Payer Terms - Canada
Payer Terms – Canada
YAPSTONE CANADA ULC PAYER TERMS
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER.
1. About YapStone.
This Yapstone Canada ULC Payer Terms (Agreement) describes the terms and conditions that apply to Your (“You,” “Your,” or “Yourself”) use of services offered by Yapstone Canada ULC, an unlimited liability company incorporated under the laws of British Columbia located at 595 Burrard Street, P.O. Box 49314, Suite 2600, Three Bentall Centre, Vancouver, BC V7X 1L3, Canada (“YapStone”). YapStone provides a technology platform that allows Your landlord, property management company, vacation rental provider, internet marketplace, or other payee (“Payee”) who provides You goods or services (“Payee Services”) to electronically receive payment due from You for goods or services the Payee provides or provided to You (“Amount(s) Due”). You are a User (as defined below). The Amount Due and the associated Payee Services are governed by the contract between You and the Payee. We provide payment processing services (the “Service(s)”) as described more fully below.
2. Consent to Terms.
The terms of this Agreement are effective as of the date that You used the Services (the “Effective Date”). If You use the Services on behalf of a business, You represent and warrant that You can enter into this Agreement with YapStone on behalf of that business, that You accept the terms and conditions contained herein on behalf of that business, and that You have received a copy of the Agreement.
3. The Services
3.1 Description of the Services.
YapStone currently provides access to an electronic payments platform for: (i) rental property owners and rental property managers (collectively, “Rent Payees”) who wish to engage YapStone as their agent for accepting payments from their renters (“Rent Users”); (ii) individuals wishing to make an electronic payment (the “Participating Users”) to a Payee; and (iii) for other legal entities (“Participating Payee”) who wish to engage YapStone as its payment processor for accepting payments from the Participating Payee’s users (“Payer Users”) for goods and services that it directly or indirectly provides the Payer User. Unless specified, all references to “User(s)” in this Agreement shall include Rent Users, Participating Users, and Payer Users. Unless specified, “Payee” includes Rent Payees and Participating Payees.
The Services enable Users to pay Amounts Due to Payees and may include the use of a credit/debit card and other payment methods that YapStone may offer from time to time (“Payment Instrument”) through the YapStone websites (including, without limitation, www.yapstone.com or any other website operated by YapStone or its affiliates, and any subdomain of any such websites), mobile application, or API (collectively, the “Website”), phone payments via YapStone’s call center, and/or other channels that YapStone may offer from time to time. The Services may be provided by YapStone in conjunction with its third-party service providers. You acknowledge and agree that as it relates to Amounts Due: (i) Your payment is for a transaction between You and a Payee and not with YapStone or any of YapStone’s affiliates; and (ii) in any given transaction, YapStone is a third-party payment facilitator operating on behalf of either You or a Payee, but not on behalf of both You and the Payee in the same transaction. That is, where Yapstone acts in the capacity of agent for the receipt of a payment on behalf of a Payee (thus concluding your payment transaction with the Payee), it is not acting on Your behalf as your agent for the sending of the payment. If YapStone acts in the capacity of agent in sending of money on Your behalf, it is not acting on the Payee’s behalf. At no time and in relation to any given transaction will YapStone act simultaneously as Your agent and as agent of the Payee.
When YapStone acts as the agent of the Rent Payee or Participating Payee, and You are a Rent User or Payer User, the payment is deemed made to the Payee when Yapstone receives Your payment, thus extinguishing Your payment obligation to the Payee in the amount of the payment. At that point, the payment transaction between You and the Payee is consummated, and the Payee shall have no recourse against You. YapStone’s contract with the Payee establishes YapStone’s obligation to remit the funds to Your Payee. The provision of Payee Services is solely a matter between You and the Payee. YapStone has no responsibility or liability to You with regard to the provision of the Payee Services. You will receive a confirmation from YapStone acknowledging the processing of Your payment.
