Terms and Conditions
Re-Leased Pay
Re-Leased Pay Terms
Last updated: 1 April 2026
These Re-Leased Pay Terms of Service (these “Pay Terms”) are a legally binding contract between the customer (“Customer” or “you”) listed in the applicable Sales Order and the Re-Leased entity specified in Section 18.5 (“Re-Leased”, “we” or “us”). These Pay Terms set out the terms and conditions that allow you to collect payments from tenants using a range of third-party payment methods, which may include American Express, Visa, Mastercard, Maestro, ApplePay, and G-Pay, as well as collecting payments through ACH and direct debit which is facilitated on our platform via Stripe or other third party providers (“Re-Leased Pay Service”). You acknowledge and agree that Re-Leased is not a bank, money services business, or a payment processor and will not hold funds from Customer’s Transaction at any time. If you are not eligible or do not agree to these Pay Terms, then you do not have Re-Leased permission to use the Re-Leased Pay Service. Your use of, and Re-Leased’s provision of the Re-Leased Pay Service to you, constitutes an agreement by Re-Leased and by you to be bound by these Pay Terms. Terms used but not defined herein will have the definition ascribed to them in the MSA.
For previous versions of this agreement and associated exhibits please jump over to our Trust Centre at: Re-Leased's Trust Centre.
1. Interpretation
1.1 Customer Interpretation. If the Re-Leased Pay Service is being used on behalf of a company or other entity by an individual authorized to accept these Pay Terms on its behalf, then all references to “Customer,” refer to the company or other entity. If Customer is a company or other entity, the individual accepting these Pay Terms on Customer’s behalf represents and warrants that they have authority to bind Customer to these Pay Terms.
1.2 Additional Compliance. By using the Re-Leased Pay Service, Customer acknowledges and agrees to 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 G-Pay), and NACHA.
2. Definitions
Any terms that are defined in these Pay Terms will have the following definitions:
2.1 “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, adjustments, the handling of disputes, and Chargebacks, as well as other activities described in the Third-Party Terms, or other documentation, for the applicable Payment Service.
2.2 “Administrative User” means any authorized user of the Re-Leased Pay 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.
2.3 “Bank Account” means an account held by the Customer with a bank or authorised deposit-taking institution.
2.4 “Chargeback” means 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.
2.5 “Data” means any and all data, content and information submitted by or on behalf of Customer (or any Administrative Users) through the Re-Leased Pay Service, including Personal Data (as defined in the DPA).
2.6 “Documentation” means the “Re-Leased Pay Services” section of Re-Leased’s electronic user guide for Re-Leased Pay Services, available at https://help.re-leased.com, as updated by Re-Leased from time to time.
2.7 “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, on its website, or on the platform.
2.8 “Payment Account” means a Customer account provided by a third party that enables Customer to use the Re-Leased Pay Service.
2.9 “Payment 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.
2.10 “Payment Processing Services” has the meaning given to such term in the Stripe Services Agreement.
2.11 “Payment Service” means any and all Payment Processing Services, 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 Agreements, or any documentation issued by any applicable Payment Service Provider.
2.12 “Payment Service Credential” means the Customer account user ID, password, or other access credential of any Administrative User.
2.13 “Payment 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.
2.14 “Security 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 applicable law to provide notice to Customer or an Administrative User.
2.15 “Transaction” means any purchase, sale, order, donation, payment or other transaction involving a money transfer made by or on behalf of the Customer or an end user of Customer (“Tenant”) through the Re-Leased Pay Service. For clarity, “Transaction” includes all activities defined as a “Transaction” in the Stripe Agreements.
3. Additional Terms; Third-Party Systems
3.1 Acknowledgement. Your use of the Re-Leased Pay Service is subject to all additional terms, policies, rules or guidelines applicable to the Re-Leased Pay Service, including but not limited to those for Third-Party Systems and those listed in this Section 3. If you do not agree to any of these additional terms, then you must cease using the Re-Leased Pay Service, and Re-Leased is under no obligation to continue to provide you the Re-Leased Pay Service.
