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Terms and Conditions


Welcome to the Perpay website, a Delaware corporation ("Perpay," "we," "us," or "our"). The following Terms and Conditions of Use (the Terms and Conditions) govern your access to and use of this website, www.perpay.com, including any subdomain thereof (the "Website"). All use of the Website and the Content (as defined below), including your account on the Website (your "Perpay Account"), is subject to the Terms and Conditions. By using this Website, you agree to be bound by these Terms and Conditions, Perpay's Privacy Policy (the "Privacy Policy"), which can be found here, and all disclaimers and terms and conditions that appear elsewhere on this Website. If you do not agree with anything contained in the Terms and Conditions, please do not submit information to, access information from, or otherwise utilize the Website.

About the Terms and Conditions

The Terms and Conditions constitute a binding legal contract between you and Perpay, and are in addition to any other agreements between you and Perpay, including any borrower agreement, that govern your use of products, services, content, tools and information available on the Website. If there is any contradiction between these Terms and Conditions and another agreement you enter into with Perpay, the other agreement shall take precedence.

Modifications to the Terms and Conditions and the Website

By using or accessing the Website, you agree that Perpay may modify the Terms and Conditions or the Website at any time without prior notice. Your continued use of the Website after any modification of the Terms and Conditions will indicate your acceptance of the relevant modification and the Terms and Conditions as so modified.

It is your responsibility to review the Terms and Conditions from time to time to see if modifications have been made. Any modification is effective immediately from and after Perpay’s posting of such modification on the Website, or other update of the Website or the Terms and Conditions. You will know if these Terms and Conditions have been modified since your last visit to the Website by referring to the "Last Modified" date at the end of this page. Perpay reserves the right, at any time or from time to time, to modify, add to, delete or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you. Notwithstanding the above, we will seek your consent to future modifications to the extent we are required to do so by applicable law.

Privacy Policy

Your privacy is very important to us. We encourage you to review the Privacy Policy, which can be found here and explains what we do with your personal information and protect your privacy when you are using the Website. By using the Website, you agree that Perpay may use your information as set forth in the Privacy Policy. The Privacy Policy is hereby incorporated in the Terms and Conditions by reference in its entirety.

Although we make best efforts to protect personal information, please be aware that no security measures are completely secure or impenetrable. We cannot guarantee that only authorized persons will view your information or that information you share on the Website or via e-mail or other electronic communication with Perpay will not become publicly available or intercepted by third parties. By your continued use of the Website, you acknowledge and agree that Perpay and its service providers will not be liable for any harm or damage you may experience by transmitting or submitting personal or confidential information to Perpay by e-mail or other electronic communications or via the Website.

Acceptable Use of the Website; Conditions of Your Use

The Website is for your own personal use only. The Website is designed for individuals contemplating utilizing or learning more about Perpay and its products and services. You may only use the Website for one of these purposes.

Without limiting the generality of the preceding paragraph, you are expressly prohibited from: (a) any resale or commercial use of the Website; (b) any collection and use of any descriptions, prices or any other information posted on the Website for any purpose other than your own personal use or as otherwise permitted in an agreement between Perpay and yourself ("Permitted Use"), including any purpose competitive to Perpay or any commercial purpose, including marketing; (c) any downloading or copying of any materials contained in the Website for any reason other than for a Permitted Use; or (d) otherwise interfering with the ordinary operation or mission of the Website or Perpay’s products or services.

Your use of the Website is conditioned upon the following statements being true:

You are 18 years of age or older; You are a U.S. resident; You are able to form a binding contract with Perpay; You are not prohibited by law from accessing the Website or have not previously been banned, terminated or otherwise denied access to the Website; and You are not acting on behalf of a person whose access to the Website has been previously terminated or otherwise denied by us.

Except as explicitly permitted by the Terms and Conditions, and without limiting anything else in the Terms and Conditions, you agree not to sell, copy, publish, store, distribute, redistribute, disseminate, transmit, transfer, modify, display, reproduce, repackage and/or create any derivative works from, the Website and the Content (as defined below), in whole or in part, for any purpose, in any form or manner or by any means whatsoever. You also may not redeliver any of the pages, text, images or other Content or the Website using "framing" or similar technology or for any purpose, including any attempt to impersonate Perpay or any employee, representative or agent of Perpay or otherwise create the appearance or suggestion that you have a relationship to Perpay or that we have endorsed you for any purpose. Any unauthorized use of the Website or the Content or any other intellectual property contained therein is strictly prohibited.

