Payimu LLC
Terms & Conditions
Terms & Conditions
THIS SAAS SERVICE AGREEMENT (the “Agreement”), dated effective as of the date Customer submits this form by clicking the “Create Account” box provided through this website, which click you acknowledge constitutes a signature (the “Effective Date”) is by and between Lemons Squeezy, LLC, a Utah limited liability company (“Payimu LLC”), and the customer identified in the signature block below (“Customer”).
Payimu LLC has developed certain Software, as defined below, which Customer desires to use for its business purposes. Customer will be provided access to and use of the Software as part of the web-based Payimu LLC Service.
In consideration of the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, Customer and Payimu LLC agree as follows:
1. DEFINITIONS
1.1 “Account” means each individual Customer account in the Payimu LLC Service system that is associated with Customer’s subscription.
1.2 “Activation Date” means the later of the date this Agreement is executed by Customer and accepted by Payimu LLC.
1.3 “Administrative User” means Customer’s primary contact person with Payimu LLC, who has full access to the Payimu LLC Service and has the right and ability to control access for all other Authorized Users (i.e., can grant or restrict Payimu LLC Service access for other Authorized Users).
1.4 “Authorized User(s)” means any person that Customer allows to have access to the Payimu LLC Service and Customer’s account, including Customer’s employees and staff and any third parties that Customer allows to view or use the Payimu LLC Service.
1.5 “Billing Cycle” means each calendar month.
1.6 “Confidential Information” means all proprietary and confidential information exchanged by the parties or to which access is provided by one party to the other, including the Software; trade secrets; the substantive terms of this Agreement; a party’s non-public business, strategic and financial information; any plans, programs or forecasts; intellectual property; Customer Data; Third-Party Software and other third-party confidential information that is disclosed by one party to the other, any written materials marked as confidential and any other information, including visual or oral information, which reasonably should be understood to be confidential. Confidential Information does not include information that the receiving party can prove: (a) is now or later becomes generally available to the public without fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to its disclosure by the disclosing party; (c) is independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is obtained by the receiving party without obligation of confidentiality from a third party who has the right to disclose it. The receiving party may also disclose Confidential Information to the extent required under a judicial or legislative order or proceeding; provided that the receiving party gives the disclosing party, if feasible, prior notice and an opportunity to respond or object to such disclosure.
1.7 “Customer Data” means all information and data input by Customer or its Authorized Users into the Payimu LLC Service, including all usernames, passwords, and other data provided by Customer and its Borrowers. However, Customer Data does not include the Usage Data relating to Customer’s and its Users’ use of the Payimu LLC Service.
1.8 “Payimu LLC Service” means a web-based, hosted SaaS service. The Payimu LLC Service is hosted on servers of Payimu LLC or its agents, through which Customer is provided access to the Software via the Internet. The Payimu LLC Service may include any Third-Party Software that is embedded within the Payimu LLC Service or is made available to Customer under the terms of this Agreement, but excludes Third-Party Software that is licensed or provided to Customer under a separate license or subscription agreement.
1.9 “Prohibited Products” means the products listed on Appendix A hereto.
1.10 “Software” means the hosted computer software that Customer is granted the right to access and use as part of the Payimu LLC Service, including all systems, modules, web pages, websites, databases, software code, technology, etc., provided by Payimu LLC. “Software” includes all modifications, and all documentation and updates thereof.
1.11 “Third-Party Software” means any software or technology (including open source software) that is not part of the Payimu LLC Family Products.
2. FREE TRIAL
2.1 Free Trial Terms. From time to time, Payimu LLC will make the Payimu LLC Service available to Customer on a trial basis free of charge, in the form of a private, trial demo account, until the earlier of (a) the end of the free trial period for which Customer has registered or is registering to use the Payimu LLC Service, or (b) the automatic start date on which the trial converts to a paid subscription. Additional trial terms and conditions may appear on the trial registration web page or documentation. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. DURING THE FREE TRIAL PERIOD THE Payimu LLC SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR INDEMNITIES OF ANY KIND.
2.2 Automatic Subscription. YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE FREE TRIAL INVOLVES A “NEGATIVE OPTION” (I.E., AUTOMATIC ENROLLMENT IN A SUBSCRIPTION OF THE Payimu LLC SERVICE), AND THAT YOU MAY BE LIABLE AND RESPONSIBLE FOR THE PAYMENT OF FUTURE SUBSCRIPTION FEES UNDER THE TERMS OF THIS AGREEMENT IF YOU FAIL TO TERMINATE THE FREE TRIAL BEFORE ITS EXPIRATION DATE. YOU MAY CANCEL THE FREE TRIAL OR SUBSCRIPTION AT ANY TIME AS SPECIFIED HEREIN. HOWEVER, IF YOU FAIL TO CANCEL WITHIN 14 DAYS OF YOUR ORIGINAL 14 DAY TRIAL, YOU WILL BE CHARGED THE FULL RETAIL PRICE FOR MONTHLY SERVICES GOING FORWARD UNTIL YOU CANCEL.