3.2 MSA Terms. In order to access our platform to use the Re-Leased Pay Service, you must also agree to our Master Services Agreement (“MSA”), which can be found in our trust center, available at https://trust.re-leased.com and may be updated from time to time. These Pay Terms are incorporated by reference into, and made a part of, the MSA.
3.3 Stripe Terms. Stripe Inc. (“Stripe”) provides the Payment Processing portion of the Re-Leased Pay Service. In order to use the Re-Leased Pay Service, you must also agree to Stripe’s (a) services agreement, available at https://stripe.com/legal/ssa (“Stripe Services Agreement”), and (b) connected account agreement (“Stripe Connected Account Agreement” and together with the Stripe Services Agreement, the “Stripe Agreements”), available at https://stripe.com/legal/connect-account, each of which may be updated by Stripe from time to time. By accepting these Pay Terms, you are also accepting and agreeing to be bound by the applicable Stripe Agreements, which, in each case, is a legal agreement between you and Stripe. Re-Leased is not a party to any of the Stripe Agreements and is not liable to you in respect thereof. In the event of any inconsistency between these Pay Terms and any of the applicable Stripe Agreement terms, these Pay Terms will prevail, except in the event of any inconsistency between these Pay Terms and the relevant Stripe Agreement terms concerning Payment Processing, in which case the applicable Stripe Agreement terms will prevail.
3.4 Stripe Acknowledgement. By using the Re-Leased Pay Service, Customer acknowledges and agrees that: (a) Stripe is the merchant of record for all Payment Processing Services; (b) Re-Leased acts solely as a platform provider and technology intermediary; (c) Customer’s use of the Re-Leased Pay Service is subject to the applicable Stripe Connected Account Agreement; (d) Re-Leased makes no representations or warranties regarding any payment processing services provided by Stripe; and (e) Customer’s payment processing relationship is directly with Stripe, subject to the terms and conditions of the Stripe Agreements.
3.5 Third-Party Systems. Customer’s use and operation of any Payment Services relies upon equipment, devices, media, networks, and other information technology hardware and software provided or controlled by a third party, including Stripe (collectively, “Third-Party Systems”). These Third-Party Systems are not part of the Re-Leased Pay Portal and not controlled by Re-Leased. Customer acknowledges and agrees that Customer’s sole recourse for any and all issues, liability, or damages associated with any Third-Party System, any Payment Method, or Payment Service, including late payments, Chargebacks, fraud, Security Incidents, improper or unauthorized use of Data, or otherwise associated with any Activity or Transaction, will be by Customer solely against the applicable Payment Service Provider directly and be governed by the applicable payment terms of such third party (“Third-Party Terms”). Except in the event Re-Leased materially breaches one of its obligations in these Pay Terms or violates applicable law, Re-Leased will 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.
3.6 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.
4. Re-Leased Pay Portal; Merchant of Record
4.1 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 Re-Leased platform (the “Re-Leased Pay Portal”) that enables you to establish a Payment Account, and use the Payment Services, which are provided, operated, and the responsibility of the applicable Payment Service Providers (e.g., 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 any actions or responsibilities (including failures thereof) for any Payment Service Provider.
4.2 Merchant of Record. For all Transactions effected via the Re-Leased Pay Service, Stripe (or the applicable Payment Service Provider) will act as merchant of record (i.e. acquirer, seller of record, and responsible party for chargebacks, refunds, merchant fees, and settlement) as between Stripe and Customer. Re-Leased is not, and will not be deemed to be, a merchant, acquiring bank, seller, deposit taking institution, money transmitting institution, or issuer in respect of any Transaction. All payment processing, settlement, remittance, chargeback handling, and refund management will be governed by the Stripe Services Agreement, Stripe Connected Account Agreement and related Third-Party Terms.
5. Administration and Use of Payment Accounts
Prior to using the Re-Leased Pay Service, a Payment Account must be opened on behalf of Customer with Stripe.
6. Access to and Use of Re-Leased Pay Service
6.1 Customer’s Right to Use. Subject to the other terms and conditions of these Pay Terms, Re-Leased hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Re-Leased Pay Portal and Documentation solely for Customer’s internal business purposes.