As conditions of your use of the Website, you agree to comply with the Terms and Conditions and all applicable laws and regulations in connection with your use of the Website. You will not violate, attempt to violate or knowingly facilitate the violation of the security (including access control or authentication systems) or integrity of the Website. Without limiting the above or anything else in the Terms and Conditions, you agree not to:

Register for more than one account, or register for an account on behalf of an individual other than yourself; Impersonate or spoof the identity of another user of the Website, any employee, agent or representative of Perpay or any other person, otherwise mislead Perpay as to your identity or financial status or condition, or attempt to do the same; Attempt to or enable others to attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any Perpay server or data contained therein (the "Materials"), including through hacking, password theft or any other means; Attempt or enable others to attempt to obtain any Materials or Content through any means that Perpay has not intentionally made available on the Website including using any automatic process, such as data mining, robots or similar data gathering and extraction tools, to search or harvest information from the Website or attempt to access or search the Website, Materials or Content with any engine, software, tool, agent, device, or mechanism other than the software or search agents provided by Perpay or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox or Google Chrome); Use the Website or the Materials in any manner (or any other conduct) that could damage, disable overburden or impair the Website or any Perpay server or the network(s) connected to any Perpay server or the availability or accessibility thereof, or that might interfere with any other person's access to or use or enjoyment of any Materials; Use any Materials, data or Content or distribute any Content in competition with Perpay or to its detriment in any way; Access, tamper with, or use non-public areas of the Website, Perpay's servers, computer systems, or the technical delivery systems of Perpay's service or hosting providers or lessors; Attempt to decipher, decompile, disassemble, or reverse engineer, reverse compile or reverse assemble any of the software used to provide the Website or Content; Use, save, embed, transmit or send (whether on, to or through the Website), directly or indirectly, any material or file containing, or linked to, any virus, worm or any other computer, software or technological component, code, routine, script, malware, spyware, files, keystroke logger, Trojan horse, rootkit, application or program designed to intercept, interrupt, destroy, or limit the functionality of any computer software, network or hardware or telecommunications equipment.

Perpay does not have any part in the creation of any materials or information which you may provide, post, share, communicate or transmit to Perpay or the Website. If Perpay permits you to input, upload or make available information on the Website, you may not input, upload, post or make available any information or content that:

Is commercial or promotional in nature, without the prior written authorization of Perpay; Constitutes junk mail, unsolicited commercial messages ("spam"), chain letters, pyramid schemes or the like; Is unlawful, fraudulent, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, is racially, ethnically, religiously or otherwise objectionable, or otherwise violates the legal rights of others or capable of giving rise to legal action whether against you or Perpay or any affiliate or a third party (in each case under any applicable law) or that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint; You do not have the right to make available under any law or under contractual or fiduciary relationships or obligations (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or Contains viruses, worms or any other computer, software or technological component, code, routine, script, malware, spyware, keystroke logger, Trojan horse, rootkit, files, application or program designed to intercept, interrupt, destroy, or limit the functionality of any computer software, network or hardware or telecommunications equipment.

Perpay reserves the right to edit, restrict or remove any content you provide for any reason at any time. In addition, Perpay does not control the information provided by other users that is made available through the Website. You agree that you will have no claim against Perpay or any Released Party (as defined below), for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any content you provide. Notwithstanding Perpay’s rights under the Terms and Conditions, Perpay does not undertake, and shall not be obligated, to monitor the submission of any content to, or the publication of any content on, the Website at any time.

Perpay's Intellectual Property, Copyrights and Identifying Marks

All rights, title, and interest in and to the Website and the Content (as defined below) and any all intellectual property contained therein or relating thereto, including any copyright, patent or trademark, are and will remain the exclusive property of Perpay or its licensors, as applicable (except where another person or entity is expressly credited as the provider of such content or data). Such intellectual property is protected by federal and state law and international treaties. You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information.

You shall use the Website solely for your own use and shall not allow others to use the Website under or through your account, except as otherwise set forth herein. Subject to the terms and conditions of the Terms and Conditions, we grant you a limited, non-transferable, non-sublicenseable, non-exclusive, revocable license to use the Website and the Content for personal use and Permitted Uses only, until such time as the Terms and Conditions terminate or expire or your right to use or access the Website is terminated in accordance with below ("Termination; Survival of Provisions"). Without Perpay’s prior written consent you may not sell, resell, rent, copy, reproduce (in any form or by any means, including electronic, mechanical, photocopying, recording or otherwise), duplicate, edit, revise, update, enhance, modify, fix, correct, adapt, rearrange, imitate, mirror, distribute, host, license, sublicense, create derivative works from, transfer, transmit, publish, republish, display, perform or otherwise exploit for a commercial purpose the Content or software on the Website, or of any products or services sold or offered by Perpay.

