Safrapay Website Terms of Use

Safrapay Website Terms of Use

These terms of use (this “Agreement”) are agreed to between Safrapay Inc. (“Safrapay”, “we” or “us”) and each person (a “User,” “you” or “your”) accessing this website (the “Site”).  By accessing or using the Site, you agree that this Agreement governs your use of and access to the Site.  For this purpose, “Safrapay” includes affiliates of Safrapay Inc.  Additional terms and conditions apply to specific products and services provided by Safrapay (the “Services”). 

Modifications.  Safrapay reserves the right, at any time, to modify the Site, as well as the terms of this Agreement, whether by making those modifications available on the Site or by providing notice to you as otherwise provided in this Agreement.  Any modifications will be effective upon posting to the Site or delivery of such other notice, unless otherwise required by law.  You will be deemed to have agreed to any and all modifications through your continued use of the Site following such notice.

Eligibility.  The Site is intended for digital banking and merchant services use by individuals 18 years of age and older.  Additionally, to access and use the Site or specific Services you may need to fulfill certain other legal obligations or criteria.  Safrapay makes no representation that the Site is appropriate or available for use in all jurisdictions.  Accessing any part of the Site is prohibited from any jurisdictions where access to or use of the Site is prohibited.

Your Content.  You are solely responsible for all Content (as defined below) you provide, upload, submit, post to, or generate through access to or use of the Site (“Your Content”).  Your responsibility for Your Content extends to resolving any disputes that may arise between you and any User because of Your Content.  By providing, uploading, submitting, posting, or generating Your Content, you grant Safrapay and its authorized representatives and contractors a perpetual and non-exclusive right and license to use, process, store transmit, and disclose Your Content (a) to provide the Services and fulfill other obligations described in this Agreement and (b) to further develop and provide services for Safrapay customers.  You understand that, in certain contexts in order to deliver specific Services that you request, Your Content may be visible to, sent to, or viewed by other Users and you expressly waive any privacy rights you may otherwise have in Your Content in such contexts.  You represent, warrant, and covenant that Your Content: (a) does not violate this Agreement or any applicable law which is now in effect or may hereinafter be enacted; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy or the rights of any third party; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third-party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; and (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement.  Safrapay is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content.  You agree that you have all right, title, interest and consent in Your Content necessary to allow Safrapay to use Your Content for the purposes for which you provide Your Content to Safrapay.

Your Conduct.  You agree not to harass, advocate harassment, or to engage in any conduct that is abusive or harmful in your use of the Site.  We reserve the right, but are not obligated, to investigate and/or prohibit any conduct, or remove or refuse to post any Content (including Your Content), that we deem in our sole discretion to be unlawful, harmful, in breach of this Agreement, or otherwise offensive to you, the Site, Users, our customers, or our rights.  We assume no liability and shall not be liable directly or indirectly for any action or inaction with respect to your conduct, communication, transactions, or Content.  Additionally, we may disclose any Content or electronic communication of any kind: (a) to satisfy any law or request by a governmental authority; (b) if such disclosure is necessary or appropriate to operate the Site; (c) to protect our rights or property, our Users and customers, or you; or (d) if, in our sole discretion, such Content or electronic communication should be referred to law enforcement or other government authorities.

Privacy.  Safrapay will disclose and retain Your Content and other information according to Safrapay’s Privacy Policy located at www.safrapay.com/privacy-policy (“Privacy Policy”).  Your access and use of third-party sites and services are governed by the terms of use and privacy policies of such third parties.  You expressly consent to the use and disclosure of your personally identifiable information and Your Content as described in the Privacy Policy.  Notwithstanding anything in the Privacy Policy, Safrapay shall have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable information resulting from your access to and use of the Site.  To the extent any such non-personally identifiable information is collected or generated by Safrapay, the information will be solely owned by Safrapay and may be used by Safrapay for any lawful business purpose without a duty of accounting to you, provided that the information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.

Access.  Subject to your compliance with this Agreement, Safrapay will permit you to access and use the Site solely for lawful purposes in accordance with the terms of this Agreement and any other agreement you agree to before being given access to any specific aspects of the Services.  In the event of a conflict between the terms of this Agreement and an additional agreement governing specific Services or portions thereof, that additional agreement will govern such use.