6.2 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 Process the Transactions and Activities through the Re-Leased Pay Service on Customer’s behalf in accordance with instructions provided by or on behalf of Customer, and to such other actions as are required to comply with Customer’s obligations under the Third-Party Terms. Accordingly, Customer hereby authorizes Re-Leased (and appoints Re-Leased as its agent and representative) to Process the 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: (a) 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; (b) Process Data (and authorize the Payment Service Providers to Process Data) as contemplated in any of these Pay Terms; (c) facilitate any Transactions and Activities in accordance with such instructions, and take such other actions as required to comply with any Third-Party Terms, including to debit, make, or pay any Chargebacks and otherwise comply with any dispute resolution under the Third-Party Terms, including by making withdrawals or transfers from a Customer’s Bank Account as contemplated in Section 5; (d) 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 these Pay Terms or for purposes of complying with the Third-Party Terms; (e) perform any actions required to avoid claims against or against Re-Leased under the Third-Party 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 Terms; (f) 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 (g) 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.
6.3 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 these Pay Terms and the applicable Third-Party 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.
6.4 Payment Service Credentials. All Administrative Users whose account credentials are Payment Service Credentials, whether issued by Re-Leased, Customer, or any other Administrative User, will be deemed to be authorized by Customer to access and use the Re-Leased Pay Service on behalf of Customer, and all instructions and directions from such Administrative Users, and others using any such Payment Service Credentials, will be deemed to be authorized and sent by Customer.
6.5 Customer Responsibilities. Customer will:
6.6 Re-Leased Pay Restrictions. Customer will not use, or allow any third party to use, the Re-Leased Pay Service: (a) in a fraudulent manner, to perform any fraudulent activity, or to facilitate any Transaction that involves fraud or a restricted business or activity under any Third-Party Terms; (b) 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; (c) 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; (d) to initiate or facilitate peer-to-peer money transmissions or intercompany transactions; (e) to use the Re-Leased Pay Service for any purpose other than Customer’s own internal business purposes in using the Re-Leased Pay Service; (f) to host or transmit information which contains malware, viruses, or data designed to interrupt, circumvent, interfere with, damage, destroy or limit the functionality of any software, hardware or equipment; (g) in any way which would violate a third-party right; (h) to harass, threaten, demean, embarrass, interfere with, or otherwise harm any party using the Re-Leased Pay Service; (i) to impersonate any party, claim any false affiliation, or falsify any Data; (j) make any unsolicited offer or advertisement to another using the Re-Leased Pay Service; (k) 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); (l) 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; (m) remove any proprietary rights notices or labels from the Re-Leased Pay Service or Documentation; (n) attempt to make any modification, adaptation, improvement, enhancement, translation or derivative work based upon the Re-Leased Pay Service; or (o) 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.
7. Transactions; Chargebacks
7.1 Transactions. Customer will (and will cause all Administrative Users to): (a) only initiate (and request that Re-Leased initiate) authorized Transactions and Activity and comply with the Third-Party Terms and applicable laws; (b) advise its own customers and users of the terms and conditions relating to the Transactions and Activities; (c) provide users with accurate and detailed receipts or tax invoices for each Transaction or Activity and keep records of the same; and (d) comply with (and cause all Administrative Users to comply with) all Third-Party Terms relating to the Transactions and Activities.
7.2 Transaction Disclaimer. The Customer is solely responsible for, and Re-Leased has no liability or responsibility in respect of: (a) all Transactions or Activity (including verifying authenticity, accuracy, sufficiency of funds, and compliance with applicable laws and the Third-Party Terms); (b) verifying the identities of customers 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 (c) 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).
7.3 Chargebacks and Disputes. The Customer is solely responsible for, and Re-Leased has no liability in respect of, any Chargebacks or disputes. 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 will 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. The Customer will ensure that the Payment Account has sufficient funds to cover all Chargebacks and acknowledges.
8. Security
8.1 Re-Leased Security Obligations. Re-Leased will implement and maintain commercially reasonable technical and organizational measures designed to achieve a level of security in the Re-Leased Pay Portal that is appropriate to the risk and the nature of the Data transmitted through the Re-Leased Pay Portal, in accordance with applicable data protection laws. If Re-Leased becomes aware of a confirmed Security Incident in the Re-Leased Pay Portal, Re-Leased will inform Customer without undue delay. In such event, Re-Leased will use commercially reasonable efforts to take such measures and precautions as Re-Leased believes are reasonably sufficient to prevent the Security Incident in the Re-Leased Pay Portal from recurring.