3.2 Availability of Services.
You acknowledge that if Your access to the Services is contingent upon an agreement between YapStone and a Rent Payee or Participating Payee, then the applicable Rent Payee or Participating Payee may limit or terminate Your access to Services; and if YapStone’s agreement with such Rent Payee or Participating Payee is terminated, YapStone may immediately terminate Your ability to use the Services. You acknowledge that where YapStone acts as the agent of the Payee, YapStone has the right to decline acceptance of Your payment or deny making services available to You, thus prohibiting the conclusion of Your transaction with the Payee.
3.3 Modification of Services.
You acknowledge that YapStone has the right to change the content or technical specifications of any aspect of the Services at any time at YapStone’s sole discretion; provided that YapStone will provide You with thirty (30) days’ notice of any modification that would significantly and adversely affect Your use of the Services. You acknowledge that such modifications may result in Your being unable to access the Services. If You do not accept the modified terms, You should immediately cease using the Services. Your continued use of the Services after the thirty (30) notice period shall constitute acceptance of the modified terms.
4. YapStone Fees.
If YapStone is charging You a fee to use the Services, YapStone will disclose the fee to You prior to processing Your payment (“Fees”). YapStone reserves the right to modify its fees at any time, provided that no modification will be retroactively effective. If You have scheduled automatic payments (“AutoPay”) and the associated fee amount is changed, You will be directly or indirectly notified of this fee change in advance.
4.2. Processing Errors.
If there is an error in the processing of Your transactions, You authorize YapStone to debit or credit Your Payment Instrument to resolve such error. If YapStone is unable to debit the Payment Instrument You select for any reason, You authorize YapStone to resubmit the debit plus any applicable YapStone Fee to any other Payment Instrument that You have on file with YapStone.
4.3. Collection Actions.
Notwithstanding anything else herein, if You fail to pay YapStone any amounts owed to YapStone under this Agreement, YapStone reserves the right on its own or through a third party collection agency, and without limiting YapStone’s remedies under any other section of this Agreement, to initiate a collection action against You to recover such funds. YapStone, from time to time, may charge interest on unpaid sums that are at least thirty (30) days past due at the annualized rate of ten percent (10%) or the maximum rate permitted by applicable law. Interest will be calculated on a daily basis from the due date until the sum due has been paid in full. In such event, You agree to pay all costs and expenses, including without limitation, reasonable lawyers’ fees and other expenses, incurred by or on behalf of YapStone in connection with the collection action.
5. Consent and Authorization to Use Payment Instrument.
You represent and warrant that You have the legal right and authority to utilize Your Payment Instrument and authorize YapStone to debit such Payment Instrument in accordance with this Agreement.
You hereby authorize the charge to Your Payment Instrument in the amount You authorized YapStone through the Services that may include fees owed to Your Payee(s), any relevant taxes YapStone is obligated to collect on behalf of a governmental agency, and any fees owed to YapStone. You also authorize the crediting or debiting of Your Payment Instrument by YapStone in connection with any fees owed to YapStone, chargebacks, refunds, or adjustments made through the Service. You agree to sign and submit Pre-Authorized Debit Agreement (or other applicable bank form) to allow YapStone to debit Your bank account for fees and amounts You owe YapStone.
6. Your Information; Privacy
6.1. Your Information.
In order to use and continue to use the Service, You agree to: (i) upon request, provide information and/or documents about Yourself that is true, accurate, current, and complete; and (ii) where applicable, advise YapStone of updates to Your information to keep it true, accurate, current and complete. You certify that all information You provide to YapStone is true, accurate, current, and complete, and acknowledge that YapStone is relying on that certification as a condition of providing You with the Services. If You provide information that is untrue, inaccurate, not current or incomplete, or if YapStone has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, YapStone reserves the right to suspend or terminate Your access to the Services and to hold any funds that You submitted through the Services. You may not and agree not to use the Service for any illegal purpose or in any manner inconsistent with this Agreement. By using the Services, You also represent that You are at least eighteen (18) years old.
6.3. Personal Data.
6.4. Email Communications.
To provide YapStone Services, YapStone must send You administrative emails.