Unless otherwise noted on the Site, other than Your Content, all Content available through the Site (“Site Content” or “Content”) is owned by Safrapay, the Users providing that Content, or Safrapay’s financial institution partners, service providers, and other Content providers.  All Site Content is for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Site Content and for your use of any Site Content.  Subject to your compliance with this Agreement, you may access the Site Content solely for your own lawful non-commercial purposes in connection with your own use of the Site.  You shall not, and shall not permit any third-party to: (a) alter, modify, reproduce, or create derivative works of any Site Content; (b) distribute, sell, resell, convey, lend, loan, lease, license, sublicense, gift, or transfer any Site Content; or (c) alter, modify, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Site Content.  Safrapay has not verified the accuracy of, and shall not be responsible for any errors or omissions in, any Site Content.  Except as set forth in this Agreement, you are granted no licenses or rights in or to any Site Content, or any IPR (as defined below) therein or related thereto.

The Site may contain links to third-party sites that are not under the control of Safrapay.  Unless otherwise noted, any other site accessed from the Site is independent from us, and we have no control over and are not responsible for its content.  Links to third-party websites are provided for your convenience only and you access them solely at your own risk.  You acknowledge and agree that Safrapay shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource.  Your access and use of the third-party sites are governed by the terms of use and privacy policies of these third-party sites.

The Site may also provide you with the option, and use of certain Site features may require you, to obtain access to services, content, functionality, software and other things developed, provided, or maintained by third parties (collectively, “Third Party Services”).  All Third Party Services are provided by third parties and are not under the direction or control of Safrapay.  You acknowledge and agree that Safrapay shall not be liable or responsible, directly or indirectly, for your access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services.  Your use of and access to any Third Party Services is solely between you and the third party provider of the Third Party Services.  Your access to and use of any Third Party Services is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services (each, a “Third Party Agreement”).  The terms of any Third Party Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Agreement but will not otherwise apply to your access to or use of the Site.  Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and a Third Party Agreement, the terms of the Third Party Agreement shall control with respect to your access to and use of any Third Party Services provided under that Third Party Agreement.  This Agreement will continue to control in all other respects.

Termination.  We reserve the right to terminate the Site, this Agreement, or any Services, or suspend your right to access or otherwise use them, at any time and for any reason, including if we conclude there has been any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Safrapay to be inappropriate or detrimental to Safrapay, the Site, or any other Safrapay customer or User.  Upon such termination or suspension: (a) all rights granted to you under this Agreement shall terminate; (b) you will immediately cease all use of and access to the Site and all Services, including Your Content and any Site Content you obtained prior to termination; (c) Safrapay’s rights and your obligations in connection with your use of the Site prior to such termination shall continue until such transactions or associated matters are resolved in Safrapay’s sole discretion; and (d) Safrapay may, in its sole discretion, delete Your Content at any time.  Your Content may continue to exist on the Site and be visible to Users after termination of this Agreement unless you actively delete it or contact Safrapay support and request deletion.  The Termination, Site Technology, Ownership, Feedback, Representations and Warranties, Disclaimers, Indemnity, Limitation on Liability, Telecommunications Consent, Claims of Infringement, Force Majeure, Arbitration, Class Action Waiver, Governing Law and Venue, Notices, Interpretation, and Additional Terms will survive any expiration or termination of this Agreement.

Site Technology.  The Site, and the databases, software, hardware and other technology used by or on behalf of Safrapay to operate the Site, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Safrapay.  You shall not, and shall not permit any third-party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology, whether directly or indirectly, in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, change, or in any way create derivative works of the Technology; (e) distribute, sell, resell, gift, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third-party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive, determine, or discover the method of operation of the Technology; (g) attempt, whether directly or indirectly to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere, whether directly or indirectly, with the operation or hosting of the Technology.  Safrapay uses reasonable means to protect the security of the Site, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.

Ownership.  Safrapay retains all rights, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto.  You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Site under this Agreement.  The Safrapay name, logo and all product and service names associated with the Site are trademarks of Safrapay and its licensors and providers and you are granted no right or license to use them.  For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

Feedback.  You agree that any feedback or ideas you provide to Safrapay regarding the Site or its underlying Technology or any suggested improvements thereto (together, the “Feedback”) will be the exclusive property of Safrapay.  To the extent you own any rights in the Feedback, you hereby agree to, and hereby do, assign all right, title and interest in and to the Feedback to Safrapay.  You agree to perform all acts reasonably requested by Safrapay to perfect and enforce such rights.

Availability.  Safrapay will use reasonable efforts to ensure that the Site can be accessed by you in accordance with this Agreement; however, Safrapay does not guarantee that the Site will be available at all times.  Safrapay will make reasonable efforts to give you notice of planned maintenance.  You accept the risks associated with the fact that you may not always be able to use the Site.