8.2 Customer Security Obligations. The Customer is solely responsible for (a) 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; (b) 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.
8.3 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.
9. Payments
9.1 Fees for Re-Leased Pay Service. Fees for use of the Re-Leased Pay Service are set forth in your Re-Leased Pay Dashboard. Customer will pay all Fees to Re-Leased on the payment terms specified herein. Notwithstanding anything to the contrary and unless required by applicable 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 will 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 will 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. Re-Leased may adjust the Fees at any time by giving 30 days’ prior written notice to the Customer.
9.2 Banking Fees. Bank fees may be charged for currency conversion and international settlement, and such 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.
9.3 Payment. Customer agrees that Fees will be collected from Customer on behalf of Re-Leased in accordance with these Pay Terms. Re-Leased (or any other Payment Service Provider on Re-Leased’s behalf) may: (a) deduct the Fees from any amounts debited in respect of the Transaction prior to payment of Transaction proceeds to the Customer; (b) debit the Fees from the Payment Account; and/or (c) debit the Fees from the Bank Account. The Customer must also pay to Re-Leased, and Re-Leased (or another Payment Service Provider on Re-Leased’s behalf) may debit the Payment Account or, in accordance with these 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.
9.4 Tenant Pay. Customer may offer its Tenants the opportunity to use the Re-Leased Pay Service on the condition that the Tenant pay all or a portion of the Fees. In such event, the Tenant shall pay any applicable Fees. Customer will defend and indemnify Re-Leased against any and all claims by Tenants that result from Fees being added to the invoice to the Tenant. Notwithstanding the foregoing, Customer will remain responsible for payment of, and will pay, such Fees if not timely paid by the Tenant.
9.5 Monthly Statements. Re-Leased provides Customer with access to 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”).
9.6 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 will be paid by Customer immediately or as provided in such invoice. Customer will 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; provided however that Customer is not responsible for taxes based upon Re-Leased’s net income, assets, payroll, property, and employees.
9.7 Direct Debit Authorisation. The Customer hereby authorizes Re-Leased and any applicable Payment Service Provider to debit the Bank Account in accordance with these terms, 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. The Customer must ensure that the Bank Account: (i) is capable of accepting debits and credits by Re-Leased and other Payment Services Providers that Re-Leased may designate from time to time; and (ii) has sufficient funds to allow for all debits attempted in accordance with this Section. The Customer is responsible for and will pay to Re-Leased all fees and charges incurred by Re-Leased as a result of debiting the Bank Account. If any debit transaction processed by Re-Leased is returned as a result of insufficient funds, the Customer will, on demand, immediately fund the Bank Account so that Re-Leased can re-process the debit transaction successfully. If the Customer believes that there has been an error relating to a debit transaction from the Bank Account, the Customer will 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.
9.8 Failure to Pay. If the Customer fails to make a payment due under these 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: (a) terminate these Pay Terms and Customers access to and use of the Re-Leased Pay Service; (b) 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 (18% per annum) or, if less, the highest rate permitted by law, on any late payments; (c) restrict or suspend the Re-Leased Pay Service and other parts of the Re-Leased platform until all amounts due have been paid or debited (including any interest); (d) accelerate the payment of Fees such that all unpaid Fees will be immediately payable; and (e) use or disclose (to 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 will have no effect on the Customer’s obligation to pay all Fees due.
10. Warranties and Disclaimers
10.1 Mutual Warranties. Each party represents and warrants that it (a) has all required corporate authority to enter into these Terms and to perform its obligations under these Pay Terms, and that the performance of such obligations does not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound; and (b) will comply with applicable law.
