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Terms and Conditions

LIQUIDMIND® Services Agreement — India | Last updated: March 6th 2024

 

This  LIQUIDMIND® Terms of service Agreement ("Agreement") is a legal agreement between  LIQUIDMIND® Product Consulting (OPC) Private Ltd. (" LIQUIDMIND®", "us", or "we") and the entity or person ("you", "your", or "user") who registered on the  LIQUIDMIND® Account page to receive certain payment processing, data, technology and analytics services, and other business services that may be offered by  LIQUIDMIND® and its affiliates (each, a "Service"). Depending on your location, the location of your Customers, and the nature of the services  LIQUIDMIND® is providing, we may use Service Providers, Sub-processors and  LIQUIDMIND® affiliates to help provide the Services to you. This Agreement describes the terms and conditions that apply to your use of the Services.

 

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

If you are not sure of any of the Terms of services as laid out in this agreement or have any questions, please do not hestiate to contact us at: reachus@liquidmind.ai

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services that  LIQUIDMIND® may provide to you. We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the "API") and additional resources we make available to you on our website.

Before using the Services, you must register with  LIQUIDMIND® and create an account (a " LIQUIDMIND® Account").

 

We will separate the ToS into the following sections:

Section A describes the process of registering for and using your  LIQUIDMIND® Account.

Section B describes your use of the API and the Services.

Section C describes the Payment Processing Services, which are one type of Service provided by  LIQUIDMIND®.

Section D describes proper handling, management, and use of data generated during your use of the Services, including your Customers' data.

Finally, Section E describes your liability to  LIQUIDMIND® for all losses connected with your  LIQUIDMIND® Account, your agreement to resolve all disputes with  LIQUIDMIND® by arbitration and not in a lawsuit, and other legal terms that apply to you.

2. Your  LIQUIDMIND® Account

a. Registration and Permitted Activities: Only businesses (including sole proprietors) and other entities or persons located in India are eligible to apply for a  LIQUIDMIND® Account to use the Services described in this Agreement.  LIQUIDMIND® and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.

To register for a  LIQUIDMIND® Account, you or the person or people submitting the application (your "Representative") must provide us with your business or trade name, physical address, email, phone number, business and tax identification number, URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your  LIQUIDMIND® Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your  LIQUIDMIND® Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

If you use Payment Processing Services, your name (or the name used to identify you) and URL may appear on your Customers' bank or other statements. To minimize confusion and avoid potential disputes, these descriptors must be recognizable to your Customers and must accurately describe your business or activities. You may only use Payment Processing Services to facilitate Transactions (as defined below) with your Customers. You may not use Payment Processing Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.

b. Business Representative: You and your Representative individually affirm to  LIQUIDMIND® that (i) your Representative is authorized to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement; and (ii) you and your Representative are not 'incompetent to contract' within the meaning of the Indian Contract Act, 1872 (except if the incompetence relates to your age if you are an individual or sole proprietor, in which case the special requirements specified below in this subsection (b) will apply). We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of  LIQUIDMIND®, neither you nor your Representative may register or attempt to register for a  LIQUIDMIND® Account on behalf of a user  LIQUIDMIND® previously terminated from use of the Services.

If you are a sole proprietor or individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to  LIQUIDMIND® and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. You may not use the Services if you are under 13 years of age.

c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. If you use Payment Processing Services, we may also request that you provide copies of financial statements or records pertaining to your compliance with this Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your  LIQUIDMIND® Account.

You authorize us to retrieve information about you from our service providers and other third parties, including banks, credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your  LIQUIDMIND® Account.  LIQUIDMIND® may periodically update this information as part of our underwriting criteria and risk analysis procedures.

d. Changes to Your Business, Keeping your  LIQUIDMIND® Account Current: You agree to keep the information in your  LIQUIDMIND® Account current. You must promptly update your  LIQUIDMIND® Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your  LIQUIDMIND® Account or terminate this Agreement if you fail to keep this information current.

