Terms of Service

VERSION 1.22

USER TERMS OF SERVICE AGREEMENT

Pay Ten Payment Services Provider LLC, a company with license number 1247708 incorporated under the laws of the United Arab Emirates and having its registered place of business at Office 1002, U-Bora Office Tower, Business Bay, Dubai, United Arab Emirates (“Pay10”, “We”, “Us” or the “Company”). Pay10 offers merchants various products and services relating to payment processing directly through Pay10 and through Third-Party service providers.

In order for you as an individual (“You”, “Your” or “Yourself”), to use the Pay10 payment processing services, payment gateway services and other products and services, as such descriptions may be changed from time to time by Pay10 (“Pay10 Services”), you hereby agree to, and accept, the terms and conditions set out in this agreement.

The User Terms of Service Agreement is made up of: (a) the terms and conditions set out below; (b) Pay10’s Privacy Policy which is available on the Pay10 App and/or on the Pay10 website; (c) all applicable appendices/schedules referred to herein; and (d) terms and conditions stated on the Pay10 App and web pages incorporated by reference in this agreement (“Agreement”).

Please read this Agreement carefully. You understand that by using any of the Pay10 Services, by clicking on the “I AGREE TO ALL TERMS ABOVE” button (or similar button captioned with acceptance language) and/or signing this Agreement (whether physically or digitally), you represent and warrant that you (i) are over eighteen (18) years of age (ii) have reviewed and understand the Agreement; and (iii) agree to be legally bound by all terms and conditions of this Agreement, which terms and conditions may be changed from time to time at the sole discretion of Pay10, and without notice to you.

If you do not agree or you are not willing to be bound by any of the terms and conditions of this Agreement, do not click on the “I AGREE TO ALL TERMS ABOVE” or similarly captioned button, and immediately refrain from using any of the Pay10 Services. Your continuation and/or use of the Pay10 Services is regarded as Your acceptance and agreement to the terms and conditions of this Agreement.

DEFINITIONS

“Account” means an account portal established for You by Pay10 and accessed by You (or by Pay10 on Your behalf) through an API or integration or online portal to utilize the Pay10 Services.

“AED” means the official currency of the United Arab Emirates being the dirham.

“Agreement” the terms and conditions set out in this agreement and the relevant schedules.

“API” means an application programming interface.

“Applicable Law” means the laws of the United Arab Emirates.

“Authorization” means the process by which the Issuer and/or the relevant Card Association electronically or otherwise convey the approval of Your payment with respect to a Transaction on the Merchant Platform.

“Card Association” means any network or association associated with processing Payment Cards of a specific brand, including but not limited to American Express Company, Discover Financial Services, JCB Co., Ltd., Mastercard Incorporated, Visa Inc., or any debit network, and each of their subsidiaries and successors.

“Chargeback” means a request from You for an approved and settled Transaction amount to be reversed to You.

“Confidential Information” means, without any limitation as to the type or format, any information, data, trade secrets, know-how, provided or disclosed directly, or indirectly, in writing or orally, either designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential, products, product plans, services, services documentation (in whatever form or media provided), user data, revenue, markets, software developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration, marketing, marketing materials, financial or other business information, or the financial terms of this Agreement. Data, as defined in this Agreement, are deemed Confidential Information.

“Data” has the meaning set forth in Section 5: Data (Security, Collection, Transfer and Retention) and Credentials.

“Day” means calendar day.

“Effective Date” means the earlier of the date You use the Pay10 Services or acknowledge Your acceptance of the Agreement by any method, including without limitation execution (whether by physical or digital signature) of this Agreement.

“Intellectual Property” means mean any domestic or foreign letter patent, patent, patent application, patent license, inventions, invention disclosures, software license or know-how license, know-how, formulae & processes, trade name, or other trademark, service mark, license of trademark, trade name and/or service mark, trademark or service mark registration and application, service mark registration and application, copyright registration and application, or trade secret, proprietary data & data bases & all other similar items of intellectual property, whether registered or not, including any rights created by use thereof, all proceeds thereof (e.g.: licenses and royalties).

“Issuing Bank” or “Issuer” means the bank where You have your banking account.

“Merchant” means any vendor of products or services that has signed up with Pay10 to be able to offer its customers the ability to make payments to the vendor through the use of the Pay10 App.