7. Payment Cancellation, Credit, Chargebacks, and Refunds.
For payments You believe were improperly processed, YapStone may, in accordance with applicable law, void, rescind, or issue a credit for Your payment made through the Services at any time prior to YapStone making the payment to a Payee. If a payment dispute arises after payment is made by YapStone to a Payee, the responsibility to settle the payment dispute rests with You and the Payee. You agree and acknowledge that upon Your request, YapStone, in its sole discretion, may cancel a payment made through the Services.
8. Account, Password, and Security.
You may be asked to create an account with YapStone to access the Services (“Account”) that allows us to remember You, store certain identifying information (such as password, Your email address, or Your mobile phone number, and other information related to You or Your Payment Method details to allow us to provide the Services. In that case, You will create a password when completing the Account creation process. You are solely responsible for maintaining the confidentiality of Your password, restricting access to Your Account, and are fully responsible for all activities occurring on Your Account. You agree to notify YapStone immediately if You notice unauthorized use of Your password, unauthorized access to Your Account, unauthorized access to Your information, or any other breach of security. You agree that YapStone is not liable for any damage or loss arising from Your failure to comply with this section.
9. Service Cancellation.
Either You or YapStone may cancel Your access to the Services at any time. You may cancel the Services by sending an e-mail to firstname.lastname@example.org to: (i) request deactivation of Your Account; (ii) request to deactivate access to the Services; (iii) and/or cancel any future AutoPay. You will remain liable for all outstanding payments and fees due to YapStone at the time of cancellation, as well as any fees or amounts related to transactions that are initiated prior to cancellation.
10. Liability and Indemnification.
10.1. Your Liability.
You shall be liable to YapStone, its parent companies and subsidiaries, and the directors, officers, employees, and agents of each (“YapStone Parties”) for any and all Claims (as defined below) arising out of or in connection with (i) Your misuse of the Payee Services, Services, or the Website; (ii) any breach (or, as to defense obligations only, any alleged breach) of this Agreement by You or any breach of Your representations, warranties, or obligations set forth in this Agreement; or (iii) Your negligence, fraud, misrepresentation, willful misconduct, violation of applicable law, violation of card network rules, or infringement of the rights of any person or entity. YapStone shall provide prompt written notice to You of any such Claims.
10.2. YapStone Liability.
YapStone shall be liable to You and Your parent companies and subsidiaries, and the directors, officers, employees, and agents of each (“Your Parties”), if any, for any and all Claims (as defined below) arising out of or in connection with (i) any breach (or, as to defense obligations only, any alleged breach) of this Agreement by YapStone; or (ii) YapStone’s negligence, fraud, misrepresentation, willful misconduct, violation of applicable law, or infringement of the rights of any person or entity.
10.3. Indemnification Process.
The party seeking indemnification pursuant to this Section 10 (the “Indemnitee”) shall: (a) promptly notify the other party (the “Indemnitor”) in writing of the Claim for which indemnification is sought, but in no event longer than five (5) business days of the Indemnitee’s knowledge of the Claim; (b) make all reasonable efforts to provide Indemnitor with all information and material in Indemnitee’s possession regarding the Claim; (c) furnish to Indemnitor such assistance as Indemnitor may reasonably request in connection with the investigation, settlement and defense of the Claim; and (d) grant Indemnitor sole control over the defense and settlement of the Claim. Within ten (10) days of Indemnitor’s receipt of the notice of the Claim or demand, Indemnitor shall notify the Indemnitee as to whether Indemnitor is assuming the entire control (subject to this Section 10) of the defense, compromise or settlement of the matter, including the counsel that Indemnitor has selected. The Indemnitor shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnitee fully advised as to the status thereof. Further, Indemnitor shall not dispose of or settle any such Claim in Indemnitee’s name or in any manner which may adversely affect Indemnitee’s rights or interests (which includes, without limitation, any settlement that imposes pecuniary or other liability or an admission of fault or guilt on the Indemnitee or would require the Indemnitee to be bound by an injunction of any kind) without Indemnitee’s prior written consent, such consent shall not be unreasonably withheld or delayed. Indemnitee shall not be liable hereunder for any settlement entered into without its prior written consent (such consent shall not be unreasonably withheld or delayed).
