Terms of Service

Last updated; January 6, 2025

THIS PAY-I SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into between Pay-i, Incorporated (“Pay-i”) and the customer (the “Customer”) that is either identified (i) on an Order entered into between Pay-i and Customer, (ii) on an Order entered into between Customer and an authorized Pay-i Reseller referencing this Agreement, or (iii) on a signature line at the end of this Agreement, and is effective as of the date that the applicable Order is executed by the Customer and either Pay-i or the applicable Reseller (the “Effective Date”).

The following terms and conditions (together with the Exhibits, as well as any Orders, form a binding agreement between us and You over the use of the Services (as defined below). Please review the following terms carefully. By signing below or signing an Order referencing this Agreement, or by accessing any Services, You agree to be bound by this Agreement. This Agreement will govern your use of the Services at all times. If you do not agree to these terms and conditions, you must cease use of the Services.

For purposes of this Agreement, the terms “Pay-i,” “us,” “we,” or “our” refer to Pay-i Incorporated, the owner and operator of the Services. The terms “You,” “Your,” or “Customer” refer to the person accessing or using the Services, or the company or organization on whose behalf that person accesses the Services. Other capitalized terms used but not defined in the main body of the Agreement will be as defined in Exhibit 1.

Our Services
1. Pay-i is the enterprise-grade FinOps platform purpose-built for the unique cost dynamics of Generative AI (“GenAI”) (the “Pay-i Platform”). By accurately tracking complete AI experiences across models, providers, and modalities, the Pay-i Platform gives companies the financial clarity and control needed to accelerate AI innovation with confidence. Our Pay-i Platform transforms unpredictable GenAI spending into measurable business value, helping customers achieve more from their AI investments while maintaining strict budget controls and interpretability. The Order sets forth the terms of access to the Pay-i Platform being provided to Customer, together with any additional services, as applicable under the terms of this Agreement.
2. Virtual Network Deployment Option. [Note: This Section will apply only if Customer elects to host the Services in its own environment/Virtual Network.] In the event that Customer elects to host the Services in its own environment through deployment into its own virtual network, rather than having the Services hosted by Pay-i, different Fees will apply for the Services, as reflected on the Order. In addition, Customer acknowledges that the Pay-i Support obligations (as set forth in Section 8 below) will not apply when the Services are deployed through Customer’s virtual network. Except as otherwise expressly set forth in this Agreement to the contrary, all other terms and conditions of this Agreement will apply in the event that Customer receives the Services hereunder through its virtual network.
Use of the Services; Fees
1. Subject to the terms and conditions contained in this Agreement, Pay-i grants Customer access to use the Services through the Website and/or the Pay-i APIs (as specified in the Order) to authorize the maximum number of authorized users specified in an Order (as applicable) to: (a) access and use the Services solely for Customer’s internal use, and (b) to use the Documentation in connection with Customer’s use of the Services (all of the foregoing rights, collectively, the “Subscription”). Customer shall ensure that all Authorized Users comply with the applicable provisions of this Agreement, including but not limited to, the license scope set forth in this Section 2 and the restrictions on use set forth below in Section 3. Customer will be primarily liable to Pay-i for any and all violations thereof by such Authorized Users.
2. Other than as expressly set forth in this Agreement, we and our licensors reserve all rights, title and interest in and to the Services. You use the Services at Your own risk. We may, but are not obligated to, terminate user accounts if we determine or suspect that those accounts violate the terms of this Agreement.
3. Use of APIs. In connection with Your use of the Services, Pay-i may make an API(s) key available to You, as well as a user ID. Use of the API(s) will be subject to the terms and conditions of this Agreement, as well as any additional terms that Pay-i may provide, as applicable.
Restrictions on Use; Audits
Except as expressly permitted herein, You may not, and shall not permit any of Your employees or any third party to: (i) use, reproduce or distribute the Services or Pay-i IP (as defined below) in any manner inconsistent with the permissions set forth in this Agreement; (ii) modify, translate into any code or language, or make any derivative work of the Services or Pay-i IP or any parts thereof; (iii) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct, discover or use the source code of the Services or Pay-i IP for any purpose, or provide or make available the source code to any third party, (except to the limited extent, if any, permitted under applicable law for interoperability purposes); (iv) provide, resell, lease, lend, use for time sharing or service bureau purposes or otherwise use or allow others to use the Services or Pay-i IP to or for the benefit of any third party; (v) use the Services in violation of any contract to which you are subject, or in violation of any applicable law, rule, or regulation; (vi) use the Services to build a competing product or service; (vii) remove any product identification, copyright or other proprietary notices that are included within the Services; or (viii) interfere or attempt to interfere with the proper working of the Services, including the use of any robot, spider, data scraping, extraction tool or similar mechanism with respect to the Pay-i Services. In addition to, and without limiting the foregoing, in the event that Customer is receiving the Services via deployment into a virtual network (as set forth above), Customer may not use such deployment to see Pay-i’s resources and then hack into Pay-i’s proprietary ecosystem.