“Party” or “Parties” reference to Party means either Pay10 or You as the context indicates, and Parties means both Pay10 and You collectively.

“PCI DSS” means Payment Card Industry Data Security Standard issued by the Payment Card Industry Security Standards Council.

“Privacy Policy” means the Pay10 Privacy Policy available either on the Pay10 App, Pay10’s website or otherwise provided and which may be modified by Pay10 in its sole discretion without notice to you.

“Rules” means the rules, requirements, policies, procedures, and standards issued by the Card Associations or other industry bodies such as the PCI Security Standards Council, including without limitation the PCI DSS and the PCI Software Security Framework, or any successor or replacement framework or standard implemented by the PCI Security Standards Council, as each may be amended from time to time by the Card Associations or other applicable authorities.

“Third-Party” means any party besides You and Pay10.

“Third-Party Service Provider” means a Third-Party entity that maintains aspects of the Pay10 Services or provides certain bank and/or merchant payment services including but not limited to billing, reporting, customer service, authorization, and settlement services.

“Trademark(s)” means all common law or registered trademarks, service marks, trade names and trade dress rights and/or similar or related rights under any laws of any country or jurisdiction, including but not limited to the United Arab Emirates whether existing now or hereafter adopted.

“Transaction(s)” means any billable occurrence completed or submitted under Your Account including but not limited to sale, void, refund, credit, offline force, capture, authorization, validate, update or settlement regardless of whether approved or declined.

“UAE” means the United Arab Emirates.

TERM

The term of the Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated pursuant to Section 9 (Termination) (“Term”).

LEGAL

By accepting the terms and conditions of this Agreement, You represent and warrant that

All information and documentation You have provided, and will provide, to Pay10 is true and correct in all respects
You will promptly update Pay10 in writing with any changes to information and documentation You have previously supplied. Pay10 fully reserves its right to, temporarily or permanently, reject, refuse, block, and/or suspend Your access to the Pay10 Services and/or to terminate this Agreement, with or without notice to You, if Pay10 reasonably believes, at its sole and absolute discretion, that You have supplied any information which is misleading, untrue, inaccurate, fraudulent, or incomplete, or Pay10 forms the view, at its sole and absolute discretion, that continuing to do business with You is not in the interests of Pay10.
You shall at all times use the Pay10 Services for lawful purposes and in full compliance with applicable laws and regulations of the UAE.

USE OF PAY10 SERVICES

Pay10 Services Grant to You

In order for You to access the Pay10 Services, you will need to first download the Pay10 application (“Pay10 App”) which is subject to the terms and conditions of this Agreement. You will need to follow the Account opening and activation application process which requires You to upload the required information and documentation (which list is not exhaustive) (“Application Documentation”), and Pay10 reserves the full right to request further and/or additional information as it sees fit in its sole and absolute discretion. The list of Application Documentation is detailed in the Account opening and activation application process of the Pay10 App. Each Account opening and activation application is assessed by Pay10 for regulatory, legal, compliance, governance and business purposes, and in the event that the application is successfully processed, you shall be permitted to use the Pay10 Services, subject to this Agreement. (
You are granted a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right to use the Pay10 Services during the Term so long as You are in compliance with (i) all of the terms and conditions of this Agreement; and (ii) the current policies, procedures, guidelines and restrictions contained in this Agreement and policies, procedures, guidelines and restrictions communicated to You by Pay10, all of which may be amended by Pay10 from time to time. Pay10 shall, directly or through its Third-Party Service Providers, provide the Pay10 Services to You in accordance with this Agreement and the rights granted to You under this Agreement are for the purposes contained in this Agreement and for no other purpose. (
In addition to Your compliance with this Agreement, You will comply, at Your own expense, with all Rules, and applicable laws, regulations, rules, ordinances and orders of governmental authorities. You shall not use the Pay10 Services in any prohibited manner, including, but not limited to, those set forth in the Rules and/or in furtherance of any activity that may cause Pay10 or any Third-Party to be subject to, including but not limited to, liability, loss, negative reputational harm, investigation, prosecution, or legal action.
You undertake to ensure that the Pay10 App is updated at all times so as to ensure security and efficiency of use. 4

Data License Grant by You to Pay10

You grant Pay10 a royalty-free, non-exclusive and sublicensable license to use Data, materials, and other intellectual property as necessary or useful for Pay10 to provide the Pay10 Services to You and to otherwise perform Pay10’s obligations under this Agreement. Pay10 may collect and hold Data from and about You: (a) for the purpose of providing You with the Pay10 Services; and/or (b) to consider Your eligibility for the Pay10 Services. You understand and agree that such Data may be shared with and used by certain Third-Parties (including without limitation Third-Party Service Providers, government agencies, or courts). Additionally, you understand that such Data may be shared with Pay10 by such certain Third-Parties and You authorize Pay10 to receive Your Data from such Third-Parties.