Representations and Warranties.  You hereby represent and warrant to Safrapay that: (a) you have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on your behalf; and (c) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement.  You acknowledge that the Site is a general-purpose online service and is not specifically designed to facilitate compliance with any specific law.  Your use of the Site in compliance with any specific law, rule, or regulation applicable to you, or other data or information you may provide or generate through the Site is your sole responsibility.  Safrapay is not responsible for your compliance with any such law or for your failure to comply.  Regardless of the jurisdiction in which you use or access the Site, you represent and warrant to Safrapay that your use of and access to the Site, including, without limitation, Your Content and any other data or information you may provide or generate through your use of or access to the Site, shall comply with all applicable laws, rules, and regulations and shall not cause Safrapay itself to violate any applicable law.  The foregoing obligation includes compliance with all laws that are applicable to the transmission of data on the internet, including, but not limited to, laws governing the transmission of data or funds across international boundaries, into prohibited countries, and containing financial, technical, and/or personally identifiable information.  You represent, warrant and covenant that you shall not use the Site or the Services to make, provide, receive or attempt to make, provide, or receive payments from or to any person or entity that is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Disclaimers.  THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.”  Safrapay and its PROVIDERS do not warrant or guarantee the accuracy, completeness, AVAILABILITY, adequacy or currency of any services or content and do not endorse the views or opinions that may be expressed or provided through THE SITE.  Safrapay AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SITE and THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, title or non-infringement.  SAFRAPAY and its PROVIDERS do not warrant the RELIABILITY, accuracy, integrity, security, completeness, adequacy or currency of the SITE, and do not endorse the views or opinions that may be expressed or provided by users of the SITE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE SITE, Safrapay or ITS EMPLOYEES, PROVIDERS OR AGENTS Shall create a warranty of any kind.  SAFRAPAY and its PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT the SITE WILL MEET your REQUIREMENTS, be suitable for the intended purpose, OR OPERATE UNINTERRUPTED OR ERROR FREE.

Indemnity.  You hereby agree to indemnify, defend, and hold harmless Safrapay and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the Site; (b) Your Content or other Content you provide through the Site; and (c) your breach of any representation, warranty, or other provision of this Agreement.  Safrapay shall provide you with notice of any such claim or allegation, and Safrapay shall have the right to participate in the defense of any such claim at its expense.

Limitation on Liability.  SAFRAPAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, EVEN IF SAFRAPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, DATA, OPPORTUNITY, REVENUES OR PROFITS, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER MATTER RELATING TO THE SITE OR SERVICES.  SAFRAPAY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ITS PROVISION OF THE SITE UNDER THIS AGREEMENT, IN THE AGGREGATE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED $100.  YOU AGREE THAT SAFRAPAY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SAFRAPAY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Telecommunications Consent.  Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Safrapay or anyone calling on its behalf, you expressly consent to be contacted by Safrapay and anyone calling on its behalf for any and all purposes arising out of or relating to this Agreement or your use of the Site or Services, at any telephone number, or physical or electronic address you provide or at which you may be reached.  You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an automatic telephone dialing system or an automatic texting system.  Automated messages may be played when the telephone is answered, whether by you or someone else.  In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text.  You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from Safrapay, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) you have provided to Safrapay, or numbers we can reasonably associate with you (through skip trace, caller ID capture or other means), with information or questions about your use of the Site or Services. You understand that your consent is not required as a condition to receive a good or service. You certify, warrant and represent that any telephone numbers that you have provided to us are your correct and current contact numbers.  You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number.  Your cellular or mobile telephone provider will charge you according to the type of plan you carry.  You also agree that we may contact you by e-mail, using any email address you have provided to us or that you provide to us in the future.  We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes. You consent to receive communications from us in electronic form should we so elect to provide them that way, including any and all disclosures and other communications that are required by law.

Claims of Infringement.  Safrapay respects your copyrights and other intellectual property rights and those of other third parties.  If you believe in good faith that your copyrighted work has been reproduced on Site without your authorization in a way that constitutes copyright infringement, you may notify us or our designated copyright agent:

Chief Legal Officer
Safrapay Inc.
3050 NE Aventura Boulevard
Aventura, FL, 33180
legal@safrapay.com
(305) 914-8301

Please include the following information in your correspondence: (a) the identity of the allegedly infringed work, and of the allegedly infringing work; (b) your name, address, daytime phone number, and email address, if available; (c) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (e) your electronic or physical signature.  It is Safrapay’s policy, in appropriate circumstances, to terminate the accounts of users who are repeat infringers or are repeatedly charged with infringement.

Force Majeure.  Neither party will be responsible for performance of its obligations hereunder where delayed or hindered by events beyond their respective reasonable control, including, without limitation, any acts of God or any governmental body (including regulation, enforcement, controls or restrictions on securities trading, the Site or the Service), natural disaster, war or national emergency, riots or insurrection, sabotage, embargo, fire, flood, epidemic, pandemic, contagion, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control.

