Terms & Conditions
Please read these terms of service (“Terms of Service” or “Terms”) carefully before using https://justpaid.io and any related mobile applications. These Terms govern access to and use of the website, applications, application plug-ins, technology and other services (collectively, the “Service”) provided by Loopfour, Inc. dba JustPaid (“Loopfour,” “we,” or “us”), and apply to all visitor, users and others who access or use the Service.
All website visitors to https://justpaid.io, individual and entities who use the Service or create an account (“Account”), and their authorized users are referred to herein as a “Customer” or “Customers,” and may be referred to in this Terms as “you,” “your” or “yourself” as applicable.
The Agreement between you and us includes these Terms, along with our Privacy Policy and any Subscription Agreement we may enter into with you, which are incorporated herein by reference.
01. Acceptance of Terms
By using the Service, you accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms, you are not authorized and must cease using the Service immediately.
02. About JustPaid
With our Service, we provide a digital financial platform is intended to help Customers to track contracts and payments, identify opportunities and oversee their finances, all powered by artificial intelligence (AI). As part of the Service, we facilitate business-to-business payments, enabling businesses and freelancers (“Payors”) to transmit payments for commercial purposes to business recipients (“Recipients”).
We are not a law firm or attorneys, may not perform services performed by an attorney, and our Services are not substitute for the advice or services of an attorney. Any information contained on the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. No attorney-client relationship or privilege is created between you and us. If you need legal advice related to any matters for which you use the Service, you should consult a licensed attorney in your area.
We also are not accountants or tax professionals, and do not give advice related to bookkeeping, accounting, GAAP, tax planning or tax consequences. If you need advice related to accounting or tax considerations or ramifications related to any matters for which you use the Service, you should consult a certified public account or other qualified tax professional in your area.
03. Eligibility
You agree that by using the Service you are at least 18 years of age and you are legally able to enter into a contract.If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
04. JustPaid Account
When you create an Account to use or access the Service (or portions thereof), you must provide complete and accurate information as requested on the registration form, and you must maintain and update such information to keep it complete and accurate. You will also be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of your password, and are responsible for all activities (whether by you or by others) that occur under your password or Account. You may not use a third party’s Account, username or password at any time, and you will not allow anyone other than authorized users to access or use the Service from your Account. You agree to notify us immediately of any unauthorized use of your Account, username or password. We shall not be liable for any losses you incur as a result of someone else’s use of your Account or password, either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your Account or password.
You will promptly notify us of any suspected violation of these Terms by an authorized user and will cooperate with us to address the suspected violation. We may suspend or terminate any authorized user’s access to the Service upon notice to you in the event that we reasonably determine that such authorized user violated these Terms.
05. Communications
By creating an Account for our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at support@justpaid.io.
06. Intellectual Property Rights
The Service is owned and operated by Loopfour, and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. None of the Service may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Service shall be construed to confer any license under any of our intellectual property rights, whether by estoppel, implication or otherwise. We reserve any and all available rights not expressly provided in these Terms.
The Service is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Service. You acknowledge that the Service contains original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of us and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service, shall, as between you and us, at all times be and remain our sole and exclusive property.
The trademarks, logos, taglines, and service marks displayed on the Service (collectively, the “Marks”), whether or not registered, may not be used by you without our prior express written permission.
Any software available for downloading through the Service or third-party websites or applications (the “Software”) is the copyrighted work of Loopfour and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is prohibited, and may result in civil and criminal penalties.
Upon your acceptance of these Terms, we grant you a limited, non-exclusive non-sublicensable, and non-assignable license to access and use the Service for your internal purposes and only as expressly permitted in these Terms. You shall not use or permit use of the Service for any illegal purpose or in any manner inconsistent with the provisions of these Terms. Any violation by you of our intellectual property rights or the license provisions contained herein may result in the immediate termination of your right to use the Service, as well as potential liability for copyright infringement or other claims depending on the circumstances.
07. Use Restrictions
By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
· Is illegal, or violates any federal, state, or local law or regulation;
· Advocates illegal activity or discusses illegal activities with the intent to commit them;
· Violates any third-party right, including but not limited to right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
· Is harmful, threatening, abusive, harassing, tortious, defamatory, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
· Interferes with any other party’s use and enjoyment of the Service;
· Attempts to impersonate us or any another person or entity;
· Transmits, or procures the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
· Falsely states, misrepresents, or conceals your affiliation with another person or entity;
· Accesses or uses the Account of another Customer without permission;
· Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
· Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service, or the servers or networks connected to the Service, or any of the Service;
· “Hacks” or accesses without permission our proprietary or confidential records, those of another Customer or of anyone else;
· Improperly solicits personal or sensitive information from other Customers, including without limitation address, credit card or financial account information, or passwords;
· Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service;
· Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Service;.