Support of Pay10 Services

Regardless of whether Pay10 Services are provided by Pay10 directly or through a Third-Party Service Provider, You and Pay10 agree that Pay10 (and not the Third-Party Service Provider) will provide first line support to You on issues relating to Your use of the Pay10 Services. You acknowledge and agree that You will look to Pay10 for all support, including for any Pay10 Services provided by a Third-Party Service Provider, or any additional supplier, agent, vendor, contractor or Third-Party providing any part of the Pay10 Services.

DATA (SECURITY, COLLECTION, TRANSFER AND RETENTION) AND CREDENTIALS

Use and Sharing of Your Data

Pay10 will collect, retain, use, store, transmit, process and share information and Data collected from You, and Pay10 will share such information and Data with its Third-Party Service Providers, in accordance with Pay10’s Privacy Policy. You consent, to the collection, use, retention, storage, transmission, processing and transfer of Data, and the sharing of Data with Third-Party Service Providers and other Third-Party vendors, agents, and suppliers, as described in this section and pursuant to Pay10’s Privacy Policy. You agree to monitor Pay10’s Privacy Policy periodically to review any possible amendments. By using the Pay10 Services after modifications to Pay10’s Privacy Policy, You have agreed to such amendments. (
Pay10 may collect, use, share, and hold personal or non-public information about You, including but not limited to: Your name, address, telephone number, email address, social security number and/or tax identification number and payment data, Transaction data, including account numbers and purchase history (“Data”) for the purpose of considering eligibility for the Pay10 Services and for the purpose of providing You with the Pay10 Services. Pay10 shall have the right to (i) use the Data as necessary to perform the Pay10 Services (including distributing the Data to its Third-Party Service Providers and other Third-Parties, as requested by You and as necessary to perform the Pay10 Service); (ii) maintain the Data as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes; (iii) compile and disclose Data in the aggregate where the Data is not identifiable, including without limitation, calculating merchant averages by region or industry; and (iv) provide the Data as required by Rules, law or court order, or to defend Pay10’s rights in a legal dispute. Pay10, its subsidiaries, Third-Party Service Providers, suppliers and/or their agents and/or contractors may have access to, use, and transfer such Data among themselves as necessary for the purpose of the provision and management of the Pay10 Services. Pay10 may further transfer Data (a) with non-affiliated entities that assist Pay10 in providing products and services that You have requested; (b) with companies that provide support services to Pay10; (c) with companies that provide marketing services on behalf of Pay10; or (d) as otherwise provided by law. (
In evaluating Your eligibility for, provision of, administration and management of the Pay10 Services, as well as under circumstances described in the Privacy Policy that may be changed from time to time, Pay10 may obtain various consumer reports regarding You from Third-Parties, run a credit check or obtain other personal or credit information about You. Pursuant to such, Pay10 may, from time to time, obtain consumer-identifying and credit information (including credit reports) and other consumer reports from multiple consumer reporting for the purpose of verifying Your identity and evaluating the fraud and credit risk associated with You in connection with a business transaction. You expressly authorize Pay10 to investigate Your individual history and background, consumer-identifying and credit information, and to obtain credit or consumer reports or other background investigation reports on You that Pay10 consider necessary to both review the acceptance of Your application initially, and thereafter at any time during your use of the Pay10 Services. You also authorize any person or credit reporting agency that issues consumer reports to answer those credit inquiries and to furnish that information to Pay10. You represent and warrant to Pay10 that that such information and documentation will comply with all applicable requirements under all state and federal laws and regulations in the UAE for the purposes of this Agreement.
While Pay10 uses commercially reasonable efforts to safeguard Data obtained, processed, stored, and transmitted while using Pay10 Services, Pay10 does not warrant that Data will be processed, stored and/or transmitted without unauthorized interception or modification or that Data will not be accessed or compromised by any unauthorized Third-Parties.
With respect to the Pay10 Services, to the extent applicable to Pay10, Pay10 will maintain compliance with the PCI DSS.