10.2 Customer Warranties. Customer represents and warrants, and covenants that: (a) Customer 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 these Pay Terms meet Customer’s requirements; (b) Customer reviewed and agreed to be bound by all applicable Third-Party Terms; (c) Customer will comply with all applicable laws in connection with its use of the Re-Leased Pay Service; (d) Customer has all rights, consents, authorizations, and approvals to provide the Data to Re-Leased for Processing; and (e) any and all Data provided by Customer is accurate and complete in all respects and does not infringe the intellectual property rights of any third party.
10.3 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RE-LEASED PAY SERVICE AND ALL 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. 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 SERVICE, OR SUCH DATA OR FUNCTIONALITY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. 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 TERMS, APPLICABLE TO USE OF THE RE-LEASED PAY SERVICE OR ANY PAYMENT METHOD OR PAYMENT SERVICE.
10.4 Assumption of Risk. 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 WILL 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).
11. Fraud
11.1 Fraudulent Transactions and Activity (Generally). Customer will ensure that Customer will not (and its Administrative Users, and all other individuals having access to Payment Service Credentials will 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 Terms or for accepting payments for goods, real estate or services not delivered or deliverable. Customer is solely responsible for all resulting liability arising from or in connection with any fraudulent Transactions or Activity of the type described herein or any activity through or connected to its Payment Account, including any costs incurred by Re-Leased in its investigation, analysis and resolution of the fraudulent Transaction or Activity.
11.2 Notification. The Customer will notify Re-Leased of any suspected fraudulent Transactions or Activity and will provide all reasonable assistance and information requested by Re-Leased, Stripe or any Payment Service Provider in the investigation of the foregoing.
11.3 Refusal. 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).
11.4 Disclosure of Fraud. Notwithstanding anything to the contrary in Section 14 (Confidentiality), Re-Leased has 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.
11.5 Fraud Controls. 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 will review and implement the Fraud Controls as directed by Re-Leased and the Payment Service Providers.
12. Suspension
Re-Leased may, in addition to any other rights Re-Leased may have, immediately suspend Customer’s access to the Re-Leased Pay Service (including use of any Payment Service) if: (a) Customer breaches (or is reasonably suspected of breaching) these Pay Terms or any Third-Party Terms, including the Stripe Agreement; (b) Customer’s account is thirty (30) days or more overdue, including for fees where Customer fails to fund or pay any Chargeback; (c) changes to existing laws or implementation of new laws require that Re-Leased suspend the Re-Leased Pay Service or otherwise may impose additional liability on Re-Leased; or (d) Customer’s actions risk harm to any of Re-Leased’s other customers or the security, availability, or integrity of the Re-Leased Pay Service. Where practicable, Re-Leased will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Re-Leased will use reasonable efforts to restore your access to the Re-Leased Pay Service. Customer will remain liable for all Fees due under this Agreement during the period of any suspension.
13. Privacy; Personal Data
13.1 Processing for Re-Leased Pay Service. With respect to any Personal Data obtained by Re-Leased pursuant to these Pay Terms in connection with the Re-Leased Pay Service and without limiting the additional rights of Re-Leased under these Pay Terms, Customer hereby authorizes Re-Leased, on behalf of all data subjects, to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“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 these Pay Terms, including any applicable Third-Party Terms.
13.2 Consents. Customer will be solely responsible for obtaining any and all consents from data subjects for which Personal Data will be submitted to Re-Leased 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 as set forth in the Data Processing Agreement, which can be found in our trust center, available at https://trust.re-leased.com (“DPA”).
14. Confidentiality and Proprietary Rights
14.1 Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under these Pay Terms that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Re-Leased’s Confidential Information includes the terms and conditions of these Pay Terms and the Re-Leased Pay Portal.
14.2 Obligations. As a Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in these Pay Terms; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Pay Terms. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Re-Leased is the Recipient, Re-Leased may retain the Customer’s Confidential Information to the extent required to continue to provide the Re-Leased Pay Portal or as required by law or a Payment Service Provider. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section.
14.3 Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under these Pay Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
14.4 Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15 (Confidentiality and Proprietary Rights).