10.4. Definition of “Claim. ”
“Claim” means an action, allegation, assessment, cause of action, cease and desist letter, charge, citation, claim, demand, directive, fine, lawsuit or other litigation or proceeding, or notice issued or submitted by, from or on behalf of a third party, including any governmental agency, and all resulting judgments, bona fide settlements, penalties, damages (including consequential, indirect, special, incidental or punitive damages), losses, liabilities, costs, and expenses (including, without limitation, reasonable lawyers’ fees, expenses and costs) incurred in connection therewith.
11. Disclaimers and Limitation of Liability.
EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT: (i) THE SERVICES, THE WEBSITE, AND ALL CONTENT, SOFTWARE, MATERIALS AND OTHER INFORMATION PROVIDED BY YAPSTONE OR OTHERWISE ACCESSIBLE TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND (ii) YAPSTONE AND ITS RESPECTIVE AFFILIATES AND SUPPLIERS MAKE NO WARRANTY OF ANY KIND (AND DISCLAIM ALL WARRANTIES OF ANY KIND) WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS, STATUTORY OR IMPLIED, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, YAPSTONE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YAPSTONE MAKES NO WARRANTY REGARDING THE QUALITY OF THE PAYMENT SERVICES.
11.2. World Wide Web Usage.
YapStone and its suppliers make no warranties regarding the quality, reliability, timeliness or security of the world wide web, the internet and other globally linked computer networks, or the websites established thereon including the Sites or Website, will be uninterrupted or error free.
11.3. Limitation of Liability.
11.3.1. YOU AGREE THAT YAPSTONE SHALL NOT BE LIABLE FOR: ANY FAILURES CAUSED BY ANY PERSON OR ENTITY OTHER THAN YAPSTONE THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF A PAYMENT OR THE SERVICES.
11.3.2. EXCEPT WHERE YOU COMMIT FRAUD OR MISUSE THE SERVICES AND EXCEPT WHERE THE CLAIM IS SUBJECT TO INDEMNIFICATION UNDER SECTION 10 OF THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, (I) IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES OR SUPPLIERS, BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR LOST PROFITS OR FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); AND (II) IN NO EVENT WILL YAPSTONE’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE GREATER OF: (I) THE AMOUNT OF PAYMENTS IN DISPUTE OR (II) 100 CAD. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated in this paragraph and that these limitations are an essential basis of the bargain between the parties.
12. Arbitration, Complaints, Dispute Resolution, Governing Law and Forum.
12.1. Dispute Resolution Process.
If You wish to make a complaint about the Services, You can make a complaint by sending an e-mail to email@example.com. Most of Your concerns can be resolved through YapStone’s customer service department. YapStone’s goal is to learn about and address the underlying causes of the concern. To that end, the parties shall cooperate and attempt in good faith to resolve any potential dispute promptly by discussions between persons who have authority to resolve the potential dispute. If the parties are unable to resolve the potential dispute amicably at that level, You may report the potential dispute to YapStone’s legal team at firstname.lastname@example.org. Any of Your disputes related to billing or fees must be raised within ninety (90) days of the relevant transaction or they are deemed permanently waived by You.
12.2. Agreement to Arbitrate.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE ARISING BETWEEN YOU AND YAPSTONE THAT CANNOT BE RESOLVED INFORMALLY AS DESCRIBED IN SECTION 12.1 (INCLUDING WITHOUT LIMITATION ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE ALLEGED BREACH THEREOF) SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION CANADA (THE “ICDR CANADA”) IN ACCORDANCE WITH ITS CANADIAN ARBITRATION RULES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE ARBITRATION WILL BE CONDUCTED IN THE ENGLISH LANGUAGE, BEFORE A SINGLE ARBITRATOR, IN THE CITY OF VANCOUVER, BRITISH COLUMBIA. THE ARBITRATOR SHALL DECIDE THE DISPUTE IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF BRITISH COLUMBIA. COSTS OF ICDR CANADA WILL BE SHARED EQUALLY BY THE PARTIES, EXCEPT THAT THE ARBITRATOR SHALL AWARD THE PREVAILING PARTY COSTS AND LAWYERS’ FEES IN ANY ARBITRATION WHERE THE PREVAILING PARTY PREVAILS IN CONNECTION WITH CLAIMS THAT A PARTY FAILED TO TIMELY REMIT FEES OR AMOUNTS DUE TO THE OTHER PARTY.