Your Duties Towards Data Security

You will comply at all times with the terms of this Agreement, all applicable Rules, and then-current legal obligations and security measures including without limitation those issued by the United Arab Emirates government, federal, state and municipal laws, regulations and ordinances, Card Association, PCI DSS and any other governing body. You will comply with all Pay10 security protocols, notices and safeguards in effect during the term of this Agreement. Notwithstanding Pay10’s assistance in understanding the Rules, You expressly acknowledge and agree that You are assuming the risk of compliance with all provisions of the Rules, regardless of whether You have possession of such Rules. You warrant that You have taken such precautions as are necessary to ensure that Your Data is protected, and that Your electronic and physical systems are secure from breach, intrusion, virus and compromise by any unauthorized Third-Parties. In the event that Your system is breached and an unauthorized Third-Party has access to or has accessed Data, You shall notify the designated parties as required under any applicable laws or industry guidelines and shall immediately notify Pay10 of such breach and take such prompt action and precautions as necessary to prevent any continuous or additional breach, and to mitigate any further loss and / or damages to You). You agree and undertake to fully indemnify Pay10 against any and all losses and / or damages arising from your system being breached and access gained to Data by an unauthorized Third-Party.
You are solely responsible for the security of Data residing on servers owned or operated by You, or any Third-Party designated by You (e.g., a web hosting company, processor, or other service provider), including Payment Card numbers and any other Data. You shall comply with all Card Association rules, applicable laws and regulations governing the collection, retention, storage, transfer and use by You of Payment Card and other financial information
You are solely responsible for verifying the veracity, accuracy and completeness of all Transactions submitted to and processed by Pay10 associated with Your Account, and for verifying that all corresponding funds are accurately processed. If You use any API provided in connection with the Pay10 Services, You are solely responsible for such use of the API, the security of Your credentials associated with the API, and the security of information and data submitted through the API. The fees associated with any and all Transactions and associated Data submitted to Pay10 are earned by Pay10 and shall not be reimbursed. Pay10 and its Third-Party Service Providers will not be liable for any Transactions, including without limitation those that are unauthorized, improperly processed or approved, wrongfully declined, or otherwise, or for any access to any Transaction or Account data, including without limitation any unauthorized, illegal, or fraudulent access. Pay10’s liability for unauthorized Transactions or improperly processed Transactions solely attributable to the negligence of Pay10 is limited pursuant to Section 12 (Limitation of Liability).
You are solely responsible for compiling and retaining permanent records of all Data for Your reference. Except as otherwise provided in this Agreement, Pay10 shall have no obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or other Data collected or processed by Pay10. Upon termination of this Agreement, Pay10shall have no obligation to provide You with any Data. You shall use proper controls for and limit access to all Data. Prior to discard You shall render all Data unreadable and abide by any laws or regulations imposed on You for Data destruction and/or disposal.

Your Username and Password Credentials

In connection with Your rights described in Section 4.1 (Pay10 Services Grant to You), Pay10 will issue to You, or permit You to use a username and password, to enable You to access Your Account and use the Pay10 Services. You will restrict access to such username, password, as may be reasonably necessary and consistent with the purposes of this Agreement and You fully indemnify Pay10 for any losses and/or damages arising from use of Your username and password credentials under any circumstances whasoever.
You are solely responsible for maintaining adequate security and control of any and all usernames, passwords, or any other codes that are issued to You by Pay10 or selected by You, for purposes of giving You access to the Pay10 Services. Pay10 shall be entitled to rely on information it receives from You and may assume that all such information was lawfully transmitted by or on behalf of You with the necessary authorizations from You.

REJECTION

Pay10 reserves the right, in its sole and absolute discretion, to, with or without cause, reject and/or refuse to process as part of the Pay10 Services any payment by You.