Nothing in the Website or elsewhere shall be construed as granting any license or right to use, implied or otherwise, any logo, trademark, service mark, trade dress or other identifying mark owned or licensed by Perpay or displayed on the Website without the written permission of Perpay (or the third-party owner of the mark, if applicable). You agree that you may not use such identifying marks in any way that would disparage or damage the reputation of Perpay or any of its affiliates, directors, officers or employees.

For purposes of the Terms and Conditions, the "Content" shall include all contents of the Website, including any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, all of Perpay’s information related to providing services and requirements, products, services, advertising materials or collateral, log-in or registration criteria and instructions, help guidelines, user documentation and customer and technical support documents, and the Website’s likeness, look and feel, format, layout, software, code (whether binary, assembly, source, object, HTML or otherwise), routines, scripts, software, platforms and applications, as well as any data, files, archives, folders or downloads available on the Website.

Information and Feedback You Provide to Perpay

By submitting information or other materials to us, if any, you grant Perpay a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of the Terms and Conditions and the actions and transactions contemplated hereby, including the right to bring an action for infringement of these rights. You represent and warrant that you own, or have all rights necessary to submit, upload or transmit to us, any information or other material and otherwise use it for your intended purpose as of the time you submit such information or material to us.

You may from time to time provide suggestions, comments for enhancements or functionality or other feedback ("Feedback") to us with respect to the Content or the Website. You and we acknowledge and agree that any such Feedback is given voluntarily. We will endeavor to consider, and may discuss with or respond to you regarding Feedback you provide, but we shall have full discretion to determine whether or not to proceed with the development of the suggested or requested enhancements, new features or functionality. Should we determine that we wish to proceed with such enhancements, features or functionality, we may elect, in our discretion, to integrate the new enhancement, feature and/or functionality into the Website, the Content or Perpay’s products and services. You hereby grant us a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of Feedback, and (b) use Feedback and/or any subject matter thereof, including the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

The Website is provided to you on an "as is" and "as available" basis. Your use of the Website and any material you may access, download or otherwise obtain from or through the Website is at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.

PERPAY DOES NOT WARRANT AS TO, OR GUARANTEE, THE ADEQUACY, SUFFICIENCY, ACCURACY, COMPLETENESS OR AVAILABILITY OF THE CONTENT OR THE WEBSITE AND PERPAY SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, MISLEADING STATEMENTS OR INTERRUPTIONS THEREIN.

PERPAY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES TO YOU OR ANY THIRD PARTY, AND ANY WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AS TO MERCHANTABILITY, SUITABILITY, INVESTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FREEDOM FROM COMPUTER VIRUS OR THE ACCURACY, ADEQUACY, TIMELINESS, COMPLETENESS OR SUFFICIENCY OF INFORMATION WITH RESPECT TO THE WEBSITE OR THE CONTENT. PERPAY AND ITS VENDORS, CONTENT PROVIDERS OR SERVICE PROVIDERS ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS IN OR DELAY OR INABILITY TO ACCESS, THE WEBSITE OR CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PERPAY OR THROUGH THE WEBSITE OR THE CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS.

IN NO EVENT SHALL PERPAY HAVE ANY LIABILITY FOR ANY DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL, PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, EARNINGS, CONTRACTS OR BUSINESS OPPORTUNITIES OR RELATIONSHIPS, WORK STOPPAGE OR BUSINESS INTERRUPTION, COMPUTER INTERRUPTION OR MALFUNCTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF REPUTATION OR GOODWILL, OR LOSS OR CORRUPTION OF INFORMATION OR DATA OR OTHER INTANGIBLE LOSS OR DAMAGE), LOSSES OR EXPENSES RESULTING FROM OR ARISING IN CONNECTION WITH THE USE OF THE WEBSITE OR THE CONTENT, OR THE USE THEREOF OR INABILITY TO USE THE FOREGOING BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE, PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR MALICIOUS CODE OR ANY LINE, CONNECTION OR SYSTEM FAILURE (INCLUDING INTERNET CONNECTION OR SERVICE), EVEN IF PERPAY (OR ITS REPRESENTATIVES) HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HEREBY AGREE THAT PERPAY’S TOTAL LIABILITY TO YOU, AND YOUR SOLE REMEDY AGAINST PERPAY, ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO PERPAY FOR THE USE OF THE WEBSITE DURING THE TERM OF THIS AGREEMENT.