14.5 Required Disclosures. Nothing in these Pay Terms prohibits either party from making disclosures, including of Confidential Information, if required by law, subpoena, or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
14.6 Reservation of Rights. Neither party grants the other any rights or licenses not expressly set out in these Pay Terms. As between the parties, Customer retains all intellectual property rights and other rights in its Data. Except for Customer’s limited use rights in these Pay Terms, Re-Leased and its licensors retain all intellectual property rights and other rights in the Re-Leased Pay Portal, Documentation, and Re-Leased IP (as defined in the MSA). If Customer provides Re-Leased with feedback or suggestions regarding the Re-Leased Pay Service or Documentation, Re-Leased may use the feedback or suggestions without restriction or obligation.
15. Limitation of Liability
15.1 Disclaimer of Consequential Damages. 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.
15.2 Third-Party Terms. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT TO THE EXTENT RE-LEASED MATERIALLY BREACHES ITS OBLIGATION IN THESE PAY TERMS, THE RE-LEASED ENTITIES WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY, WHETHER TO CUSTOMER, ITS TENANTS, 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. CUSTOMER AGREES THAT ALL SUCH CLAIMS WILL BE MADE BY CUSTOMER DIRECTLY AGAINST THE APPLICABLE THIRD-PARTY PAYMENT SERVICE PROVIDER UNDER THE THIRD-PARTY TERMS THAT CUSTOMER ENTERS INTO DIRECTLY WITH THE APPLICABLE THIRD-PARTY PAYMENT SERVICE PROVIDER. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR EVALUATING, DETERMINING AND ESTABLISHING ALL THIRD-PARTY 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.
15.3 SLA Exception. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA OR ANY SERVICE LEVEL AGREEMENT, RE-LEASED WILL 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 UNRESPONSIVENESS OR SLOW OR SIMILARLY DEGRADED PERFORMANCE, OF THE RE-LEASED PAY SERVICE THAT IS 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. CUSTOMER’S SOLE REMEDY AGAINST THE RE-LEASED ENTITIES FOR ANY AND ALL SUCH ISSUES WILL BE THAT CUSTOMER HAS THE RIGHT TO DISCONTINUE ITS ACCESS TO AND USE OF THE RE-LEASED PAY SERVICE.
15.4 Liability Cap. SUBJECT TO THIS SECTION 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 PAY TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO RE-LEASED PURSUANT TO THESE PAY TERMS DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THESE PAY TERMS.
15.5 Exclusions. NOTHING IN THIS SECTION WILL LIMIT A PARTY’S LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF CUSTOMER IS DOMICILED IN THE UNITED STATES, THIS SECTION 15.5 WILL NOT LIMIT A PARTY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. IF CUSTOMER IS DOMICILED IN THE UNITED KINGDOM, THIS SECTION 15.5 WILL NOT LIMIT A PARTY’S LIABILITY FOR (A) FOR DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE; (B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
16. Indemnification
16.1 Indemnification by Customer. Customer will defend Re-Leased its affiliates, officers, directors, employees, and agents (“Re-Leased Entities”) from and against any third-party claim to the extent resulting from (a) Customer’s Data or Customer Technology; (b) any Payment Method or any Payment Services used by Customer; (c) any fraudulent Transaction or Activity; (d) Customer’s failure to comply with any provision of these Pay Terms (including Sections 11, 13, and 14), the MSA, or applicable law; (e) arising out of any Transaction, Activity, or Payment Account, including any payment dispute arising between you and any end user or other third party; (f) your breach of any Third-Party Terms; or (g) any unauthorized use of Re-Leased Pay Portal in violation of these Pay Terms.
16.2 Indemnification by Re-Leased. Re-Leased will defend Customer from and against any third-party claim to the extent alleging that the Re-Leased Pay Portal as operated by Re-Leased, when used by Customer as permitted under these Pay Terms infringes or misappropriates a third-party’s patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorney’s fees) or agreed in a settlement by Re-Leased resulting from the claim.
16.3 Procedures. The indemnifying party’s obligations in this Section 16 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Re-Leased Pay Service, when Re-Leased is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
16.4 Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Re-Leased determines necessary to avoid material liability, Re-Leased may at its option: (a) procure rights for Customer’s continued use of the Re-Leased Pay Portal; (b) replace or modify the allegedly infringing portion of the Re-Leased Pay Portal to avoid infringement or misappropriation without reducing the Re-Leased Pay Service’s overall functionality; or (c) terminate these Pay Terms and refund to Customer any pre-paid, unused fees for the terminated portion of the Term, subject to Customer’s obligation to pay any outstanding fees as set forth in Section 17.6.