2.3 Trial Data. ANY DATA ENTERED INTO THE Payimu LLC ACCOUNT DURING THE FREE TRIAL PERIOD MAY BE TEMPORARY ONLY. UPON ACTIVATION OF THE PAID SUBSCRIPTION, CUSTOMER MAY BE PROMPTED TO CHOOSE IF IT WISHES TO RETAIN PRIOR ENTERED DATA, OR IF SUCH DATA SHALL BE PURGED. IF CUSTOMER DOES NOT ACTIVATE THE Payimu LLC SERVICE (EITHER AUTOMATICALLY OR MANUALLY) AS A PAID SUBSCRIPTION OR DOES NOT ELECT TO RETAIN THE TRIAL PERIOD DATA, Payimu LLC MAY PURGE AND DELETE THAT TRIAL PERIOD DATA AT ANY TIME AFTER EXPIRATION OF THE TRIAL PERIOD.
3. ACCESS TO Payimu LLC SERVICE AND SOFTWARE
3.1 Payimu LLC Service. Payimu LLC grants Customer the non-exclusive and non-transferable right and license to access and use the Payimu LLC Service, including the Software, during the term of this Agreement, subject to the terms and conditions of this Agreement. Payimu LLC will make the Payimu LLC Service available for Customer and its Authorized Users to access during the term of this Agreement, subject to the terms and limitations set forth herein. The Payimu LLC Service may be hosted on Payimu LLC’s servers or, at Payimu LLC’s option, on the servers of a third party that is in the business of hosting web-based applications.
3.2 Access and URL. During the term of this Agreement, from and after the Activation Date and completion of initial configuration of the Payimu LLC Service for Customer, and provided that Customer has paid all fees due and owing and is in compliance with the terms of the Agreement, Customer and its Authorized Users will be able to access the Payimu LLC Service and use the Software. Payimu LLC will provide a URL for a website for use by Customer in the form of a sub-domain of Payimu LLC’s registered URL as chosen by Payimu LLC. If Customer chooses to sub-mask or forward a different URL to the URL provided by Payimu LLC, then Customer is solely responsible to independently purchase, retain ownership of and uphold terms and conditions of such URL.
3.3 Authorized Users. Authorized Users are granted a nonexclusive, non-transferable right to access and use the Payimu LLC Service for the sole benefit of Customer, subject to the terms of Payimu LLC’s End User Terms of Service, the current version of which is attached as Exhibit 1. Each Authorized User must accept the End User Terms of Service prior to accessing the Payimu LLC Service. The End User Terms of Service may be modified from time to time in Payimu LLC’s discretion; updated versions shall be effective upon notice to Authorized Users. Payimu LLC’s commitments, representations, and indemnities set forth in this Agreement apply only to Customer itself.
3.4 Restrictions. Customer and its Authorized Users will comply with the following restrictions and limitations: (a) not market, advertise, offer for sale, or sell any of the Prohibited Products in correlation with use of the Lemons Payimu LLC Service and the Software. (b) not copy or modify the content on the Payimu LLC websites, other than Customer Data, or any other materials or other proprietary documents provided by Payimu LLC; (c) not modify, alter, create derivative works of, reverse engineer, decompile or disassemble the Software; (d) not sublicense, distribute or sell the Payimu LLC Service or Software or Customer’s rights thereto, or allow any third parties to use or access the Payimu LLC Service or Software. For clarity, Customer and its Authorized Users are restricted to using the Payimu LLC Service and Software to service the provision of its own websites to the consuming public, and offer for sale, and sale, its own proprietary products through the website. (e) take all reasonable precautions to prevent Customer’s employees and consultants from making unauthorized copies of the Software, or other Payimu LLC materials or intellectual property, or misusing the Payimu LLC Service or such Payimu LLC materials or intellectual property in any way that would constitute a breach of this Agreement.
If Customer discovers any breaches of this Agreement by it or breach of the End User Terms of Service by its Authorized Users, it will promptly notify Payimu LLC and take commercially reasonable actions to resolve the problem, including any actions reasonably requested by Payimu LLC, as soon as reasonably possible. Payimu LLC reserves the right to audit Customer’s use of the Payimu LLC Service, upon twenty-four (24) hours’ prior written notice to Customer, to confirm that Customer’s use of the Payimu LLC Service is in compliance with the terms of this Agreement. Customer acknowledges the Payimu LLC may also monitor the Payimu LLC Service and Customer’s use thereof on Payimu LLC’s systems.