12.3. Opt-Out Procedure.
You can choose to reject this agreement to arbitrate (“opt out”) by sending a written opt-out notice by email to email@example.com or by certified mail to the mailing address set forth in Section 13. 3 of this Agreement. For new Users, the opt-out notice must be emailed or postmarked no later than thirty (30) days after the Effective Date. The opt-out notice must state that You do not agree to arbitrate and must include Your name, address, phone number, and the email addresses provided at registration or on file with YapStone. If You are mailing the opt-out notice, You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the agreement to arbitrate. Opting out of the agreement to arbitrate shall have no impact or effect upon any other provision of this Agreement. If You opt out, then any legal action or proceeding relating to the Agreement shall be brought exclusively in the courts located in the province of British Columbia.
12.4. CLASS ACTION WAIVER AND JURY TRIAL WAIVER.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM OR DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM RELATING OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BETWEEN THE PARTIES. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER LAWYERS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
12.5. Applicable Law and Forum.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, without giving effect to its conflict of laws principles. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 12 OF THIS AGREEMENT, IF YOU FAIL TO TIMELY REMIT FUNDS DUE TO YAPSTONE, YAPSTONE IS ALSO ENTITLED TO PURSUE A CLAIM IN SMALL CLAIMS COURT (AND NOT BY ARBITRATION), PROVIDED THAT YAPSTONE’S CLAIM AMOUNT IS WITHIN THE JURISDICTIONAL LIMITATIONS OF SUCH COURTS.
Each Payee is responsible for: (i) determining, collecting, and reporting any and all taxes required to be collected, reported, or paid in connection with Your use of the Payee Service or business and use of their sites; and (ii) for any and all applicable taxes, including sales, use, lodging, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions processed under this Agreement, including penalties and interest. YapStone is responsible for taxes based upon YapStone’s net income.
You acknowledge and agree that YapStone may be required to collect taxes from You in connection with Your use of the Payee Services or Services and to remit those taxes on Your behalf (and report any payments processed) to regulatory or government authorities. YapStone is not responsible for and is not the entity collecting GST or other taxes with respect to the payments. You will promptly provide YapStone with documentation as may be required by the applicable governmental entity in order for YapStone to process payments hereunder.
13.2. Amendments to this Agreement.
YapStone may amend this Agreement at any time by providing You thirty (30) days’ notice by email or by posting the amended Agreement on the Website, with the notice valid as of the date indicated in the email or Website posting. Your continued access or use of YapStone Services will constitute Your acceptance of the amended Agreement. If You disagree at any stage with amendments made, You must contact YapStone at: firstname.lastname@example.org to cancel Your Services and Account that will also cancel Your access to the Services. This Agreement may not otherwise be amended except through by written agreement, signed by You and an authorized YapStone representative.
All notices and other communications under this Agreement must be in writing and may be made by means of email or a posting on, or update to the Website. Notices to You will be delivered (i) to the email address provided to YapStone or as modified by You through notice to YapStone or (ii) by posting on or an update to the Website. Notices to YapStone can be made via email to email@example.com or via certified mail or overnight courier to: Yapstone Canada ULC, Attn: Legal Department, 2121 N. California Boulevard, Suite 400, Walnut Creek, CA 94596.
13.4. Entirety and Severability.
This Agreement contains the entire understanding between You and YapStone with respect to its subject matter, superseding all prior and contemporaneous representations, understandings, and any other oral or written agreements between the parties with respect to such subject matter. If any provision of this Agreement, or the application thereof, is found invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.
Sections 4-7 and 10-13 and Sections securing YapStone’s rights shall survive any termination of this Agreement.
