enforceable by and on behalf of Re-Leased, including against Customer, after any termination or expiration of the Re-Leased Pay Terms.  Survival of the terms and conditions of any Third Party Payment Terms shall be as set forth in the Third Party Payment Terms.

 

15. Dispute Resolution, Governing Law and Jaw Jurisdiction

 

15.1 Negotiation.  If there is a dispute between the Parties arising out of or otherwise relating to the Re-Leased Pay Service, Third Party Payment Terms, or the other Re-Leased Pay Terms, the Parties agree to promptly meet in good faith to try to resolve such dispute.  If such dispute is not resolved by the Parties within 30 days following the date on which either Party provided written notice of such dispute to the other Party, the dispute shall be escalated to the senior management of each Party for resolution.

 

15.2 Governing Law and Jurisdiction. Where disputes between the Parties have not been resolved through good faith negotiation as set forth in Section 15.1, the Parties agree to the governing law and jurisdiction based on the location of the Customer as follows:

 

i. United States. If you live in (or, if you are a business, your principal place of business is in) the United States, the laws of the state of New York govern all claims, regardless of conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York, New York, USA for all disputes arising out of or relating to this Agreement.

 

ii. Canada. If you live in (or, if you are a business, your principal place of business is in) Canada, the laws of British Columbia, Canada govern all claims. The Parties irrevocably consent to the exclusive jurisdiction and venue of the courts in Vancouver, British Columbia, Canada for all disputes arising out of or relating to this Agreement.

 

iii. United Kingdom and Europe. If you live in (or, if you are a business, your principal place of business is in) the United Kingdom or Europe, the laws of the England and Wales govern all claims. The Parties irrevocably consent to the exclusive jurisdiction and venue of the courts in London, England, for all disputes arising out of or relating to this Agreement.

 

iv. Australia. If you live in (or, if you are a business, your principal place of business is in) Australia, the laws of Australia govern all claims. The Parties irrevocably consent to the exclusive jurisdiction and venue of the courts in Melbourne, Victoria, Australia, for all disputes arising out of or relating to this Agreement.

 

v. New Zealand. If you live in (or, if you are a business, your principal place of business is in) New Zealand, the laws of New Zealand govern all claims. The Parties irrevocably consent to the exclusive jurisdiction and venue of the courts in Auckland, New Zealand, for all disputes arising out of or relating to this Agreement.

 

vi. All Other Countries. If you live in (or, if you are a business, your principal place of business is in) a country other than the United States, Canada, the United Kingdom, Australia, New Zealand or any country in Europe, the laws of the state of New York, USA govern all claims, regardless of conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York, New York, USA for all disputes arising out of or relating to this Agreement.

 

Miscellaneous.  Except for Section 12.5 of the Terms and Conditions, Section 12 of the Terms and Conditions shall apply to the terms and conditions in these Re-Leased Pay Terms in the same manner as the apply to the other terms and conditions of the Agreement.

 

Appendix 1 - Stripe Services Agreement

 

Stripe Services Agreement can be located:

for any Customer principally located in Europe, Middle East or Africa

https://stripe.com/gb/ssa

for any Customer located principally in the United States

https://stripe.com/us/ssa

for any other Customer

https://stripe.com/au/ssa

 

Appendix 2 - Stripe Connected Account Agreement

 

Stripe Connected Account Agreement can be located:

for any Customer principally located in Europe, Middle East or Africa

https://stripe.com/gb/connect-account/legal

for any Customer located principally in the United States

https://stripe.com/us/connect-account/legal

for any other Customer

https://stripe.com/au/connect-account/legal

 

 

Appendix 3 - Re-Leased Contracting Entity for Re-Leased Pay Service

 

 

Region

Re-Leased entity

Re-Leased Address

Registration number

Law

Location

New Zealand

Re-Leased Software Company Limited

Level 2

111 Wellesley Street West

Auckland Central

Auckland, 1010

New Zealand 

3767620

New Zealand

Auckland, New Zealand

United Kingdom

Re-Leased Software Company UK Limited

Level 6 

Thavies Inn House 

3-4 Holborn Circus

Mid-Town

London, EC1N 2HA

09921344

England

London, United Kingdom

USA

Re-Leased Software Company Inc

c/o Brock and Company, CPAs, P.C

4949 Pearl East Circle, Suite 200

Boulder CO 80301

83-4246750

New York, USA

New York, USA

Canada

Re-Leased Software Canada Limited

c/o Farris LLP

1800-1631 Dickson Avenue (Landmark 6), Kelowna, BC V1Y 0B5, Kelowna, BC V1Y 0B5

BC1229183

Ontario, Canada

Ontario, Canada

Australia

Re-Leased Software Company Limited (Branch)

Suite 309 & 310

838 Collins Street

Docklands 3008

N/A

Victoria, Australia

Melbourne, Australia