This was last modified on MARCH 24, 2023.

These terms and conditions create a contract between you and Payliance (the “Agreement”). Please read the Agreement carefully.

BY DOWNLOADING/INSTALLING/USING THE PAYLIANCE MOBILE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/INSTALL/USE THE PAYLIANCE MOBILE APP AND DELETE IT FROM YOUR MOBILE DEVICE.

Agreement between users and Payliance

The Payliance Mobile App is operated by Payliance.

The Payliance Mobile App is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Payliance Mobile App constitutes your agreement to all such terms, conditions, and notices. You also agree that our Privacy Policy (‘https://payliance.com/app-privacy-policy) applies to your use of the Payliance Mobile App.

Modification of these terms of use

Payliance reserves the right to change the terms, conditions, and notices under which the Payliance Mobile App is offered, at any time, including but not limited to the charges associated with the use of the Payliance Mobile App. Unless otherwise required by law, we will notify you before we make changes to such terms, conditions, and notices. We will provide you an opportunity to review them before they go into effect. Then, if you continue to use the Payliance Mobile App, you will be bound by the updated terms, conditions, and notices.

Links to third party sites

The Payliance Mobile App may contain links to other web sites (“Linked Sites”). The Linked Sites are not under the control of Payliance and Payliance is not responsible or liable for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Payliance is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Payliance of the site or any association with its operators. We advise you to read the Linked Sites’ terms, conditions, and notices carefully before proceeding on such sites.

License Grant

Subject to the terms of this Agreement, Payliance grants you a limited, non-exclusive, and nontransferable license to: download, install, and use the Payliance Mobile App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Payliance App’s documentation.

License Restrictions

You shall not:

(a) copy the Payliance Mobile App, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Payliance Mobile App;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Payliance Mobile App or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Payliance Mobile App, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Payliance Mobile App, or any features or functionality of the Payliance Mobile App, to any third party for any reason, including by making the Payliance Mobile App available on a network where it is capable of being accessed by more than one device at any time; or

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Payliance Mobile App.

Reservation of Rights

You acknowledge and agree that the Payliance Mobile App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Payliance Mobile App under this Agreement, or any other rights thereto other than to use the Payliance Mobile App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Payliance [and its licensors and service providers] reserve[s] and shall retain [its/their] entire right, title, and interest in and to the Payliance Mobile App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

No unlawful or prohibited use

As a condition of your use of the Payliance Mobile App, you warrant to Payliance that you will not use the Payliance Mobile App for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Payliance Mobile App in any manner which could damage, disable, disrupt, overburden, or impair the Payliance Mobile App or interfere with any other party’s experience, use and enjoyment of the Payliance Mobile App. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Payliance Mobile App.

Materials provided to Payliance or posted at any Payliance website

Payliance does not claim ownership of the materials you provide to Payliance (including feedback and suggestions) or post, upload, input or submit to any Payliance Mobile App or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Payliance, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Payliance is under no obligation to post or use any Submission you may provide and may remove any Submission at any time, without notice, in Payliance’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Liability disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PAYLIANCE MOBILE APP MAY INCLUDE INACCURACIES, INCONSISTENCIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PAYLIANCE, ITS SUPPLIERS, AND/OR ITS LICENSORS, MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PAYLIANCE MOBILE APP AT ANY TIME. ADVICE RECEIVED VIA THE PAYLIANCE MOBILE APP SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

PAYLIANCE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE PAYLIANCE MOBILE APP FOR ANY PURPOSE. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OR ACTIVITY IN CONNECTION WITH SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE PAYLIANCE MOBILE APP IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE PAYLIANCE MOBILE APP ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. PAYLIANCE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS, HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,  SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,  ACCURACY,  QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PAYLIANCE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PAYLIANCE MOBILE APP, WITH THE DELAY OR INABILITY TO USE THE PAYLIANCE MOBILE APP OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PAYLIANCE MOBILE APP, OR OTHERWISE ARISING OUT OF THE USE OF THE PAYLIANCE MOBILE APP, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PAYLIANCE OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, PAYLIANCE’S LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW.

PAYLIANCE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH YOUR USE OF THE PAYLIANCE MOBILE APP, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE PAYLIANCE FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

PAYLIANCE DOES NOT REPRESENT OR GUARANTEE THAT THE PAYLIANCE MOBILE APP WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE PAYLIANCE FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT PURCHASED OR ACQUIRED THROUGH THE Payliance MOBILE APP.

PAYLIANCE IS NOT RESPONSIBLE FOR DATA CHARGES YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE PAYLIANCE MOBILE APP.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PAYLIANCE MOBILE APP, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PAYLIANCE MOBILE APP.

SERVICE CONTACT: mobileappsupport@payliance.com

Waiver and Indemnity

BY USING THE PAYLIANCE MOBILE APP, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD PAYLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN CONNECTION WITH YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE PAYLIANCE MOBILE APP, OR ANY ACTION TAKEN BY PAYLIANCE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU WILL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. PAYLIANCE RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT IN ANY EVENT SETTLE ANY CLAIM WITHOUT PRIOR WRITTEN CONSENT.

YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM PAYLIANCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR DENY ACCESS TO ANY INFORMATION OR CONTENT, TO SUSPEND, MODIFY, OR TERMINATE YOUR ACCESS TO THE PAYLIANCE MOBILE APP, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF PAYLIANCE’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under these terms.

Termination/Access restrictions

Payliance reserves the right, in its sole discretion, to terminate, suspend, or modify your access to the Payliance Mobile App and the related services or any portion thereof at any time, without notice. Payliance will not be liable to you or to any third party should Payliance exercise such rights. GENERAL To the maximum extent permitted by law, this Agreement is governed by the laws of the State of Ohio, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Franklin County, Ohio, U.S.A. in all disputes arising out of or relating to the use of the Payliance Mobile App. Use of the Payliance Mobile App is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Payliance as a result of this Agreement or use of the Payliance Mobile App. Payliance’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Payliance’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Payliance Mobile App or information provided to or gathered by Payliance with respect to such use. At Payliance’s sole discretion, it may require you to submit any disputes arising from this Agreement or use of the Payliance Mobile App, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.]

Updates

Payliance may from time to time in its sole discretion develop and provide Mobile App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Payliance has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a) the Payliance Mobile App will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Payliance Mobile App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Payliance Mobile App and be subject to all terms and conditions of this Agreement.

Copyright and trademark notices

All contents of the Payliance Mobile App are: ©2023 Payliance and/or its suppliers. All rights reserved.

Trademarks

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

Notices and procedure for making claims of copyright infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

Export Regulation

The Payliance Mobile App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Payliance Mobile App to, or make the Payliance Mobile App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, releasing, or otherwise making the Payliance Mobile App available outside the US.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Severability

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Entire Agreement

Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Payliance with respect to the Payliance Mobile App and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Payliance with respect to the Payliance Mobile App. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be drawn up in English.