You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a "Bankruptcy Proceeding"); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

3. Your Relationship with Your Customers

You may only use the Services for legitimate Transactions with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them.  LIQUIDMIND® is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers. You will ensure that your website clearly indicates the terms and conditions of these ancillary services and the timeline for processing returns and refunds.

 LIQUIDMIND® provides Services to you but we have no way of knowing if any particular purchase, sale, order, or other transaction (each a "Transaction") is accurate or complete, or typical for your business. You are responsible for knowing whether a Transaction initiated by your Customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a Transaction is erroneous or suspicious, you agree to research the Transaction and, if necessary, contact your Customer before fulfilling or completing the Transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent Transactions in connection with your use of the Services.

You expressly agree and acknowledge that  LIQUIDMIND® acts and will act (at all times) only as a payment facilitator with respect to the Transactions between you and your Customers.

We are not and we will not be characterized as:

(i) a banking company as defined under the Banking Regulation Act, 1949 or

(ii) a non-banking financial company as defined by the Reserve Bank of India Act, 1934.

4. Fees and Fines

 LIQUIDMIND® will provide the Services to you at the rates and for the fees ("Fees") described on the Pricing page and incorporated into this Agreement. 

 

We may revise the Fees at any time. However, we will provide you with at least 30 days' advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your  LIQUIDMIND® Account on you or  LIQUIDMIND® by  LIQUIDMIND® or any Payment Method Provider (each as defined in Section C) resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider's rules and regulations or applicable Law.

You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

5. Services and  LIQUIDMIND® Account Support

 

We will provide you with support to resolve general issues relating to your  LIQUIDMIND® Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of  LIQUIDMIND®'s support, API documentation, and other pages on our website (collectively, "Documentation"). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to Customers regarding Transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

6. Taxes and Other Expenses

Our fees are exclusive of any applicable Taxes, except as expressly stated to the contrary. You have sole responsibility and liability for: (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities. If we are required to withhold any Taxes, or we are unable to validate any tax-related identification information you provide to us, we may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. Upon our reasonable request, you must provide us with information regarding your tax affairs.

We may send tax-related information to you and tax authorities in connection with the Services. You agree that we may send you tax-related information electronically. We will send you a tax invoice but you are solely responsible for (a) providing us the information necessary to populate the tax invoice in a timely manner; and (b) the accuracy of the information you provide (including the tax registration ID). Without limiting the previous paragraph, you are responsible for paying to the tax authorities the Tax Deducted at Source (“TDS”) due on the Fees. In order to do so, you must determine the appropriate rate, file the appropriate forms, and make the appropriate TDS payments. After filing and paying the appropriate TDS amount, you will receive a tax certificate from the tax authorities, which shows the exact TDS amount paid under  LIQUID MIND®'a Permanent Account Number.. 

7. Service Requirements, Limitations and Restrictions

a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations ("Laws") applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions. Upon written notice to you, we may require you and any third-party service provider you engage to comply with all Laws that may be relevant to your use of the Services, whether or not those Laws are directly applicable to you or the third-party service providers, including compliance with the Circular dated April 6, 2018 on ‘Storage of Payment System Data’ issued by the Reserve Bank of India (“RBI”), and any directions or instructions issued in connection with the Circular, and you will promptly comply, and ensure your third-party service providers comply, with those Laws.

b. Restricted Businesses and Activities: You must not use the Services to enable any person (including you) to benefit from any activities  LIQUIDMIND® has identified as a restricted business or activity (collectively, "Restricted Businesses"). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by India or the United States (including the list maintained by the United States Office of Foreign Asset Control (OFAC)).

Please review the list of Restricted businesses thoroughly before registering for and opening a  LIQUIDMIND® Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us immediately at reachus (at) liquidmind (dot) ai. We may add to or update the Restricted Business List at any time.

c. Other Restricted Activities: You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public  LIQUIDMIND® systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service. You also may not use the Services for exporting a product or service having a value of more than USD 10,000 per transaction (or such other monetary limits for export of goods or services as may be specified by the RBI from time to time for online payment gateway service providers having cross border operations).

8. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with  LIQUIDMIND®; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you,  LIQUIDMIND®, or others to risks unacceptable to  LIQUIDMIND®. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your  LIQUIDMIND® Account, your Customers, and Transactions made through your use of the Services.

9. Disclosures and Notices; Electronic Signature Consent

a. Consent to Electronic Disclosures and Notices: This document is an electronic record in terms of Information Technology Act, 2000 (as amended) and the rules and regulations thereunder (collectively, the "IT Act"), and shall be governed by the IT Act, and all other applicable Laws pertaining to electronic records. By clicking the acceptance button, registering for a  LIQUIDMIND® Account, accessing, using or installing the  LIQUIDMIND® API, Dashboard, or any part of the Services, you specifically agree, to be bound by the terms and conditions of this Agreement. Your registration for a  LIQUIDMIND® Account or access, use or installation of the  LIQUIDMIND® API, Dashboard, or any part of the  LIQUIDMIND® Services, constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from  LIQUIDMIND® ("Notices"), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

b. Methods of Delivery: You agree that  LIQUIDMIND® can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your  LIQUIDMIND® Account. Notices may include notifications about your  LIQUIDMIND® Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you at your registered office (if so required under applicable Law) within 24 hours of the time a Notice is either posted to our website or emailed to you.

c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative's control over your  LIQUIDMIND® Account (such as through two-step verification), and to provide you with other critical information about your  LIQUIDMIND® Account. In the event of a suspected or actual fraud or security threat to your  LIQUIDMIND® Account,  LIQUIDMIND® will use SMS, email or another secure procedure to contact you. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with "STOP", or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your  LIQUIDMIND® Account and may increase the risk of loss to your business.

d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.

e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your  LIQUIDMIND® Account.

f. Receipt and Acceptance: This Agreement shall be deemed to have been received, accepted and executed at  LIQUIDMIND®'s registered office, at  LIQUIDMIND® Product consulting (OPC) Private Limited, A 102 Sterling Terraces 100 feet ring road Banashankari III Stage, Bengaluru 560085, or such other address as may be notified to you by  LIQUIDMIND® through the Dashboard.

10. Termination

a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or  LIQUIDMIND®. You may terminate this Agreement by closing your  LIQUIDMIND® Account at any time by selecting "close my account" and ceasing to use the Service. If you use the Services again or register for another  LIQUIDMIND® Account, you are consenting to this Agreement. We may terminate this Agreement or close your  LIQUIDMIND® Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method). Where applicable Law requires advance notice of termination to be provided, we will, prior to termination, provide you with the required advance notice of termination. We may suspend your  LIQUIDMIND® Account and your ability to access funds in your  LIQUIDMIND® Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your  LIQUIDMIND® Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, Payment Method Provider or Payment Method Acquirer requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time and for any reason, in which case you will no longer be able to accept the Payment Method under this Agreement.

b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all  LIQUIDMIND® and payment network logos from your website (unless permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending Transactions have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C.

In addition, upon termination you understand and agree that (i) all licenses granted to you by  LIQUIDMIND® under this Agreement will end; (ii) subject to Section D.5, we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees, Taxes, or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Section B:  LIQUIDMIND® Technology

1. API and Dashboard

 LIQUIDMIND® has developed and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your  LIQUIDMIND® Account. You may manage your  LIQUIDMIND® Account, connect with other service providers, and enable additional features through the  LIQUIDMIND® management dashboard ("Dashboard").  LIQUIDMIND® will use the Dashboard to provide you with information about your  LIQUIDMIND® Account.  LIQUIDMIND® will also provide you with access to monthly summary reports which will include all your  LIQUIDMIND® Account activity, grouped by month, up to the most recent full day. The information may be provided in your language, and if not, it will be provided in English. Further detail about the information provided to you through the Dashboard is available in the Account Reporting section of the Documentation.