Audits. You acknowledge that Pay-i may audit Your usage of the Services, from time to time, in order to ensure Your compliance with the terms and conditions set forth in this Agreement, including but not limited to compliance with the restrictions in this Section 3, as well as to monitor Your overall usage of the Services, including to verify the Fees being charged based on such usage amounts, as applicable. Such audits may include Pay-i’s looking into Your environment and the ability to exfiltrate telemetry as necessary.

Registration & Your Account
You must be at least 18 years old in order to use our Services. You will need to create an account with Us in order to use the Services. If You choose to create an account with us, You agree to provide only accurate, complete registration information, and You will keep that information up-to-date if it changes. Your registration must be completed using Your real name. Each registration is for the use of a single user; the Services may not be used on behalf of more than one person or entity under one username. Access to the Services is not authorized by any other person or entity using Your registration information and You are responsible for preventing any such unauthorized use.

In order to register for the Services, your email address will be your user ID (“User ID”) and you will be instructed to pick a password. Alternatively, you may also sign into the Services through your authenticated credentials from Google, Apple, or Facebook (or any other third-party service credentials that we accept from time to time in our sole discretion). In either case, we’ll provide you with the necessary access protocols and policies to allow You to access the Services after registration has been completed. Individuals and entities who have previously been terminated by Pay-i may not register for an account.

You will remain responsible for all use of the Services through Your User ID, and all activity emanating from Your account, whether or not such activity was authorized by You. You shall be solely responsible for the confidentiality and security of your User ID, and all passwords and other access protocols required in order to access the Services. Please notify us immediately if You become aware that Your User ID is being used without authorization. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Services, as well as to suspend or terminate Your account for any reason, or no reason at all. By way of illustration, and without limiting the generality of the foregoing, in the event that We suspect that any fraud, abuse of the Services or systems, or any other malicious activities have occurred under your account, including but not limited to, in connection with violations of any of the Rules of User Conduct in Section 6 below, Pay-i may terminate or suspend (in Pay-i’s sole discretion) Your use of the Services immediately. In addition, You are solely responsible for any network or Internet connectivity required to access or use the Services.

Payments
1. Fees. Fees for use of the Services will be as specified in the Order, and will be paid either directly by Customer to Pay-i or by a Reseller on Customer’s behalf, as applicable. In addition, the Order will contain the applicable payment terms as well. If the applicable payment terms are not specified in the Order, invoiced amounts will be due and payable within 30 days of the invoice date. Unless otherwise specified in the Order, all fees are due in full, upfront for the Services and are non-refundable.
2. Disputed Fees. If You dispute any fees, taxes, or other charges billed by us, You shall notify us, in writing, of the disputed amount and any relevant information regarding the circumstances of the dispute promptly. If You fail to provide us with a notice of such a disputed amount within twenty (20) business days following receipt of an invoice for such charge, then such amount is deemed undisputed and due to us. All parties agree to work cooperatively in good faith to resolve any such disputed amounts.
3. Taxes. To the extent applicable, You will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on our income), and any related penalties and interest involved with the use of the Services.

General Rules of User Conduct
It is our goal to make the use of our Services a good experience for all of our users, so You may not use the functionality provided by Pay-i for any purposes except for the purposes expressly set forth in this Agreement. Without limiting the generality of the foregoing, You may not to do any of the following:
1. Conduct or promote any illegal activities while using the Services including, but not limited to: Attempt to gain access to secured portions of the Services to which You do not possess access rights;
2. Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
3. Use the Services to generate unsolicited email advertisements or spam;
4. Harvest, collect, gather or assemble information or data regarding other users without their consent;
5. Use any automatic or manual process to search or harvest information from the Services, or to interfere in any way with the proper functioning of the Services or the data contained therein, including but not limited to, conducting any Distributed Denial-of-Service (DDoS) Attack; or
6. Impersonate another user.