REFUND

In the event that Pay10 receives a request from You for a refund of any amount of any payment made by You with respect to any Transaction where for whatever reason, the Merchant is unable to perform/provide the product and/or service (whether in whole or in part) which You procured from the Merchant and paid for using the Pay10 Services, Pay10 shall contact the Merchant to establish the circumstance, and Pay10 shall, in its sole and absolute discretion, decide on whether any refund is to be effected and the amount of any such refund.
It is agreed that Pay10 is entitled to the Service Fees for every Transaction submitted on the Pay10 App by You, irrespective of any refund as specified herein.

INTELLECTUAL PROPERTY

As between Pay10 and You, Pay10 (or its Third-Party Service Providers, as applicable) owns and retains all right, title and interest in and to the Pay10 Services, Trademarks, copyrights, technology and any related technology utilized under or in connection with this Agreement, including but not limited to all Intellectual Property rights associated pursuant to this Agreement. No title to or ownership, whether in whole or in part, of any of the foregoing is granted or otherwise transferred to You, or any other entity or person under this Agreement. You shall not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of Pay10 Services or related technology. You agree to promptly report to Pay10 any unauthorized use or infringement of the Pay10 Services or any Pay10’s Intellectual Property which comes to Your attention.

TERMINATION

Termination by You

You may terminate this Agreement with or without cause, and for any reason, by providing Pay10 with at least thirty (30) Days written notice of Your intent to terminate this Agreement.

Termination by Pay10

Pay10 may terminate this Agreement and/or terminate Your use of Pay10 Services immediately, or at any time, without advance or prior notice and with or without cause, for any reason including without limitation to Your breach or default of any obligation set forth in this Agreement or if Pay10 determines, in its sole discretion, that Your activities/practices are detrimental to the achievement of Pay10’s business objectives, or if a Pay10’s relationship with its Third-Party Service Provider terminates or the Third-Party Service Provider otherwise ceases supplying Pay10 with services necessary for the delivery of the Pay10 Services.

Effect of Termination and Survival

Upon termination of this Agreement for any reason whatsoever, all rights and interests under this Agreement shall be extinguished and shall be given no further force or effect except that (i) all accrued payment obligations under this Agreement shall survive such expiration or termination; and (ii) the rights and obligations of the parties under Section 14.9 (Survival) shall survive termination.

CONFIDENTIALITY AND NONDISCLOSURE

Use of Confidential Information

Each party that receives Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) agrees to use reasonable best efforts to protect all Confidential Information provided by or disclosed by the Disclosing Party, and in any event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature. The Receiving Party will only use the Confidential Information of the Disclosing Party to perform its obligations under this Agreement. Each party agrees that the terms and conditions of this Agreement will be Confidential Information, provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business.
Each party agrees not to divulge any confidential information, trade secrets or know how or any information derived therefrom to any third person or entity and shall only disclose Confidential Information to employees, agents, contractors, or required third persons on a “need to know” basis who have executed a nondisclosure agreement with similar terms and obligations as restrictive as those set forth in this Agreement.
The Receiving Party shall not make any use whatsoever at any time of the Disclosing Party’s Confidential Information except as permitted by, or in order to comply with its obligations under, this Agreement.
The Receiving Party shall not copy (in any form whether in physical or digital versions) or reverse engineer any portion of the Disclosing Party’s Confidential Information.

Exclusions

The foregoing restrictions will not apply to any information that: (a) the Receiving Party can document it had in its possession prior to disclosure by the Disclosing Party, (b) was in or entered the public domain through no fault of the Receiving Party, (c) is disclosed to the Receiving Party by a Third-Party legally entitled to make such disclosure without violation of any obligation of confidentiality, (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed), or (e) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party.

Return of Confidential Information

Upon written request of the Disclosing Party and at Disclosing Party’s sole discretion, Receiving Party will destroy or return to Disclosing Party all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information of the Disclosing Party. Such destruction will be certified in writing by Receiving Party.

Injunctive Relief

Each party acknowledges that breach of this provision by itself may result in irreparable harm to the other party, for which money damages could be an insufficient remedy, and therefore that the other party may be entitled to seek injunctive relief to enforce the provisions of this Section 10 (Confidentiality And Nondisclosure).

REPRESENTATIONS AND WARRANTIES

Mutual Representations and Warranties

Each party represents and warrants to the other that (a) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (b) the party’s obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; (c) it has all necessary right, power and ability to execute this Agreement and to perform its obligations under this Agreement; and (d) no authorization or approval from any Third-Party is required in connection with such party’s execution, delivery or performance of this Agreement.