You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.

We will make publishable and secret API keys for live and test Transactions available to you through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your  LIQUIDMIND® Account. You are responsible for securing your secret keys --- do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your  LIQUIDMIND® Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of publishable and secret API keys in the Documentation. Information on securing your  LIQUIDMIND® Account is available in Section D.

2. Ownership of  LIQUIDMIND® IP

As between you and  LIQUIDMIND®,  LIQUIDMIND® and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, " LIQUIDMIND® IP") or any copies thereof.  LIQUIDMIND® IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in  LIQUIDMIND® IP not expressly granted to you in this Agreement are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services ("Ideas"). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that  LIQUIDMIND® has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. License

You are granted a nonexclusive and nontransferable license to electronically access and use the  LIQUIDMIND® IP only in the manner described in this Agreement.  LIQUIDMIND® does not sell to you, and you do not have the right to sublicense the  LIQUIDMIND® IP. We may make updates to the  LIQUIDMIND® IP or new Services available to you automatically as electronically published by  LIQUIDMIND®, but we may require action on your part before you may use the  LIQUIDMIND® IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms).  LIQUIDMIND® may revoke or terminate this licence at any time if you use  LIQUIDMIND® IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of  LIQUIDMIND® IP on your behalf or on behalf of others; (ii) sublicense any rights in  LIQUIDMIND® IP granted by us; (iii) import or export any  LIQUIDMIND® IP to a person or country in violation of any country's export control Laws; (iv) use  LIQUIDMIND® IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

4.  LIQUIDMIND® Marks; References to Our Relationship

We may make certain  LIQUIDMIND® logos or marks (" LIQUIDMIND® Marks") available for use by you and other users to allow you to identify  LIQUIDMIND® as a service provider. To use  LIQUIDMIND® Marks, you must first agree to the  LIQUIDMIND® marks usage agreement.  LIQUIDMIND® may limit or revoke your ability to use  LIQUIDMIND® Marks at any time. You may never use any  LIQUIDMIND® Marks or  LIQUIDMIND® IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a  LIQUIDMIND® user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and  LIQUIDMIND®. Upon termination of your  LIQUIDMIND® Account, both you and  LIQUIDMIND® will remove any public references to our relationship from our respective websites.

5. Content

You may use the Services to upload or publish text, images, and other content (collectively, "Content") to your  LIQUIDMIND® Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse  LIQUIDMIND® for all fees, fines, losses, claims, and any other costs we may incur that arise from Content that you publish or upload through the Services, or claims that Content you publish or upload infringes the intellectual property, privacy, or other proprietary rights of others.

6. 

a. Other Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and you may not use these additional services unless you agree to the applicable agreement or terms (if any) for those services.

We may also provide you access to services identified as "beta" or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

 

4. Section D: Data Usage, Privacy, and Security

1. Data Usage Overview

Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to  LIQUIDMIND® by you or your Customers, or received or accessed by you through your use of the Services:

"Payment Account Details" means the Payment Method account details for a Customer, and includes, with respect to credit and debit cards, the cardholder's account number, card expiration date, and CVV2.

"Payment Data" means Payment Account Details, information communicated to or by Payment Method Provider or Payment Method Acquirer, financial information specifically regulated by Laws and Payment Method Rules, and any other information used with the Payment Processing Services to complete a Transaction.

"Personal Data" means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.

" LIQUIDMIND® Data" means details of the API transactions over  LIQUIDMIND® infrastructure, information used in fraud detection and analysis, aggregated or anonymized information generated from Data, and any other information created by or originating from  LIQUIDMIND® or the Services.

"User Data" means information that describes your business and its operations, your products or services, and orders placed by Customers.

The term "Data" used without a modifier means all Personal Data, User Data, Payment Data, and  LIQUIDMIND® Data.

