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Terms of Use

Peaya Terms of Service

(Last Updated: May 11, 2010)

Welcome to Peaya. We provide services available at our Web site (the “Site”) http://www.peaya.com to you (“you” or “User”).

By using this Site, the services available at this Site, and any service, software, application, plug-in, component, functionality, or program created by Peaya (together, the “Services”), you are agreeing to the following terms and conditions. These terms and conditions, along with any other policies or guidelines posted on this Site, shall govern your use of this Site and the Services, whether directly or through a third-party site. Please read them carefully before using this Site or the Services. Should you have any questions concerning this Agreement, please contact support@peaya.com.

By visiting this Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. Peaya is available ONLY TO USERS 13 YEARS OF AGE OR OLDER. REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT ASSIST IN THE COMPLETION OF REGISTRATION.

A.         MODIFICATIONS TO THIS AGREEMENT

We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time.  You can find the most recent version of these terms and conditions on the Site, with the date of last modification noted above.  Such modifications shall become effective immediately upon the posting thereof.  Therefore, we encourage you to check the date of our terms and conditions whenever you visit this Site to check if they have been updated.  You must review this agreement on a regular basis to keep yourself apprised of any changes.  If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of the Services.  Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions.  Should you have any questions regarding the use of our Site, please send an email to support@peaya.com.

B.         YOUR REGISTRATION OBLIGATIONS.

We provide the Services for your personal use.  You may not use the Services to conduct business without a separate written contract with Peaya.

To obtain and use the Services, you will be required to register with Peaya by completing a registration form and designating a user ID and password.  When registering with Peaya you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

You may not authorize any third party to access or use the Services on your behalf.  You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password.  You agree to immediately notify Peaya of any unauthorized use of your user ID or password or any other breach of security.  Peaya cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

C.         CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with Peaya, you understand that we may send you communications or data from Peaya regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding Peaya’s products and services, via electronic mail.  We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.

D.         USER CONDUCT/ACCEPTABLE USE POLICY.

Unauthorized use of the Peaya service, or the resale of said service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to our services in any format to any third party.  In addition, you may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose.  Further, you may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Peaya or others.

To the extent that the Services provide Users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions (“User Content”), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein. By registering to use the Services, you understand and acknowledge that Peaya and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the Services for which you have registered. In the event that you give Peaya the right to distribute your content, additional terms may apply to Peaya’s usage or distribution of this content.  You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users.  Peaya does not claim any ownership rights in any User Content.

Content posted by Users and other non-Peaya contributors are generally not reviewed by Peaya.  Peaya shall have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all content displayed by users, and may remove or require users to remove all content that Peaya, in its sole discretion, deems to be (a) inconsistent with Peaya’s strategic mission and vision (including but not limited to content that contains undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence or prejudicial content) and/or these Terms of Use; or (b) possibly in violation of applicable law. In addition, Peaya has the right to remove any content if Peaya has reason to believe that displaying such content may infringe the rights of a third party or subject Peaya to expense or liability. Please notify us by email (support@peaya.com) regarding any content that you believe might violate applicable law or your intellectual property rights or contain undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

Peaya reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit Peaya’s response to a future complaint.  You acknowledge and agree that Peaya shall not assume or have any liability for any action or inaction by Peaya with respect to any User Content.

Peaya reserves the right, in its sole discretion, to deactivate and/or require a change of name for any user Vanity URL for any reason or for no reason. Peaya may exercise such right at any time, with or without prior notice. Upon receipt of notice from Peaya of its decision, subscriber will immediately provide Peaya with a replacement name for the Vanity URL acceptable to Peaya, or the Vanity URL will be canceled. Without limiting the generality of Peaya’s discretion, among the reasons Peaya may determine a Vanity URL is unacceptable are abuse of the feature, violation of any of these terms of service, infringement or potential infringement on third party intellectual property rights such as trademark or copyright, misrepresentation, or failure to pay pursuant to the terms of any service agreement.

Additionally, Peaya reserves the right, without limitation, to terminate your access to and use of the Site and Services if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

1.   You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Peaya Site, computer systems and network, or the Services.

2.   You may not attempt to interfere with any other person’s use of the Services.

3.   You may not misrepresent your identity or impersonate any person.

4.   You may not attempt to gain access to any account, computers or networks related to the Services without authorization.

5.   You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.

6.   You may not attempt to charge others to use the Services either directly or indirectly.

7.   You may not use the Services to participate in pyramid schemes or chain letters.

8.   You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.

9.   You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.

10. You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.

11. You may not use the Services to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

12. You may not use the Services to download any material sent by another User of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.