Payimu LLC has developed certain Software, as defined below, which Customer desires to use for its business purposes. Customer will be provided access to and use of the Software as part of the web-based Payimu LLC Service.
In consideration of the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, Customer and Payimu LLC agree as follows:
1. DEFINITIONS
1.1 “Account” means each individual Customer account in the Payimu LLC Service system that is associated with Customer’s subscription.
1.2 “Activation Date” means the later of the date this Agreement is executed by Customer and accepted by Payimu LLC.
1.3 “Administrative User” means Customer’s primary contact person with Payimu LLC, who has full access to the Payimu LLC Service and has the right and ability to control access for all other Authorized Users (i.e., can grant or restrict Payimu LLC Service access for other Authorized Users).
1.4 “Authorized User(s)” means any person that Customer allows to have access to the Payimu LLC Service and Customer’s account, including Customer’s employees and staff and any third parties that Customer allows to view or use the Payimu LLC Service.
1.5 “Billing Cycle” means each calendar month.
1.6 “Confidential Information” means all proprietary and confidential information exchanged by the parties or to which access is provided by one party to the other, including the Software; trade secrets; the substantive terms of this Agreement; a party’s non-public business, strategic and financial information; any plans, programs or forecasts; intellectual property; Customer Data; Third-Party Software and other third-party confidential information that is disclosed by one party to the other, any written materials marked as confidential and any other information, including visual or oral information, which reasonably should be understood to be confidential. Confidential Information does not include information that the receiving party can prove: (a) is now or later becomes generally available to the public without fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to its disclosure by the disclosing party; (c) is independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is obtained by the receiving party without obligation of confidentiality from a third party who has the right to disclose it. The receiving party may also disclose Confidential Information to the extent required under a judicial or legislative order or proceeding; provided that the receiving party gives the disclosing party, if feasible, prior notice and an opportunity to respond or object to such disclosure.
1.7 “Customer Data” means all information and data input by Customer or its Authorized Users into the Payimu LLC Service, including all usernames, passwords, and other data provided by Customer and its Borrowers. However, Customer Data does not include the Usage Data relating to Customer’s and its Users’ use of the Payimu LLC Service.
1.8 “Payimu LLC Service” means a web-based, hosted SaaS service. The Payimu LLC Service is hosted on servers of Payimu LLC or its agents, through which Customer is provided access to the Software via the Internet. The Payimu LLC Service may include any Third-Party Software that is embedded within the Payimu LLC Service or is made available to Customer under the terms of this Agreement, but excludes Third-Party Software that is licensed or provided to Customer under a separate license or subscription agreement.
1.9 “Prohibited Products” means the products listed on Appendix A hereto.
1.10 “Software” means the hosted computer software that Customer is granted the right to access and use as part of the Payimu LLC Service, including all systems, modules, web pages, websites, databases, software code, technology, etc., provided by Payimu LLC. “Software” includes all modifications, and all documentation and updates thereof.
1.11 “Third-Party Software” means any software or technology (including open source software) that is not part of the Payimu LLC Family Products.
2. FREE TRIAL
2.1 Free Trial Terms. From time to time, Payimu LLC will make the Payimu LLC Service available to Customer on a trial basis free of charge, in the form of a private, trial demo account, until the earlier of (a) the end of the free trial period for which Customer has registered or is registering to use the Payimu LLC Service, or (b) the automatic start date on which the trial converts to a paid subscription. Additional trial terms and conditions may appear on the trial registration web page or documentation. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. DURING THE FREE TRIAL PERIOD THE Payimu LLC SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR INDEMNITIES OF ANY KIND.
2.2 Automatic Subscription. YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE FREE TRIAL INVOLVES A “NEGATIVE OPTION” (I.E., AUTOMATIC ENROLLMENT IN A SUBSCRIPTION OF THE Payimu LLC SERVICE), AND THAT YOU MAY BE LIABLE AND RESPONSIBLE FOR THE PAYMENT OF FUTURE SUBSCRIPTION FEES UNDER THE TERMS OF THIS AGREEMENT IF YOU FAIL TO TERMINATE THE FREE TRIAL BEFORE ITS EXPIRATION DATE. YOU MAY CANCEL THE FREE TRIAL OR SUBSCRIPTION AT ANY TIME AS SPECIFIED HEREIN. HOWEVER, IF YOU FAIL TO CANCEL WITHIN 14 DAYS OF YOUR ORIGINAL 14 DAY TRIAL, YOU WILL BE CHARGED THE FULL RETAIL PRICE FOR MONTHLY SERVICES GOING FORWARD UNTIL YOU CANCEL.