Third-Party Content and Services
The Services may contain third party Content or services, including any information or materials advertised therein or available on or through any Third-Party site (collectively, “Third-Party Content”). We are not responsible or liable for, nor do We endorse, Third-Party Content. We do not guarantee the accuracy, integrity, quality, performance of any Third-Party Content. By using the Services, We are not responsible or liable, directly or indirectly, for any damage or loss caused to You by Your use of or reliance on any Third-Party Content, or the goods, services, or information or the promotion thereof. It is Your responsibility to evaluate the information, opinion, advice, or other content available on and through the Services.

In addition, You acknowledge that Pay-i may also distribute, use and provide your data to Pay-i’s service providers who act on Pay-i’s behalf in providing the Services (e.g. third party web hosting providers); as well as to third parties chosen by Pay-i that may be used in order to provide various additional services (and enhancements), and which can be provided for Your benefit (e.g., analytics services, and any other value-added services which may be offered by Pay-i from time to time in connection with the Services provided under this Agreement, as applicable) (collectively, “Third Party Services”), and which may require that the Customer agree to additional terms that cover any use of such Third Party Services. Customer acknowledges that Pay-i will not be responsible to Customer for any such Third Party Services in any manner whatsoever.

Similarly, You acknowledge that Pay-i is not responsible in any manner whatsoever for any Apps that You may use in connection with the Services. Such Apps may require that You agree to separate license terms, terms of use agreements and/or privacy policies as a condition of any use of the App(s), which are separate from and in addition to the terms of this Agreement.

Support; Backups
Pay-i will be reasonably available to provide You with its standard problem resolution and technical support in connection with the Services (the “Support Services”). You will have the ability to obtain Support Services from Pay-i at a dedicated email address, which will be provided to You by Pay-i upon completion of registration for the Services. All Support Services will be provided by email. In addition to the foregoing, as part of the Support Services, upon request (email to suffice), Pay-i can provide additional support as reasonably needed over video chat or telephone to You with respect to the Services.

While Pay-i does routinely backup its proprietary platform, Customer acknowledges that it remains responsible for keeping their own backups of the Customer data at all times. Customer acknowledges that Pay-i will not have any liability to Customer for any loss of any of the Customer data whatsoever in connection with use of the Services.

Non-Confidentiality and Security
Pay-i will use reasonable efforts to maintain the security and integrity of information You provide to us. However, You acknowledge and agree that Pay-i cannot fully eliminate security risks and cannot guarantee that unauthorized access to Your information will never occur.

Confidential Information
1. Ownership of Confidential Information
  Both parties agree that all Confidential Information is proprietary to the disclosing party and will remain the sole property of the disclosing party or such third party.
2. Mutual Confidentiality Obligations
  Each party agrees: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) that it will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (iv) to the extent practicable, return or destroy, all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do. In addition, in order to provide and improve the Services, You acknowledge that we may collect aggregated, non-identifying statistical data regarding Your use of the Services (“Analytics Data”) and provide such aggregated statistical data to third parties. All such Analytics Data will be owned by Pay-i. Upon request or upon the discontinuance, termination or cancellation of this Agreement or of any license covering any Confidential Information, the affected Confidential Information and all copies in whatever medium or form will be returned to the disclosing party or destroyed (with the receiving party certifying such destruction in writing). The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years from the date of disclosure.

Privacy
Pay-i’s Privacy Policy may be found at https://pay-i.com/privacy, and forms part of our Agreement with You. In no event will we have any obligations to You arising under the Agreement that are inconsistent with our promises under our Privacy Policy. For full details, please refer to our Privacy Policy.

US Privacy Laws. For Personal Information (as defined below) that may be disclosed to Pay-I and subject to US Privacy laws (as defined below), the parties agree that You are a “controller” or “business,” and Payi is a “processor” or “service provider”. In accordance with applicable US Privacy Laws, Pay-i will process such Personal Information solely: (i) to fulfill its obligations to You under this Agreement; (ii) on Your behalf; and (iii) in compliance with applicable US Privacy Laws. Without limiting the foregoing, Pay-i will: (i) not retain, use, or disclose the Personal Information outside of the direct business relationship between You and Pay-i; (ii) not “sell” or “share” any Personal Information for valuable consideration; (iii) not attempt to re-identify any pseudonymized, anonymized, aggregate, or de-identified Personal Information without Your express written permission; (iv) comply with any applicable restrictions under US Privacy Laws on combining the Personal Information with other Personal Information that Pay-i receives from, or on behalf of, another person or persons, or that Pay-I collects from any interaction between it and any other individual or customer; (v) provide the same level of protection for the Personal Information as is required under US Privacy Laws applicable to You; and (vi) not otherwise engage in any processing of the Personal Information that is prohibited or not permitted by processors or service providers under applicable US Privacy Laws.