Arbitration.  Except as otherwise expressly set forth in this Agreement and except for actions for equitable relief, all disputes between the parties will be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the claim or dispute and in accordance with Title 9 of the United States Code.  Notice of the demand for arbitration must be filed in writing with the other party and must be made within a reasonable time after the dispute has arisen.  If the amount claimed to be in dispute is equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000), then the arbitration will be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules of the American Arbitration Association.  If the amount claimed to be in dispute is less than that amount, then the arbitration will be decided by one (1) arbitrator selected pursuant to the same rules.  Arbitration will be initiated in New York, New York.  The arbitration will occur within sixty (60) calendar days after the party demanding arbitration delivers the written demand on the other party, unless the parties agree otherwise in writing.  The arbitrators will award to the prevailing party, if any, as determined by the arbitrators, all of its Costs and Fees.  “Costs and Fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, and out-of-pocket expenses, such as copying, telephone, court costs, witness fees and attorneys’ fees.  The award rendered by the arbitrators will be final and specifically enforceable under applicable laws, and judgment may be entered upon it in any court having jurisdiction thereof.  No arbitration arising out of or relating to this Agreement may include, by consolidation, joinder or in any other manner, any person or entity not a party to this Agreement.  Neither party will appeal the award nor seek review, modification, or vacation of the award in any court or regulatory agency.  Each party shall continue to perform its respective obligations during the pendency of any dispute until such time as the dispute is resolved.  The foregoing will not prevent a party from instituting formal proceedings earlier to (i) preserve a superior position with respect to other creditors, or (ii) address a claim arising out of the breach of the confidentiality obligations set forth in this Agreement or either party’s IPR under this Agreement.  In addition, either party may resort to court action for injunctive relief at any time if the dispute resolution process set forth in this section may permit or cause irreparable injury to such party or any third party claiming against such party, due to delay arising out of the dispute resolution process.  Any such legal action or proceeding shall be brought exclusively in the federal or state courts located in New York and you hereby accept, generally and unconditionally, the jurisdiction of such courts.

Class Action Waiver.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ACTION ARBITRATION PROCEEDINGS OR OTHERWISE.  ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND SAFRAPAY SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

Governing Law and Venue.  The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York, U.S.A. as such laws apply to contracts between New York residents performed entirely within New York without regard to the conflict of laws provisions thereof.  Except as provided in the Arbitration section of this Agreement, each party hereto: (a) consents to and waives any objections to personal jurisdiction, service of process, and venue in the federal and state courts located in New York, NY, U.S.A., and (b) agrees that any action arising out of or relating to this Agreement shall be filed and prosecuted only in such courts.

Notices.  Safrapay may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to Safrapay in connection with your use of the Site, or by providing such notice by posting on Site.  Notices provided to Safrapay will be deemed given when actually received by Safrapay, and Safrapay will be afforded a reasonable opportunity to act on such notice.  Notice provided to you will be deemed given upon posting to Site or sending via e-mail, unless otherwise required by law prohibited or (as to e-mail) the sending party is notified that the e-mail address is invalid. 

Interpretation.  Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.  To the extent any translated version of this Agreement conflicts with the English language version, the English language version will control.  When interpreting this Agreement: (a) any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement; (b) the singular includes the plural, and vice versa; (c) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (d) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement; (e) “law” means any foreign, federal, state or local law (including common law), statute, standard, code, ordinance, rule, regulation, promulgation or any order by any governmental authority; and (f) “governmental authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

Additional Terms.  This Agreement is the complete and exclusive agreement between you and Safrapay regarding your access to and use of the Site.  This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between you and Safrapay relating to your use of the Site.  Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties.  All waivers by Safrapay under this Agreement must be in writing or later acknowledged by Safrapay in writing.  Any waiver or failure by Safrapay to enforce any provision of this Agreement on one occasion shall not be deemed a waiver by Safrapay of any other provision or of such provision on any other occasion.  If any provision of this Agreement is held to be unenforceable, that provision shall be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions shall remain in full force.  The prevailing party in any lawsuit or proceeding arising from or related to this Agreement shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.  You may not assign or transfer either this Agreement or any of your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, gift, or other operation of law) without the prior written approval of Safrapay.  Any assignment in violation of the foregoing shall be null and void.  Safrapay may assign this Agreement to any party that assumes Safrapay’s obligations hereunder.  The parties hereto are independent contractors, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  You should not interpret any Content provided by Safrapay as tax, legal, financial, or investment advice.  We have no special relationship with or fiduciary duty to you and your use of the Site does not create such a relationship.  You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the Site.