· Uses any robot, spider or other automated device, process or means to access the Service for any purpose, including monitoring or copying any of the Service material, e.g., practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
· Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Service;
· Uses the Service for benchmarking, or to compile information for a product or service;
· Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Service, by any means except as provided for in these Terms or with our prior written consent; or
· Attempts to do any of the foregoing.
08. Customer Data
You are responsible for the data and information that you or your authorized users input or upload into the Service (“Customer Data”). You are further responsible for obtaining any necessary right and licenses for use of the Customer Data by you and us as contemplated in these Terms. You agree that you have the legal right and authority to access, use and disclose to us any Customer Data. You authorize us to access, process, and use the Customer Data as necessary to perform and fulfill its obligations hereunder, including to provide the Service to you. You and your authorized users acknowledge that we may process Customer Data in accordance with our Privacy Policy.
09. Customer Representations and Warranties
You hereby represent and warrant to us that:
(a) you have all requisite rights and authority to use the Service under these Terms and to grant all applicable rights herein;
(b) you are responsible for all use of the Service associated with your Account;
(c) you are solely responsible for maintaining the confidentiality of your Account usernames and password(s);
(d) you agree to immediately notify us of any unauthorized use of your Account of which you becomes aware;
(e) you agree that we will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without your knowledge and consent;
(f) you will use the Service for lawful purposes only and subject to these Terms;
(g) any information you submit to us is true, accurate, and correct;
(h) you will not attempt to gain unauthorized access to the Service, other Accounts, computer systems, or networks under our control or responsibility through hacking, cracking, password mining, or any other unauthorized means;
(i) you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country; and
(j) you are not listed on any United States government list of prohibited or restricted parties.
For facilitation of business-to-business payments as part of the Service, we use third-party services for payment processing (e.g. payment processors). The payment processors we work with include, without limitation:
Plaid, Inc. -- https://plaid.com/legal/terms-of-use;
Checkbook,Inc. – https://checkbook.io/company/terms-business
Neurox, Inc., dba Shuttle – https://shuttlehq/terms-of-use
Stripe, Inc. – https://stripe.com/legal/ssa
By using the Service, you accept and agree to follow and be bound by the terms of service of our payment processors, which are available at the websites linked above.
10. Fees and Payments
The amount(s), timing, duration of fees for the Service, and the process for payment thereof, are more specifically set forth in the Service Level Agreement you may enter into with us for your Account. In the event of any conflict or inconsistency between these Terms and those in the Service Level Agreement with respect to fees and payment, the terms of the Service Level Agreement shall control.
In general, if you wish to purchase any product or service made available through Service (“Purchase”), a valid payment method, including credit card, is required. you will be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (b) the information you supply to us is true, correct and complete. We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
Some parts of Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring basis, either monthly or annual depending on the type of subscription plan you select (“Billing Cycle”). By purchasing a Subscription, you automatically us to charge all Subscription fees incurred through your Account to your credit card or other valid payment method in our file. Should such automatic billing and payment fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. If any payment for a Purchase or Subscription is overdue by 10 or more days, we may, without limiting our other rights under these Terms, suspend, restrict or discontinue your use of the Service. Subscription fees are non-refundable, except only as may be required by law.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team at support@justpaid.io.
We, in our sole discretion and at any time, may modify fees for Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
11. Modification of The Service
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
12. Term and Termination
These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service and canceling any Subscription(s). We are also free to terminate (or suspend access to) your use of the Service or your Account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Service and intellectual property will immediately terminate; (c) any obligation we have to provide any further services to you under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms. Any other provisions that, by their nature, should survive termination of these Terms shall survive termination. Such terms include, by way of example and without limitation, any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.
13. Third-Party Content
We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. Such materials are solely for Customer convenience for educational or sales purposes that may be of interest to the Customer. We are not an agent for such third parties, and do not endorse or guarantee their products or services. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. Your correspondence or business dealings with, or participation in promotions of third parties found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such partners or links to third-party websites or resources on the Service.
14. Warranties and Disclaimers
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.
(a) While we use reasonable efforts to include accurate and up-to-date information in our website for the Service at https://justpaid.io, we make no warranties or representations as to its accuracy. We assume no liability for any errors or omissions in the contents of our website. We make not representations that the materials contained in our website or the Service are appropriate for use in all countries, states, provinces, counties or any other jurisdictions. We make no representation or warranty that the Service, or the server that makes it available, is free of viruses or errors, that it will be uninterrupted, or that defects will be corrected. If you choose to access our website and/or use the Service, you do so on your own initiative and risk and are responsible for compliance with all applicable laws and regulations.
(b) We are not liable for the defamatory, offensive or illegal conduct of other users of the Service and that the risk of injury from such conduct rests entirely with you.