Pay-i hereby certifies it understands and will comply with these obligations and restrictions in accordance with applicable US Privacy Laws and gives You permission to monitor Pay-i’s compliance with these obligations and to stop and remediate any unauthorized use of Personal Information by Pay-i. Further, Pay-i shall notify You if it determines or believes that it cannot meet its obligations under applicable US Privacy Laws.

“US Privacy Laws” means the California Consumer Privacy Act (as amended by the California Privacy Rights Act) and other US State privacy laws, as applicable. “Personal Information” means as set forth in applicable US Privacy Laws.

Term and Termination; Changes to the Services; No Custom Development
Unless earlier terminated as set forth herein, the term of this Agreement is set forth in the Order (the “Term”). In the event of a material breach of this Agreement by a party, the other party may terminate this Agreement by giving thirty (30) days prior, written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach before the expiration of such thirty (30) day period. In the event of any termination, You will immediately cease all access to the Services. All outstanding payment obligations, together with any and all terms of this Agreement which contemplate continuing effectiveness shall survive the termination or expiration of this Agreement for any reason, including without limitation, all usage restrictions, indemnification, ownership, limitation of liability and all disclaimers of warranties. In addition, We may change or discontinue the Services (or any portion thereof) at any time without prior notice.

No Custom Development. Nothing contained in this Agreement guarantees that Pay-i will provide Customer with any product upgrades, new features development, and/or enhancements of the Services during the Term of the Agreement. In addition to and without limiting the generality of the foregoing, nothing in this Agreement will be construed to require Pay-i to perform any custom development relating to the Services in any manner whatsoever for Customer. Similarly, any separate professional services are outside the scope of this Agreement. Any such custom work and/or professional services will require a separate agreement, including a Statement of Work as mutually agreed upon by the Parties in writing, which sets forth the development work to be provided, and the additional fees involved for such work.

Representations and Warranties
Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the rights granted hereunder. In addition, each party will comply with all applicable laws and regulations in performing under this Agreement.

We additionally represent and warrant that we will provide the Services and perform our other obligations under this Agreement in a professional and workmanlike manner consistent with general industry standards. For a breach by Pay-i any of the foregoing warranties, as Your sole and exclusive remedy, Pay-i shall re-perform any non-conforming Services at no additional charge to You.

Disclaimers of Warranties
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PAY-I DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. IN ADDITION, PAY-I MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES, OR THAT PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF ERRORS OR VIRUSES AND OTHER HARMFUL COMPONENTS.

TO THE EXTENT THAT PAY-I MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

ANY ACTION BROUGHT UNDER THIS AGREEMENT MUST BE BROUGHT NO LATER THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.

Limitations of Liability
YOU ACKNOWLEDGE AND AGREE THAT PAY-I IS ONLY WILLING TO PROVIDE ACCESS TO THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL PAY-I BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, NOR LOST PROFITS (EVEN IF ADVISED OF THIS POSSIBILITY), ARISING IN CONNECTION WITH THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOST DATA, BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS THE SERVICES,. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT PAY-I IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF PAY-I TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED ALL AMOUNTS PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS PRIOR TO THE CLAIM ARISING.

Indemnification
1. By Pay-i
  We agree to indemnify, defend and hold You harmless from and against any and all third party losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from any claim by any third party that: (a) the technology used to provide the Services infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America; or (b) our gross negligence or willful misconduct; provided that You promptly notify us in writing of the claim, cooperate with us, and allow us sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, You agree to permit us, at our sole discretion, to enable You to continue to use our Services, or to modify or replace any such infringing material to make it non-infringing. If we determine that neither of these alternatives is available to Pay-i using commercially reasonable efforts, You shall, upon written notice from us (email to suffice), cease use of, such Services and materials (as applicable) that are the subject of the infringement claim. This Section shall not apply if the alleged infringement arises, in whole or in part, from (i) unauthorized modification and/or use of the Services, or any part thereof, by You; (ii) the combination, operation or use of the Services with other software, hardware or technology not provided by us; or (iii) related to any App used in connection with the Services (any of the foregoing circumstances under clauses (i), (ii), and (iii), a “Customer Indemnity Responsibility”). THIS SECTION STATES OUR ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
2. By You
  You agree to hold, harmless, indemnify, and, at our option, defend us from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from (a) Your gross negligence or willful misconduct; (b) a Customer Indemnity Responsibility; and/or (c) Your breach of this Agreement. You will not settle any third-party claim against us unless such settlement completely and forever releases us from all liability with respect to such claim or unless we consent to such settlement, and further provided that we will have the right, at our option, to participate in the defense thereof by counsel of our own choice.