2.3 Trial Data. ANY DATA ENTERED INTO THE Payimu LLC ACCOUNT DURING THE FREE TRIAL PERIOD MAY BE TEMPORARY ONLY. UPON ACTIVATION OF THE PAID SUBSCRIPTION, CUSTOMER MAY BE PROMPTED TO CHOOSE IF IT WISHES TO RETAIN PRIOR ENTERED DATA, OR IF SUCH DATA SHALL BE PURGED. IF CUSTOMER DOES NOT ACTIVATE THE Payimu LLC SERVICE (EITHER AUTOMATICALLY OR MANUALLY) AS A PAID SUBSCRIPTION OR DOES NOT ELECT TO RETAIN THE TRIAL PERIOD DATA, Payimu LLC MAY PURGE AND DELETE THAT TRIAL PERIOD DATA AT ANY TIME AFTER EXPIRATION OF THE TRIAL PERIOD.
3. ACCESS TO Payimu LLC SERVICE AND SOFTWARE
3.1 Payimu LLC Service. Payimu LLC grants Customer the non-exclusive and non-transferable right and license to access and use the Payimu LLC Service, including the Software, during the term of this Agreement, subject to the terms and conditions of this Agreement. Payimu LLC will make the Payimu LLC Service available for Customer and its Authorized Users to access during the term of this Agreement, subject to the terms and limitations set forth herein. The Payimu LLC Service may be hosted on Payimu LLC’s servers or, at Payimu LLC’s option, on the servers of a third party that is in the business of hosting web-based applications.
3.2 Access and URL. During the term of this Agreement, from and after the Activation Date and completion of initial configuration of the Payimu LLC Service for Customer, and provided that Customer has paid all fees due and owing and is in compliance with the terms of the Agreement, Customer and its Authorized Users will be able to access the Payimu LLC Service and use the Software. Payimu LLC will provide a URL for a website for use by Customer in the form of a sub-domain of Payimu LLC’s registered URL as chosen by Payimu LLC. If Customer chooses to sub-mask or forward a different URL to the URL provided by Payimu LLC, then Customer is solely responsible to independently purchase, retain ownership of and uphold terms and conditions of such URL.
3.3 Authorized Users. Authorized Users are granted a nonexclusive, non-transferable right to access and use the Payimu LLC Service for the sole benefit of Customer, subject to the terms of Payimu LLC’s End User Terms of Service, the current version of which is attached as Exhibit 1. Each Authorized User must accept the End User Terms of Service prior to accessing the Payimu LLC Service. The End User Terms of Service may be modified from time to time in Payimu LLC’s discretion; updated versions shall be effective upon notice to Authorized Users. Payimu LLC’s commitments, representations, and indemnities set forth in this Agreement apply only to Customer itself.
3.4 Restrictions. Customer and its Authorized Users will comply with the following restrictions and limitations: (a) not market, advertise, offer for sale, or sell any of the Prohibited Products in correlation with use of the Lemons Payimu LLC Service and the Software. (b) not copy or modify the content on the Payimu LLC websites, other than Customer Data, or any other materials or other proprietary documents provided by Payimu LLC; (c) not modify, alter, create derivative works of, reverse engineer, decompile or disassemble the Software; (d) not sublicense, distribute or sell the Payimu LLC Service or Software or Customer’s rights thereto, or allow any third parties to use or access the Payimu LLC Service or Software. For clarity, Customer and its Authorized Users are restricted to using the Payimu LLC Service and Software to service the provision of its own websites to the consuming public, and offer for sale, and sale, its own proprietary products through the website. (e) take all reasonable precautions to prevent Customer’s employees and consultants from making unauthorized copies of the Software, or other Payimu LLC materials or intellectual property, or misusing the Payimu LLC Service or such Payimu LLC materials or intellectual property in any way that would constitute a breach of this Agreement.
If Customer discovers any breaches of this Agreement by it or breach of the End User Terms of Service by its Authorized Users, it will promptly notify Payimu LLC and take commercially reasonable actions to resolve the problem, including any actions reasonably requested by Payimu LLC, as soon as reasonably possible. Payimu LLC reserves the right to audit Customer’s use of the Payimu LLC Service, upon twenty-four (24) hours’ prior written notice to Customer, to confirm that Customer’s use of the Payimu LLC Service is in compliance with the terms of this Agreement. Customer acknowledges the Payimu LLC may also monitor the Payimu LLC Service and Customer’s use thereof on Payimu LLC’s systems.