16.5 Exceptions. Re-Leased’s obligations in this Section 16 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of the Re-Leased Pay Portal, any portion of the Re-Leased Pay Portal that is provided by a party other than Re-Leased, including as any and all Payment Services; (b) any Third-Party Systems or other portions or any other components of the Re-Leased Pay Service beyond the Re-Leased Pay Portal; (c) to infringement resulting from 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 and where the alleged infringement is not caused solely by the Re-Leased Pay Portal; (d) where Customer’s use of the Re-Leased Pay Service is inconsistent with the Documentation or is not strictly in accordance with these Pay Terms; or (e) if Customer settles or makes any admissions about a claim without Re-Leased’s prior consent.
16.6 Exclusive Remedy. This Section 16 sets out Customer’s exclusive remedy and Re-Leased’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.
17. Term and Termination
17.1 Term. Unless Customer has “opted-out” of the Re-Leased Pay Service in the Sales Order, these Pay Terms commence upon the date specified in the Sales Order and will continue in full force and effect until terminated as set forth herein (the “Term”). Notwithstanding the foregoing, these Pay Terms will immediately terminate upon expiration or termination of the MSA or any applicable Sales Order, and any termination of these Pay Terms do not terminate the MSA.
17.2 Opt-Outs. If Customer has “opted-out” of the Re-Leased Pay Service, but later “opts-in” to the Re-Leased Pay Service at a later date, these Pay Terms will immediately become contractually binding upon Customer on the date on which Customer has opted-in to the Re-Leased Pay Service. If Customer wishes to opt-out of the Re-Leased Pay Service, but desires to continue to use other Re-Leased offerings under the MSA, Customer may provide a 30 days’ notice of termination of these Pay Terms to Re-Leased.
17.3 Mutual Termination. Either party may terminate these Pay Terms if the other party: (a) fails to cure a material breach of this MSA (including a failure to pay fees) within sixty (60) days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days.
17.4 Termination by Re-Leased. Re-Leased may terminate Customer’s access to and use of the Re-Leased Pay Service, and all associated Payment Services, immediately if: (a) the MSA between Customer and Re-Leased expires or terminates; (b) the Stripe Agreements are terminated; (c) Re-Leased terminates its agreement or relationship with any Payment Service Provider; or (d) access to the Payment Account is terminated or if the Customer attempts to revoke any authorization provided to Re-Leased under this Agreement.
17.5 Termination for Fraud. Re-Leased may, in its reasonable discretion, either (a) immediately terminate these Pay Terms; or (b) suspend Customer’s access to and use of the Re-Leased Pay Service, if (a) Customer uses the Re-Leased Pay Service or any Payment Account for any fraudulent purpose, or (b) Re-Leased’s fraud and credit risk monitoring programs consider the Customer, an Administrative User or the Payment Account poses an unacceptable risk or threat to Re-Leased (or any of its third-party providers).
17.6 Effects of Termination. Upon termination of these Pay Terms, Customer’s access to and Re-Leased’s obligation to provide the Re-Leased Pay Service will cease. All amounts owed under these Pay Terms will become immediately due and payable. Customer must cease (a) any new or additional Transactions, (b) all use of Payment Accounts, and (c) any use of the Re-Leased Pay Service. Re-Leased will not be liable if Customer is no longer able to access any Payment Account. Customer will complete all pending Transactions, unless otherwise agreed to by Re-Leased. Termination of these Pay Terms does not relieve Customer of any obligations that arose pursuant to these Pay Terms prior to such termination, and Customer will remain obligated to pay all Fees for all Transactions. Re-Leased and the applicable Payment Service Providers may, but are not obligated to, complete any Transactions that have been initiated prior to the date of termination or expiration. Upon your request, Re-Leased may delete all Data related to the Re-Leased Pay Services, provided however that Re-Leased also has the right to retain a copy of all Data for its records, including as necessary to comply with applicable laws or regulations. Customer will 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. Notwithstanding the foregoing, Customer will remain liable for all Fees, Chargebacks and other financial obligations due in connection with the Re-Leased Pay Service before or after termination of these Pay Terms.