13. You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the Site.

14. You may not use the Services to harvest or otherwise collecting information about others, including e-mail addresses.

15. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by Peaya in connection with the Peaya Site or Services.

16. You may not use the Services in a manner that results in excessive bandwidth usage, as determined by a representative of Peaya. Use of the Services on the Site as well as use of the Services on any desktop application will be applied toward such bandwidth usage.

All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of Peaya.  Peaya reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit Peaya’s response to a future complaint.  You acknowledge and agree that Peaya shall not assume or have any liability for any action or inaction by Peaya with respect to any User Content.  Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.

E.         INTELLECTUAL PROPERTY RIGHTS AND NOTICES.

Except for the licenses granted herein, you have no right, title or interest in or to Peaya Services or any content. You agree that Peaya or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to Peaya service and content, including, without limitation, text, images, and other multimedia data.

All contents of the Peaya’s Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are: Copyright © 2010 Peaya, and/or the proprietary property of its suppliers, affiliates, or licensors.  Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web site or other networked computer environment) without the express prior written consent of Peaya and/or it suppliers, affiliates, or licensors.  All rights reserved.

Peaya and the Peaya logo are including without limitation, either trademarks, service marks or registered trademarks of Peaya, and may not be copied, imitated, or used, in whole or in part, without Peaya’s prior written permission or that of our suppliers or licensors.  Other product and company names may be trade or service marks of their respective owners.

Peaya may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Services.  Unless we have granted you licenses to our intellectual property in these terms and conditions, our providing you with such Web pages does not give you any license to our intellectual property.  Any rights not expressly granted herein are reserved.

F.         NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Peaya respects copyright law and expects Users to do the same.  Peaya expressly prohibits the use of its Services for the illegal transmission of copyrighted material, and will respond if notified by content owners to disable copyrighted material from being transmitted via its Services.  In addition, Peaya may disable individual accounts if these accounts are found to be illegally transferring copyrighted material.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Peaya’s Agent for Notice of claims of copyright or other intellectual property infringement (“Agent”) the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the Site; (4) Your address, telephone number, and e-mail address; (5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Peaya’s Agents can be reached by email support@peaya.com.

G.        THIRD PARTY CONTENT, SITES AND SERVICES.

All transactions using Peaya’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.  We may also provide some content to you as part of the Services.  However, Peaya is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content.  Peaya shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.  You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

Peaya does not claim any ownership rights in the text, files, images, photos, video, sounds, works of authorship, or any other materials (collectively, “Content”) that you post to the Peaya Services. After posting your Content to the Peaya Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing (“posting”) any Content on or through the Peaya Services, you hereby grant to Peaya a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Peaya Services. Without this license, Peaya would be unable to provide the Peaya Services. The license you grant to Peaya is non-exclusive (meaning you are free to license your Content to anyone else in addition to Peaya), fully-paid and royalty-free (meaning that Peaya is not required to pay you for the use on the Peaya Services of the Content that you post), sublicensable (so that Peaya is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Peaya Services), and worldwide (because the Internet and the Peaya Services are global in reach). This license will terminate at the time you remove your Content from the Peaya Services. The license does not grant Peaya the right to sell your Content, nor does the license grant Peaya the right to distribute your Content outside of the Peaya Services. You represent and warrant that: (i) you own the Content posted by you on or through the Peaya Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Peaya Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Peaya Services.

Content Posted:

  1. Peaya may delete any Content that in the sole judgment of Peaya violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Peaya assumes no responsibility for monitoring the Peaya Services for inappropriate Content or conduct. If at any time Peaya chooses, in its sole discretion, to monitor the Peaya Services, Peaya nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
  2. You are solely responsible for the Content that you post on or through any of the Peaya Services, and any material or information that you transmit to other Members and for your interactions with other Users. Peaya does not endorse and has no control over the Content. Content is not necessarily reviewed by Peaya prior to posting and does not necessarily reflect the opinions or policies of Peaya. Peaya makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
  3. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Peaya Services. Peaya reserves the right to investigate and take appropriate legal action against anyone who, in Peaya’s sole discretion, violates this provision, including without limitation, removing the offending communication from the Peaya Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Peaya:
    • is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    • harasses or advocates harassment of another person;
    • exploits people in a sexual or violent manner;
    • contains nudity, violence, or offensive subject matter or contains a link to an adult website;
    • solicits personal information from anyone under 18;
    • provides any telephone numbers, street addresses, last names, URLs or email addresses;
    • promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
    • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
    • involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
    • contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
    • furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
    • solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
    • involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
    • includes a photograph of another person that you have posted without that person’s consent.