Your Representations and Warranties

You represent and warrant that (i) all statements made by You pursuant to this Agreement, or in any other document relating hereto by You or on Your behalf, are true, accurate and complete in all material respects; (ii) all Transactions submitted in connection with the Pay10 Services are for bona fide and compliant with applicable Rules, laws, and regulations; (iii) You have all necessary right to any data or materials You use or provide to Pay10 in conjunction with the Pay10 Services, and no such data or materials infringe the intellectual property rights of any Third-Party. You authorize Pay10 to investigate and confirm the information submitted by You. For this purpose, Pay10 may utilize credit bureau / reporting agencies and / or its own agents, as described in Section 5.1(b) (Use of Your Data).
You represent and warrant that You will comply with all Rules, applicable laws, regulations, rules, ordinances and orders of governmental authorities having jurisdiction.
You will abide with all material terms of the then current policies, procedures, and guidelines of Pay10 governing the Pay10 Services.

Pay10 Representations and Warranties

Pay10 Services are designed for use with certain Third-Party programs, including, without limitation, certain internet browser software programs. You will look solely to the developers and manufacturers of such programs with regard to warranty, maintenance or other support regarding the same. Pay10 makes no warranty, express or implied, with regard to any such Third-Party software. Pay10 does not warrant the services of any Third-Party, including without limitation Third-Party Service Providers, or the Card Association.

Warranty Disclaimer

Pay10 Services are provided on an “as is” and “as available” basis, without any representations or warranties. Pay10 and its Third-Party Service Providers do not represent or warrant that the Pay10 Services will be available, accessible, uninterrupted, timely, secure, accurate, complete, or entirely error free. You may not rely upon any representation or warranty regarding the Pay10 Services by any Third-Party in contravention of the foregoing statements, including, but not limited to representations by Third-Party Service Providers. Pay10 and its Third-Party Service Providers specifically disclaim all representations, warranties and conditions whether express or implied arising by statute, operation of law, usage of trade, course of dealing, or otherwise, including but not limited to warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, or title with respect to the Pay10 Services, or other services or goods provided under this Agreement. You understand and agree that Pay10 and its Third-Party Service Providers shall bear no risk with respect to Your sale of products or services, including without limitation, any risk associated with credit card fraud, ach fraud, check fraud or chargebacks.

LIMITATION OF LIABILITY

Pay10 disclaimers

Pay10 and its Third-Party Service Providers expressly disclaim any liability or loss, however occurring including negligence, which arises from or related to any unauthorized access to your Account, facilities, or to your Data or programs due to accident, illegal or fraudulent means or devices used by any Third-Party, or other causes beyond Pay10’s reasonable control.
Pay10 and its Third-Party Service Providers expressly disclaim any liability or loss, however occurring including negligence, arising from or related to: (i) Your failure to properly activate, integrate or secure Your Account(s); (ii) fraudulent transactions processed through Your Account(s); (iii) disruption of Pay10 Services, systems, server or web site by any means, including without limitation, ddos attacks, software viruses, trojan horses, worms, time bombs, or any other technology; (iv) actions or inactions by any Third-Party, including without limitation, a Third-Party Service Provider, or acquiring bank; (v) unauthorized access to Your Data including but not limited to, payment card numbers, other personally identifiable information, transaction data or personal information belonging to Pay10, You, or any Third-Party; or (vi) Your sale of products or services (including without limitation any risk associated with payment card fraud, ach fraud, check fraud, chargebacks, transaction rating, improperly authorized transactions, legitimate but unauthorized transactions, data transmission errors, or any action or omission by a Third-Party).