Intellectual Property; Feedback
1. Pay-i (or its licensors) shall at all times own all right, title and interest in and to all code (both object code and source code), tools, routines, programs, designs, technology, ideas, processes, APIs, API keys, formulas, techniques, improvements, inventions and works of authorship in the Services, including, without limitation, all documentation related to the Services (e.g., FAQs, tutorials, demos, etc.) (“Documentation”) which were previously owned or licensed to Pay-i or which are made, developed, conceived or reduced to practice by Pay-i in connection with this Agreement, and all Intellectual Property Rights (defined below) contained therein (together with all improvements, upgrades and updates thereto) (collectively, the “Pay-i IP”). Other product and company names that are mentioned or provided as part of the Services, as applicable, may be trademarks of their respective owners. Customer will have no rights with respect to the Pay-i IP other than those expressly granted under this Agreement. Without Pay-i’s prior written consent, Customer shall have no right to develop (or to permit any third party to develop) any software tool or other application that interfaces with the Services.
2. Without limiting the generality of the foregoing, Pay-i may utilize all comments and suggestions for improvements or modifications, to any of Pay-i’s products, services or any other Pay-i IP, whether written or oral, furnished by You to Pay-i in connection with this Agreement. (All reports, comments and suggestions provided by You hereunder constitute, collectively, the “Feedback”). Accordingly, any developments or modifications made by You or Pay-i relating to any Pay-i product or service, or other Pay-i IP, whether or not influenced or suggested by You, are the sole and exclusive property of Pay-i. If You are ever held or deemed to hold any right, title or interest in or to such developments or modifications or the Feedback, then You hereby irrevocably assigns to Pay-i all such right, title and interest. “Intellectual Property” or “Intellectual Property Rights” collectively means any and all patents, patent registrations, patent applications, business processes, copyrights, data rights, trademarks, trade names, service marks, service names, trade secrets, mask works, moral rights, know-how or any other similar right arising or enforceable under the laws of the United States, any other jurisdiction, or bilateral or multi-lateral treaty regime.
Publicity
We may refer to or identify You as a customer by name and logo, including in promotional materials, on our Website and in press releases when listing customers of our Services.

Electronic Communications
The communications between You and Pay-i use electronic means, whether You visit the Website or send us emails, or whether Pay-i posts notices on the Services or communicates with You via email. For contractual purposes, You (a) consent to receive communications from Pay-i in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Pay-i provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. The foregoing does not affect Your non-waivable rights. You may also receive a copy of this Agreement by accessing the Website.

Changes to the Services; Changes to this Agreement
We may change the terms of this Agreement from time to time, and, unless we say otherwise, any such modifications become effective immediately upon being posted to the our Website(s), or through a notice provided through the Services, via email or by another appropriate means of electronic communication. It is Your sole responsibility to check the Website from time to time to view any such changes in the Agreement. If we make material changes, we will post the updated Agreement on this page with a “Last Updated” effective date of the revisions. If You do not agree to any changes, if and when such changes may be made to the Agreement, You must cease use of the Services. Your continued use of the Services after any modifications to these terms confirms your acceptance of the changes. If You do not agree to the updated Agreement, You must stop accessing and using our Services.

Pay-i also reserves the right to modify or discontinue, temporarily or permanently, or suspend the Services (or any part thereof) with or without notice. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You agree that we will not be liable to You or to any third party for any modification, suspension or discontinuance of the Services.