 LIQUIDMIND® processes, analyzes, and manages Data to: (a) provide Services to you, other  LIQUIDMIND® users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers and  LIQUIDMIND®; and (c) analyze, develop and improve our products, systems, and tools.  LIQUIDMIND® provides Data to third-party service providers, including Payment Method Providers, Payment Method Acquirers, and their respective affiliates, as well as to  LIQUIDMIND®'s affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to  LIQUIDMIND®'s use of Data for the purposes and in a manner consistent with this Section D.

2. Data Protection and Privacy

a. Confidentiality:  LIQUIDMIND® will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed or authorized by you. You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so. You may not disclose Payment Data to others except in connection with processing Transactions requested by Customers and consistent with applicable Laws and Payment Method Rules.

b. Privacy: Protection of Personal Data is very important to us. Our Privacy policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to the terms of our Privacy Policy, which we update from time to time.

You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection, and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to  LIQUIDMIND® -- or allow  LIQUIDMIND® to collect, use, retain, and disclose -- any Personal Data that you provide to us or authorize us to collect, including Data that we may collect directly from Customers using cookies or other similar means. As may be required by Law and in connection with this Agreement, you are solely responsible for disclosing to Customers that  LIQUIDMIND® processes Transactions (including payment Transactions) for you and may receive Personal Data from you. Additionally, where required by Law or Payment Method Rules, we may delete or disconnect a Customer's Personal Data from your  LIQUIDMIND® Account when requested to do so by the Customer.

 LIQUIDMIND® will provide the Services from systems located within India or other countries outside of India (to the extent permissible under applicable Law). As such, it is your obligation to disclose to your customers that Data may be transferred, processed and stored outside of India (in compliance with applicable Law) and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable Laws, and to obtain from your customers all necessary consents under applicable Laws in relation to the foregoing.

If we become aware of an unauthorized acquisition, disclosure or loss of Customer Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Customer.

c. PCI Compliance: If you accept payment card Transactions, you must comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and, if applicable to your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the "PCI Standards"). The PCI Standards include requirements to maintain materials or records that contains payment card or Transaction data in a safe and secure manner with access limited to authorized personnel.  LIQUIDMIND® provides tools to simplify your compliance with the PCI Standards, but you must ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Payment Processing Services. You can find more information about implementing  LIQUIDMIND® in a manner compliant with the PCI Standards in our Documentation. You will promptly provide us, or any applicable Payment Method Provider or Payment Method Acquirer, with documentation demonstrating your compliance with the PCI Standards upon our request. If you are unable to provide documentation sufficient to satisfy us, the Payment Method Providers, or their Payment Method Acquirers, that you are compliant with the PCI Standards, then  LIQUIDMIND®, and any applicable Payment Method Provider or Payment Method Acquirers, may access your business premises on reasonable notice to verify your compliance with the PCI Standards.

If you are allowed under applicable Law and elect to store or hold "Account Data", as defined by the PCI Standards (including Customer card account number or expiration date), you must maintain a system that is compliant with the PCI Standards. If you do not comply with the PCI Standards, or if we or any Payment Method Provider or Payment Method Acquirer are unable to verify your compliance with the PCI Standards, we may suspend your  LIQUIDMIND® Account or terminate this Agreement. If you intend to use a third party service provider to store or transmit Account Data, you must not share any data with the service provider until you verify that the third party holds sufficient certifications under the PCI Standards, and notify us of your intention to share Account Data with the service provider. Further, you agree to never store or hold any "Sensitive Authentication Data", as defined by the PCI Standards (including CVC or CVV2), at any time. You can find information about the PCI Standards on the PCI Council's website.

You acknowledge that  LIQUIDMIND® is reliant on you for direction as to the extent to which we are entitled to use and process the Personal Data that you provide to us. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.

d. Storage of card data: You must not store Customers’ card and related data, except to the extent applicable Law permits.