(c) Payments from or to Customers effected through the Service (other than fees payable to us pursuant to Section 10, above), do not pass into our legal ownership at any time from payment initiation through successful delivery, including any subsequent refunds.
(d) We are an independent, third party service that is not formally affiliated with your Payors or Recipients. Your use of the Service does in any way constitute a tri-party agreement between us, you and your Payors or Recipients. Accordingly, we have no responsibility and will have no liability for any consequences resulting from your interactions or contracts with your Payors or Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. Your use of our Service does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. We do not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by your Recipients. We are not responsible, and shall not be liable for, any loss suffered by you as a result of fraudulent conduct on the part of Payors or Recipients with whom you exchange funds, or any third party to whom you grant access to your Account or otherwise obtains access to your Account with or without your permission.
(e) The Service utilizes AI for assistance with its functions, including, for example, generation of reports based on data submitted by you. Such AI is implemented and utilized for speed, ease and efficiency of the Service, but there is no guarantee of accuracy of its output. You are responsible for conducting your own due diligence to confirm the accuracy of the products and reports generated by and through the Service. All schedules and reports prepared by us for your information and use pursuant to the Service (including but not limited to Schedules ASE606), are subject to your review and approval. You acknowledge and agree that all such schedules and reports shall be reviewed and approved for accuracy by you and your tax professionals prior to your use thereof for any purpose, including but not limited to internal accounting, any reporting to any government entity, and any presentation to any third party.
(f) You acknowledge that there are risks associated with using the Service, including risk of failure of hardware, software and internet connections, the risk of malicious software introduction, risk of data loss due to closure of accounts by payment processors, and the risk that third parties may obtain unauthorized access to information stored within your Account. As such, we will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Service that involves user error such as forgotten passwords, incorrectly construed transactions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access, or; any unauthorized third party activities, including without limitation the use or introduction of computer viruses, or other malware, phishing, spoofing or other means of attack against you or the Service. You further accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Shuttle Site or the Services, regardless of the cause.
YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICE ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOOPFOUR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. LOOFOUR DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, IS FREE OF MALICIOUS CODE OR THAT IT IS FREE OF ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SERVICE.YOU ARE ADVISED TO SAFEGUARD YOUR DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE AND/OR ACCOMPANYING MATERIALS.
15. Indemnification
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Service; (b) violation of these Terms by you or your authorized Account user(s), as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all Customer Data processed by the Service; (e) any products or services purchased or obtained by you in connection with the Service; (f) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (g) any matter for which we have expressly disclaimed liability in these Terms and in our Privacy Policy.We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of such claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
16. Limitations of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, LOOPFOUR, ITS AFFILIATES, ITS SUBSIDIARIES, AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM YOUR USE OF THE SERVICE, THIS AGREEMENT, OR ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF WE HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT WE ARE LIABLE TO YOU EXCEED THE GREATER OF TWO THOUSAND DOLLARS ($2,000.00) OR THE AMOUNTS PAID BY YOU TO US IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED.
THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations could be deemed not to apply. In those states, our liability will be limited to the greatest extent permitted by law.
17. Relationship of Parties
At all times, you and we are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of Loopfour or are otherwise authorized to bind or commit us in any way without our prior written authorization.
18. General
Electronic Communications. You agree to receive all communications, agreements, and notices that we provide in connection with the Service (“Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.
Assignability. You may not assign your rights or obligations, or delegate your responsibilities hereunder without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Loopfour may, at any time, freely assign its rights, duties, and obligations hereunder without notice to you.
Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, internet connectivity outages and material shortages. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
Governing Law. These Terms and any dispute of any sort that might arise between you and us will be interpreted in accordance with the law of the State of California and the United States of America without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction.
Binding Arbitration. For any dispute with Company, you agree to first contact us at support@justpaid.io and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara, California, unless you and Company agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Venue. Any claim or dispute that between you and us that arises out of or is related to the Service and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in the County of Santa Clara, California, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Santa Clara County, California.
Attorney’s Fees. In any arbitration or legal action or proceeding arising out of or related to the Service, these Terms or our Privacy Policy, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs, which, in the case of arbitration, may be determined by the arbitrator.
Entire Agreement. These Terms and any documents expressly incorporated by reference herein, including but not limited to our Privacy Policy and any Service Level Agreement, constitute the final, complete, and exclusive expression of the agreement between you and Loopfour regarding the Service. These Terms supersede and the parties disclaim any reliance on previous oral and written communications with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. We hereby reject any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by us. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted.
Waiver. Any waiver by either you or us of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
Consumer Complaints. Customers that are residents of the State of California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
19. Changes to Terms and Services
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Service and it is your responsibility to check our website periodically for changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Service or via email. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Service.
20. How to Contact Us
If you have any questions or concerns about the Service or these Terms, please contact us at support@justpaid.io.