General Terms
1. Independent Contractors
  You and we are independent contracts, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement.
2. Assignment
  You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by You to do so will be invalid.
3. Severability
  Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.
4. Waiver
  Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision.
5. Governing Law
  This Agreement will be governed by the laws of the State of Washington without reference to its choice of law principles. You agree that the state and federal courts located within the State of Washington, in King County, will have exclusive jurisdiction over any dispute between You and us. However, You agree that we may seek equitable relief in any jurisdiction when appropriate.
6. Notices
  All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, facsimile transmission, email, or by certified or registered mail, return receipt requested, and deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to such address as either party may specify in writing. In the case of Pay-i, a copy of all notices shall also be sent via email to: admin@pay-i.com.
7. Export
  Each party agrees not to export, directly or indirectly, any data acquired from the other party or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations or the laws and regulations of any other applicable jurisdiction.
8. Force Majeure
  Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, shortages of electric power or other utilities, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party.
9. Entire Agreement
  These terms (together with all Exhibits, and Orders together constitute the entire and only agreement between You and us, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter of this Agreement. In the event of any conflict between these terms and an Order, the Order will govern.
10. No class or representative proceedings and class action waiver
  YOU AND PAY-I AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER IN ARBITRATION OR LITIGATION ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. Unless both you and Pay-i agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief or request for relief (such as a request for public injunctive relief) and all appeals have been exhausted or the decision is otherwise final, then the parties agree that such a claim or request for relief shall be decided by a court only after all other claims and requests for relief are arbitrated.
Contact Us
If you have questions or concerns or complaints about these terms, please contact us at:
admin@pay-i.com
2018 156^th Avenue NE, Suite 100 Bldg. F
Bellevue, WA 98007

EXHIBIT 1: DEFINITIONS

“Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Authorized User” means an employee of Customer or an individual consultant, vendor, or contractor engaged by and acting under the direction and control of Customer that Customer permits to access and use the Services. Pay-i acknowledges that Customer will not need to disclose the specific identity of such Authorized Users to Pay-i.

“Confidential Information” means non-public financial, technical or business information of the disclosing party (or any Affiliate) that is marked as confidential at the time of disclosure or that the receiving party should, from the circumstances surrounding its disclosure, know to be confidential. Confidential Information includes, in the case of Pay-i (or any Pay-i Affiliate), the Services, any and all source code relating thereto, and the Documentation, all pricing and Fees relating to the Services and related services, and any other non-public information or material regarding Pay-i’s legal or business affairs, products, services, financing, or customers. Confidential Information does not include information that is: (i) known to the receiving party prior to receipt from the other party, (ii) generally known or available in the industry or to the general public through no act or fault of the receiving party, (iii) acquired in good faith from a third party that has no obligation of confidentiality with respect to such information, (iv) required to be disclosed by applicable law, by order of court or by the rules, regulations, or order of any governmental agency (provided, that prior to making any such required disclosure, the receiving party first notifies the disclosing party and cooperates with the disclosing party in its efforts to seek confidential or protective treatment of such information or to minimize the scope of any such required disclosure), or (v) independently developed for one party by employees or agents of that party who do not have access to the Confidential Information of the other party.

“Documentation” means any written specifications, user documentation, training materials, validation test plans, and other documents relating to the Services that Pay-i provides or makes available to Customer.

“Pay-i API(s)” means those application program interfaces, import tools, registration pages and documentation of Pay-i through which Customer may access the Services, as applicable.

“Maximum Number of Authorized Users” means the maximum number of Authorized Users specified on the Order, as applicable.

“Order” means the applicable order form document which details the specifics of Customer’s Subscription, which will include a description of the Services, as well as details such as the fees paid for the Subscription (such Fees will be paid to Pay-i either directly by Customer or by the Reseller on Customer’s behalf, as applicable) (“Fees”), Subscription Term, Maximum Number of Authorized Users (where applicable), and any additional terms pertaining to the Services. Each Order will be between Pay-i and either: (a) the Reseller obtaining access to the Services on Customer’s behalf; or (b) Pay-i and Customer directly, as the case may be. The Order may take the form of either: (i) an order form provided by Pay-i and signed by Customer, or (ii) Customer’s purchase order provided to and accepted by Pay-i in writing.

“Reseller” means an authorized Pay-i reseller and/or distributor of the Services.

“Services” means the platforms, products, services, solutions, and data as specified on the Order, including all Updates thereto. For the avoidance of doubt, the Pay-i Platform, Website, the Pay-i APIs, Updates, and the Documentation, if (and in the scope and quantities) specified in the Order, shall be included in the definition of Services.

“Updates” means updates to the Services that are periodically made available to Customer during the Term through the Services.

“Website” means any website or other access point through which Pay-i provides access to the Services.

please see the revised language.