Pay10 Limitation of Liability

Under no circumstances will Pay10 or any of its parents, affiliates or Third-Party providers, or any of its officers, directors, employees or agents, be liable for any indirect, incidental, consequential, special or exemplary damages however or whenever arising, including, without limitation, damages for lost revenue, lost profits, anticipated profits, lost business or injury to business reputation, cost of procurement of substitute services, under any theory of liability or cause of action whether in tort, including negligence, contract or otherwise, regardless of whether it has been advised of the possibility of such damages. Any fines, fees, penalties, assessments or other amounts imposed by the card associations are direct damages and will not be deemed to be special, incidental, consequential, or punitive damages.
Pay10’s total liability to You, whether arising in tort (including negligence), contract or otherwise, under this Agreement or regarding any Pay10 Services shall not exceed the aggregate compensation Pay10 received for providing the Pay10 Services to You during the thirty (30) Days preceding the date on which the claim arose or AED100.00, whichever is less.
You will remain liable for any liabilities and losses and other amounts incurred by Pay10 arising under this Agreement that are attributable in whole or in part to: (i) Your breach of any provision of this Agreement or other applicable agreement associated with the Pay10 Services; (ii) any information, Data, or Transactions that You know or should have known contains inaccuracies or omissions; and/or (iii) any security breach or unauthorized access to Data or Confidential Information caused by the actions of You.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless Pay10 and its Third-Party Service Providers, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by Pay10, arising out of or relating to (i) any breach or alleged breach by You of any representation, warranty, or obligation of You set forth in this Agreement; (ii) Your violation or non-compliance with any Rules, applicable law, rule, regulation, order; (iii) any damage or loss caused by negligence, fraud, dishonesty or wilful misconduct by You; (iv) the reliability, accuracy, or legitimacy of Data or purchase orders submitted by You to Pay10; (v) Transactions, including unauthorized or fraudulent Transactions, submitted using the Pay10 Services, including Transactions rejected by Pay10 or an issuing bank, and; (vi) ) any alleged infringement of a patent, copyright, trademark or other intellectual property right by You or arising from any data or other materials or technology supplied by You or from Your use of the Pay10 Services in an unauthorized manner; (vii) any alleged or actual violation or non-compliance by You of any Rules, applicable laws, regulations or rules of (a) the Card Associations, including non-compliance of PCI-DSS; (b) or any regulatory body or agency having jurisdiction over the subject matter hereof; (viii) any violation of Pay10’s policies or guidelines; or (ix) any data breach or any unauthorized access, use, or disclosure of Confidential Information, personal data, card information, or Your credentials from systems and networks controlled by You or Your service providers. In the event You cause fines and/or penalties to be charged to Pay10 by the Card Associations or any other entity, You agree to immediately reimburse Pay10 for such fines and penalties.

GENERAL PROVISIONS

Non-exclusivity

Each Party acknowledges and agrees that the rights granted to the other Party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either Party from participating in similar business arrangements as those described in this Agreement.

Notices

All notices to You shall be given electronically, sent to the electronic email address provided by or for You during registration for the Pay10 Services and/or posted in the Merchant Control Panel of Your Account. All notices to Pay10 shall be given electronically by sending an email to Pay10’s email address listed within the Merchant Control Panel of Your Account.

Assignment

You will not have the right or the power to assign any of Your rights or delegate the performance of any of Your obligations under this Agreement without the prior written consent of Pay10, including in the case of a merger. Pay10 will have the right, without prior written notice to You, to assign this Agreement to its successors and/or assigns, subsidiaries, affiliates, and/or Third-Party Service Providers.

Waiver

The failure of any Party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either Party of a breach of any provision contained in this Agreement must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

Severability and Headings

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

Force Majeure

Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, disease, strife, wars, strikes or other labour disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services or other catastrophes or any other occurrences which are beyond such parties’ reasonable control (each a “Force Majeure Event”), provided that the Party delayed will provide the other Party notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event and in no event will any failure to pay any monetary sum due under this Agreement be excused for any Force Majeure Event.

Governing Law and Jurisdiction

This Agreement and performance under it will be interpreted, construed and enforced in all respects in accordance with the laws of the UAE, and that the courts in the Emirate of Dubai shall have exclusive jurisdiction over any matter arising from or pursuant to this Agreement.

Entire Agreement

This Agreement together with all pay10 policies referenced in this Agreement sets forth the entire understanding and agreement of the Parties and supersedes all prior or contemporaneous oral or written agreements or understandings between the Parties, as to the subject matter of this Agreement. You acknowledge that this Agreement reflects an informed and voluntary engagement between Pay10 and You of all risks (both known and unknown) associated with Pay10 Services.

Survival

The provisions of this Agreement relating to any fees or other amounts owed, payment of finance charge on unpaid fees, confidentiality, warranties, limitation of liability, indemnification, governing law, severability, headings, Third-Party beneficiary, this section 14, and any other provisions that by their nature should survive termination shall survive termination or expiration of this Agreement.