The failure by a party to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions. No waiver of any provision or of any breach of this Agreement shall be deemed a further or continuing waiver of such provision, breach, or any other provision of this Agreement.
13.7. Binding Upon Successors and Permitted Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. You may not assign this Agreement or any rights, obligations, or privileges under this Agreement without YapStone’s prior written consent. YapStone may assign its rights and obligations under this Agreement at any time without notice to You.
13.8. Force Majeure.
YapStone will not be responsible for delays, errors, failures to perform, interruptions or disruptions in the Services or Websites resulting from any act, omission or condition beyond YapStone’s reasonable control, whether or not foreseeable or identified, including without limitation acts of God, labor strikes, lockouts, riots, acts of war, governmental regulations, fire, power failure, earthquakes, severe weather, floods or other natural disasters, hackers, or the failure of Your or any third party’s hardware, software or communications equipment or facilities.
13.9. Consumer Fraud Warning.
Fraud can happen! Stay on the lookout for some of these common scams:
• Spoofing: a scammer sends forged or faked electronic documents or emails falsely claiming to be YapStone or RentPayment but asks you to send money outside your YapStone or RentPayment account.
• Relative in Need: a scammer impersonates a family member (commonly grandchildren) and claims there is an emergency requiring you to send money (such as rent).
Always use common sense when sending money. If something sounds too good to be true, it probably is. Only send money for Yourself and not for others. If You believe You are a victim of a fraudulent scheme, please request that YapStone stop any payments immediately by emailing us at firstname.lastname@example.org.
13.10. English Language.
The parties hereby confirm their express wish that any documents and notices related thereto be drawn up in English and declare themselves to be satisfied therewith, the whole, however, without prejudice to any documents that may from time to time be drawn up in French and English. Par les présentes, les parties confirment qu’elles souhaitent expressément que cette convention et tous les documents et avis connexe soient rédigés en anglais; elles s’en déclarent satisfaites sans préjudice, toutefois, à tout document ou avis qui pourrait, de temps à autre, être rédigé à la fois en français et en anglais.
14. Contests and Giveaways.
By participating in any YapStone sponsored contest, giveaway, promotion, webinar, or other event, You agree to the specific terms thereof. YapStone reserves the right to modify any contest, giveaway, or promotion at any time.
15. Mobile Device Terms.
If You are accessing the Services from a mobile device using an application (the “Application”), the following end-user license agreement (“EULA”) terms apply to You in addition to the above:
15.1. YapStone grants You the right to use the Application only for Your personal use. You must comply with all applicable laws and third party agreements (for example, Your wireless data service agreement). The Application may not contain the same functionality as the Website. Deleting the Application does not deactivate or delete Your profile or Account with YapStone. Please see Section 9 for Service Cancellation.
15.2. YapStone owns, or is the licensee to, all right, title and interest in and to its Application, including all rights under patent, copyright, trade secret, trademark, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any Application, and You will not remove, obscure, or alter YapStone’s copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by any Application.
15.3. Prohibited Countries Policy and Foreign Trade Regulation. The Application or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to United States or European Union embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; (c) to any prohibited person, group, or entity subject to European Union financial sanctions; and (d) to any prohibited country, person, end-user, or entity specified by US Export Laws. When using the Application, You are responsible for complying with trade regulations and both foreign and domestic laws.
15.4. Mobile Application Terms:
15.4.1. This Agreement is between You and YapStone, and not with the mobile application platform offering the Application for download (“Application Platform”). The Application Platform is not responsible for the Application and the content thereof.
15.4.3. The Application Platform has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
15.4.4. The Application Platform is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
15.4.5. The Application Platform is not responsible for addressing any Claims by You or any third party relating to the Application or Your possession and/or use of the Application, including but not limited to: (a) product liability claims; (b) any Claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) Claims arising under consumer protection or similar legislation.
15.4.6. To the maximum extent permitted by applicable law, the Application Platform will have no other warranty obligation whatsoever with respect to the Application.
15.4.7. Your questions, complaints, or claims with respect to the Application can be directed to YapStone’s team at: email@example.com.