The following is a partial list of the kind of activity that is illegal or prohibited on the Peaya Website and through your use of the Peaya Services. Peaya reserves the right to investigate and take appropriate legal action against anyone who, in Peaya’s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

    • criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
    • advertising to, or solicitation of, any Member to buy or sell any products or services through the Peaya Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Peaya Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Peaya reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Peaya deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Peaya Services, you acknowledge that you will have caused substantial harm to Peaya, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Peaya $50 for each such unsolicited email or other unsolicited communication you send through the Peaya Services;
    • covering or obscuring the banner advertisements on your personal profile page, or any Peaya page via HTML/CSS or any other means;
    • interfering with, disrupting, or creating an undue burden on the Peaya Services or the networks or services connected to the Peaya Services;
    • attempting to impersonate another Member or person;
    • using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
    • selling or otherwise transferring your profile;
    • using any information obtained from the Peaya Services in order to harass, abuse, or harm another person;
    • displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Peaya Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or
    • using the Peaya Services in a manner inconsistent with any and all applicable laws and regulations.

H.         DESKTOP SOFTWARE.

If you have licensed Peaya’s software that allows you to use the Services on your desktop (“Desktop Software”), you understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Desktop Software constitutes “User Content” under Section D. By licensing the Desktop Software, you grant Peaya and its contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Content on your desktop through the Desktop Software for the sole purpose of providing to you the Services, including, without limitation, the synchronization of files between the Desktop Software and the Site. You acknowledge and agree that Peaya shall not assume or have any liability for any action or inaction by Peaya with respect to any such User Content, including, without limitation, the loss of such User Content.

Without limiting the generality of Section D, you may not use the Services, including the Desktop Software, in a manner that results in excessive bandwidth usage, as determined by a representative of Peaya. Peaya reserves the right, in its sole discretion, to determine whether and what action to take in response to any excess bandwidth usage, including, without limitation, limiting your bandwidth usage or charging you for such excess usage.

If you have licensed the Desktop Software, Peaya reserves the right, in its sole discretion, to make unscheduled deployments of updates or enhancements to the Desktop Software. You acknowledge and understand that during such deployments, certain functionality of the Desktop Software may be unavailable and outages may occur.

I.         PRIVACY.

Peaya has established a Privacy Policy to explain to Users how their information is collected and used, which you can read on our Site.  Your use of the Services signifies acknowledgment of and agreement to the Peaya Privacy Policy.  You further acknowledge and agree that Peaya may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of Peaya, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

J.          PEAYA MAKES NO WARRANTIES.

Peaya is in no way liable for loss of customer data. Under no circumstances will Peaya be held accountable for any loss of customer data. By becoming a Peaya user you, the customer, acknowledge that you forfeit the right to hold Peaya accountable for any and all technical errors, including loss of user files (customer data).

In the event that Peaya concludes offering data storage services, Peaya users will receive the option to have their stored files sent to them in CD or other format selected by Peaya. Peaya does not guarantee length of service.

Peaya intends for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur.  In addition, Peaya may make changes and improvements to the information provided herein at any time.  PEAYA PROVIDES ITS SITE AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEAYA, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, A “PEAYA PARTY,” AND COLLECTIVELY, THE “PEAYA PARTIES”) MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.  THE PEAYA PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.

K.         LIMITATIONS OF LIABILITY

IN NO EVENT WILL ANY PEAYA PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF SUCH PEAYA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE EXCLUSION OF DAMAGES UNDER SECTION K IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY PEAYA PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.  In the event that, notwithstanding the foregoing disclaimers and indemnification, Peaya is found responsible to any Peaya User for any reason whatsoever, Peaya’s responsibility shall be limited to the amounts actually paid by such user for Peaya’s services, and shall not include punitive damages or consequential or resulting damages of any nature.

L.         CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.

WE MAY CHANGE THE SOFTWARE AND SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON.  WITHOUT LIMITING THE GENERAL NATURE OF SECTIONS I AND J, THE PEAYA PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS H AND I, PEAYA IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE AND SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, (4) ANY LOSS OF USER DATA, INCLUDING, WITHOUT LIMITATION, DAMAGED OR LOST USER FILES, THROUGH USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE DESKTOP SOFTWARE, OR (5) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SOFTWARE AND SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

M.         INDEMNIFICATION.

You agree to indemnify, defend and hold harmless, Peaya, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. Peaya reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Peaya in asserting any available defenses.

N.        TERMINATION OF SERVICE.

Peaya reserves the right to terminate without notice your password, account or use of Peaya Services and delete any data within Peaya service, in our sole discretion, without cause and/or without notice. You may terminate your user account upon notice to Peaya at any time. Upon termination by Peaya or at your direction, you may request a file of your data, which Peaya will make available for a fee. You must make such request at the notification of termination to receive such file within thirty (30) days of termination. Otherwise, ANY DATA YOU HAVE STORED ON PEAYA’S SYSTEMS MAY NOT BE RETRIEVED, and Peaya shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party.