3. Security and Fraud Controls

a.  LIQUIDMIND®'s Security:  LIQUIDMIND® is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Payment Method Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to  LIQUIDMIND® with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your  LIQUIDMIND® Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions we may take to prevent such harm.

b. Your Security: You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Payment Method Rules when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your  LIQUIDMIND® Account or terminate this Agreement. If any security breach, leak, loss, or compromise of Data occurs on your systems, website, or application, and it affects your compliance with this Agreement or your obligations under applicable Law, you must report the incident in accordance with applicable Law, including your reporting obligations to the Indian Computer Emergency Response Team (CERT-In).

c. Security Controls: You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. You are responsible for adopting the baseline technology-related recommendations issued by the RBI as part of the Guidelines on Regulation of Payment Aggregators and Payment Gateways dated March 17, 2020 (as modified or clarified from time to time). We may provide Security Controls as part of the Services, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website. We may require you to obtain periodic security assessment reports and you will do so promptly upon our request.

d. Fraud Risk: While we may provide or suggest Security Controls, we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by  LIQUIDMIND®, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, including any related Disputes. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Payout Account, and any other unauthorized use or modification of your  LIQUIDMIND® Account.  LIQUIDMIND® is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your  LIQUIDMIND® Account, unless such losses result from  LIQUIDMIND®'s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

We may also provide you with Data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data.

5. Provision of Payment Account Details upon Termination

For 30 days after termination of your  LIQUIDMIND® Account, you may request in writing that we provide to an alternative payment services provider the Payment Account Details regarding Transactions between you and your Customers that you are entitled to receive. We may require you to provide evidence that the alternative payment services provider has appropriate systems and controls as a precondition to the provision of any Payment Account Details. In addition, for Payment Account Details regarding payment card transactions, the payment services provider must be a PCI-DSS Level 1-certified. Our obligation to comply with a request under this section is limited to the extent commercially reasonable and permitted by applicable Law, and we may delay or refuse any request if we believe the payment services provider you have identified does not have systems or controls in place that are sufficient to protect Payment Account Details, that the integrity of Payment Account Details may be compromised, or if Laws or Payment Method Rules prohibit us from providing the Payment Account Details.

Section E: Additional Legal Terms

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We will provide you with Notice of any changes through the Dashboard, via email, or other reasonable means. If you are an existing  LIQUIDMIND® user, the changes will come into effect 10 days after we post the changes to our website, and your use of the Services, API, or Data after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the "Last updated" date at the top of the Agreement. If you do not accept a change to this Agreement, you must terminate the Agreement by closing your  LIQUIDMIND® Account before the change takes effect.

2. Assignment

You may not assign this Agreement, any rights or licenses granted in this Agreement, or operation of your  LIQUIDMIND® Account to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee must agree to assume all of your rights and obligations owed by you related to the assignment, and must agree to comply with the terms of this Agreement.  LIQUIDMIND® may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

3. Right to Audit

If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems, website, or app affecting your compliance with this Agreement, or if applicable Law requires, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance that the auditor makes to you as part of the security audit. The auditor will issue a report to us which we may share with our Payment Method Providers, Payment Methods Acquirers and governmental authorities.

4. No Agency; Third-Party Services

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider, is an independent contractor. Unless a Payment Method Provider expressly agrees, neither you nor we have the ability to bind a Payment Method Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services ("Third-Party Services"). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service's own terms of use and privacy policies.

5. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Taxes, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

6. Your Liability For Third-Party Claims Against Us

Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.

You agree to defend  LIQUIDMIND®, our affiliates, and their respective employees, agents, and service providers (each a " LIQUIDMIND® Entity") against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a "Claim") brought by a third party against a  LIQUIDMIND® Entity, and you agree to fully reimburse the  LIQUIDMIND® Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, or any other liability we incur that results from your use of the Payment Processing Services; (iii) negligent or willful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.

Important Note for Sole Proprietors and Individual Traders: If you are using Services as a sole proprietor or individual trader, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.

7. Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfill all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) you will not use Payment Processing Services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (h) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

8. No Warranties

WE PROVIDE THE SERVICES AND  LIQUIDMIND® IP "AS IS" AND "AS AVAILABLE", WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY  LIQUIDMIND® OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES -- WHETHER FROM  LIQUIDMIND® OR ANOTHER  LIQUIDMIND® ENTITY, AND WHETHER ORAL OR WRITTEN -- CREATES OR IMPLIES ANY WARRANTY FROM A  LIQUIDMIND® ENTITY TO YOU.

YOU AFFIRM THAT NO  LIQUIDMIND® ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING THE PAYMENT PROCESSING SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.

THE  LIQUIDMIND® ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT  LIQUIDMIND® WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK -- YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE  LIQUIDMIND® ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

9. Limitation of Liability

Under no circumstances will any  LIQUIDMIND® Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the  LIQUIDMIND® Entities have been advised of the possibility of such damages. The  LIQUIDMIND® Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your  LIQUIDMIND® Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The  LIQUIDMIND® Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by the  LIQUIDMIND® Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to  LIQUIDMIND® during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

 LIQUIDMIND® will provide some or all of the Service from systems located within the United States or other countries outside of India. As such, it is your obligation to disclose to your customers that Payment Data may be transferred, processed and stored outside of India and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable Laws.

10. Responding to Legal Process

 LIQUIDMIND® may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order ("Legal Process") that we believe to be valid. We or any Payment Method Provider (including, where applicable, the Payment Method Acquirer for the Payment Method) may deliver or hold any funds or, subject to the terms of our Privacy Policy, any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you.  LIQUIDMIND® is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.

11. Dispute Resolution; Agreement to Arbitrate

a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by binding non-appearance-based arbitration in accordance with the rules governing arbitrations through the Singapore International Arbitration Centre (unless any other established alternative dispute resolution provider has been mutually agreed upon by the parties in writing prior to the initiation of any dispute resolution proceedings by either party), and the legal seat of the arbitration shall be Bangalore, India and the provisions of the (Indian) Arbitration and Conciliation Act, 1996 (as amended) shall apply. The parties agree the arbitration award shall be conclusive and binding. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Bangalore, India, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

e. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

12. Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and  LIQUIDMIND® for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and  LIQUIDMIND®, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

13. Cumulative Rights, Construction, Waiver

The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term "including" or "such as" is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party's rights to subsequently enforce the provision.

14. Survival

All provisions of this Agreement that give rise to a party's ongoing obligation will survive termination of this Agreement, including Sections A.3 ("Your Relationship with Your Customers"), A.6 ("Taxes and Other Expenses"), A.7 ("Service Requirements, Limitations and Restrictions"), A.8 ("Suspicion of Unauthorized or Illegal Use"), A.9 ("Disclosures and Notices; Electronic Signature Consent"), A.10.b ("Effects of Termination"), B.2 ("Ownership of  LIQUIDMIND® IP"), C.6 ("Specific Payment Methods"), C.7 ("Settlement and Payout Schedule"), C.8 ("Clearing Funds and Reserves"), C.9 ("Security Interests, Collection, and Set-Off Rights"), C.10 ("Reconciliation and Error Notification"), C.11 ("Dormant Accounts"), D.3 ("Security and Fraud Controls"), D.4 ("Your Use of Data with  LIQUIDMIND® Connect and  LIQUIDMIND® Relay"), D.5 ("Provision of Payment Account Details upon Termination"), E.4 ("No Agency; Third-Party Services"), E.5 ("Force Majeure"), E.6 ("Your Liability for Third-Party Claims Against Us"), E.7 ("Representations and Warranties"), E.8 ("No Warranties"), E.9 ("Limitation of Liability"), E.10 ("Responding to Legal Process"), E.11 ("Dispute Resolution; Agreement to Arbitrate"), E.12 ("Entire Agreement"), E.13 ("Cumulative Rights, Construction, Waiver") and E.14 ("Survival"); and any related terms in the Agreement.

15. Language

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. 

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