17.7 Survival. Termination or suspension does not relieve you of any accrued payment obligations or of your responsibility to export your data prior to access being revoked. Either party’s liability or obligations incurred before the effective date of expiration or termination and Sections 3, 4, 6.6, 7, 9, 10.3, 10.4, 11, 14, 15, 16, 17.6, 17.7, and 18 will survive expiration or termination of these Pay Terms. Except where an exclusive remedy is provided in these Pay Terms, exercising a remedy under these Pay Terms, including termination, does not limit other remedies a party may have.
18. General Terms7
18.1 Subcontracting. Re-Leased may use subcontractors and permit them to exercise Re-Leased’s rights, but Re-Leased remains responsible for their compliance with these Pay Terms and for its overall performance under these Pay Terms.
18.2 Assignment. Neither party may assign these Pay Terms without the prior consent of the other party, except that either party may assign these Pay Terms without the other party’s consent: (a) to an affiliate; or (b) in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction, provided that such assignee is able to perform assigning party’s obligations under these Pay Terms. Any attempted assignment in violation of this Section is void. These Pay Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
18.3 Force Majeure. We are not liable for any failure or delay in performance due to a circumstance outside of Re-Leased’s control, including without limitation natural disasters, pandemics, strikes, cyberattacks, government actions, or other similar events (“Force Majeure Events”).
18.4 Dispute Resolution; Process. As between you and your customers, all payment disputes between you and your customers arising in connection with your use of the Payments Service are between you and such customers, and not you and Re-Leased or Re-Leased and your customers. If a dispute arises out of or in connection with these Pay Terms between Re-Leased and Customer, the parties will first attempt in good faith to resolve it promptly through discussions between senior management. If such dispute is not resolved within 30 days, it will be settled by mediation in accordance with the JAMS International Mediation Rules. Mediation will be conducted in the location which you are based. If the dispute is not resolved through mediation, then either party may bring a claim in the court of the appropriate jurisdiction, as set forth in Section 18.5.
18.5 Re-Leased Contracting Entity; Governing Law.
18.6 Notice. All notices provided by Re-Leased to Customer under these Pay Terms may be delivered (a) in writing by nationally recognized overnight delivery service or second-day delivery service; or (b) via email, to Customer’s address or email set forth on the Sales Order. Customer must give notice to Re-Leased via email to support@re-leased.com. All notices will be deemed to have been given immediately upon delivery by electronic mail if sent during business hours or within one business day (unless an automatic bounce back was received); or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail as permitted above.
18.7 Export. Customer will comply with all relevant U.S. and foreign export and import laws in using the Re-Leased Pay Service and Documentation. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Re-Leased Pay Service and Documentation in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Re-Leased Pay Service and Documentation any information controlled under the U.S. International Traffic in Arms Regulations.
18.8 Government End-Users. Elements of the Re-Leased Pay Service and Documentation are commercial computer software. If the user or licensee of the Re-Leased Pay Service and Documentation is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Re-Leased Pay Service and Documentation or any related documentation of any kind, including technical data and manuals, is restricted by the terms of these Pay Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Re-Leased Pay Service and Documentation was developed fully at private expense. All other use is prohibited.
18.9 Severability. If any provision of these Pay Terms are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any term will be deemed a further or continuing waiver of such term or any other term.
18.10 Third Party Rights. This Agreement does not confer any rights on any person or party other than the parties to this Agreement (and, where applicable, their successors and permitted assigns), including pursuant to the Contracts (Rights of Third Parties) Act 1999 for Customer domiciled in the United Kingdom.
18.11 Amendments. Any amendments, modifications, or supplements to these Pay Terms must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Re-Leased. The terms in any Customer purchase order or business form will not amend or modify these Pay Terms and are expressly rejected by Re-Leased; any of these Customer documents are for administrative purposes only and have no legal effect.
18.12 Contact Information. You may contact us with questions or for support by emailing us at support@re-leased.com.
18.13 Entire Agreement. These Pay Terms constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written.