In addition to other termination provisions, Basic Users (free 1GB accounts) are subject to termination if: (a) the Basic User does not engage in any Peaya activity within thirty (30) days of registration, or (b) the Basic User does not engage in any Peaya activity for any period of 120 consecutive days. We will send you an email describing the situation and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity we will close the account. Any data you may have stored will be lost.

O.         PAYMENT OF FEES; AUTOMATIC RENEWAL.

The fees applicable for Peaya service are available at www.peaya.com and as published within the Services. Peaya reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email to the address you have most recently provided us).

Unless specifically agreed upon in writing between User and Peaya at the commencement of a subscription term, or unless User notifies Peaya via a phone call to 607-229-0371 (with cancellation confirmation from a Peaya representative) no later than fourteen days prior to the conclusion of the term, at the conclusion of any service term, whether monthly, yearly, or otherwise, Peaya will automatically renew the service for the same term and will charge the user’s credit card or PayPal account on the first day of the renewal term.

Payments for all single-seat accounts are due within 30 days of billing date. The last day of the 14-day trial signifies the due date of first payment.

If payment is not received by the end of the given 30 day time period, user’s account will be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been processed by Peaya. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 90 days, user’s account will be deactivated and all files will no longer be retrievable.

P.        REFUND OF CHARGES.

Except as specifically set forth in this section, all Peaya services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed in accordance with the previous section.

Users may cancel or downgrade their accounts, free of charge, at any time up until 14 days after their account was created.

When users cancel their account, they will not be issued refunds for their most recent (or any previous) billing. The single exception to this is NON-TRIAL annual subscribers. Annual subscribers who wish to cancel and request a refund may do so within 30 days of the day on which they were charged for their account; in these cases, only a partial refund equivalent to 80% of the annual fee will be returned. Other requests for refunds may be processed at the sole discretion of a Peaya sales staff member.

All cancellations and downgrades are processed automatically. To cancel or downgrade, please click the link that says “Click here to cancel your account” and follow the instructions.

If you have a question while canceling your account, you must give our email staff adequate time to respond to your message. Delays in our support system do not qualify as a reason to extend your trial period, or excuse canceling after 14 days. Cancellation requests sent via email to support@peaya.com will not be processed and will be replied to with an automatic response. You must use our form to process your cancellation.

Q.         CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law principles. Please note that your use of the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Peaya or relating in any way to your use of the Services resides in the courts of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of California in connection with any such dispute including any claim involving Peaya or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

R.        USERS IN OTHER COUNTRIES.

By using the Peaya Services, Users in the other countries understand and consent to the processing of personal information in the United States.

S.         NOTICES TO PEAYA.

You may notify us by e-mail at support@peaya.com.

T.         OTHER TERMS.

If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.  A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  All rights not expressly granted herein are reserved.

U.         MISCELLANEOUS.

Peaya may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void.  ANY CLAIM RELATED TO THIS CONTRACT OR THE SOFTWARE AND SERVICE MUST BE BROUGHT WITHIN ONE YEAR.  THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS.  IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.  The failure of Peaya to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.

V.        COPYRIGHT COMPLAINTS AND REMOVAL POLICY

Peaya provides services that permit registered users of the Peaya Web site (.Users.) to store content on the Web. Peaya does not tolerate infringing material on its equipment or network, and may remove content that appears to infringe any copyright or other intellectual property rights or otherwise violates Peaya’s Terms of Use, found on the Peaya Web site (http://www.peaya.com).

If you believe that your copyright in any material has been infringed on a site hosted on Peaya’s equipment or through its services, please send a DMCA Notice. (described below) to Peaya’s Copyright Agent for Notice of Claims of Copyright Infringement. Once we receive a complete DMCA Notice, we will then evaluate your notice and take such action as is appropriate under the Digital Millennium Copyright Act (DMCA.), 17 U.S.C. § 512 et seq.

Federal law requires your DMCA Notice to include the following information:

  1. Identification of the copyrighted work that you claim has been infringed;
  2. Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
  3. Your address, telephone number, and e-mail address;
  4. A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
  5. Your physical or electronic signature.

To submit a notice of claims of copyright infringement online, please send an email to support@peaya.com.

Please note that Peaya, in its sole discretion, may terminate the account of any User about whom Peaya receives more than one complaint of copyright infringement.

If you have any questions about this policy, please contact Peaya at support@peaya.com.

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