You acknowledge that Perpay has an interest in limiting the personal liability of its officers, directors, employees, agents, representatives and independent contractors. You agree that you will not bring any claim personally against any affiliate or subsidiary of Perpay or any of their respective successors, assigns, shareholders, partners, members, officers, directors, managers, licensors, independent contractors, sub-contractors, consultants, employees (temporary or full-time), agents, representatives or advisors in their individual and representative capacities (collectively, the "Released Parties") in respect of any losses, expenses or damage you suffer in connection with the Website. Without prejudice to the above, you agree that the limitations of warranties and liability in the Terms and Conditions will protect the Released Parties as well as Perpay.

Nothing in the Terms and Conditions shall exclude or limit any warranty implied or imposed by law that would be unlawful to exclude or limit, including, to the extent applicable, liability for death or personal injury or fraud. By using the Website, you agree that the exclusions and limitations of liability set out in the Website disclaimer are reasonable. If you do not think they are reasonable, you agree not to use the Website.

Registration; Security and Password

You may be presented with the opportunity to register for an account with Perpay. You agree that the registration information you provide is accurate, complete and current. We reserve the right to reject any registration and you acknowledge and agree that Perpay, in its sole discretion, may suspend or discontinue your access to or use of any portion of the Website at any time without notice to you.

Once you have registered, you will receive or will be able to create or input a username and password. You are responsible for maintaining the confidentiality of your username and password. You are solely responsible for all actions or activities that occur on the Website during any time period in which your user ID is logged in to the Website, whether or not expressly authorized by you. You agree not to disclose your password to any third party (except to any agent, representative or third party service provider of Perpay). Perpay disclaims all liability, and you acknowledge and agree that we will not be liable, for or in connection with any harm or damages to you or to any party resulting from the theft or unauthorized use of your user ID or password. If you become aware of any unauthorized use of, loss or theft of your username, password, or other account information or credentials, you should immediately inform us at hello@perpay.com.

While data transmitted via the Website may be encrypted using a Secure Sockets Layer (SSL) protocol, please note that no technology can be considered completely secure or impenetrable and internet protocols and other public and/or proprietary technology used or accessed by the Website may be vulnerable to exploitation or compromise by persons engaged in hacking or criminal conduct. We and you each acknowledge and agree that we shall have no liability to you for any such exploitation or criminal conduct by third parties.

Electronic Communication

You acknowledge and agree that the communications between you and Perpay are electronic. You consent to receive communications from Perpay in an electronic form, including e-mail. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Perpay will use reasonable efforts to honor any request you may have to opt out from receiving e-mails. You hereby confirm and agree that your sole remedy in connection with any e-mail sent by Perpay to shall be to stop your use of the Website.

TCPA Consent

Without limiting any other rights Perpay or any person or entity acting on our behalf may have, you consent to us (and/or any person or entity acting on our behalf) communicating with you, in connection with your application or service, using any telephone number, email address, or other contact information for you (or any persons listed on your application as a reference) that you have provided or will provide in the future to us (and/or any person or entity acting on our behalf). Perpay (and/or any person or entity acting on our behalf) may communicate with you using any current or future means of communication, including but not limited to: automated telephone dialing equipment, as defined by law, the FTC, or the FCC; artificial or pre-recorded voice messages; telephone or other electronic facsimile machine; SMS or text messages; and email directed to you at a mobile telephone service, or email otherwise directed to you. You acknowledge that such communications are informational communications and are not made for the purpose of telemarketing. Perpay (and/or any person or entity acting on our behalf) may use such means of communication even if you will incur costs to receive such telephone messages, telephone calls, SMS or text messages, emails, or other means.

Third Party Websites and Content

The Website may contain links to third-party websites. Any such link is provided only as a convenience. Perpay has no control over any such other websites, the contents thereof or the products and/or services offered. The existence of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, representation, warranty, verification or monitoring by Perpay of any third party website, any content or information contained therein or the products and/or services offered. You should also be aware that the terms and conditions of such website and the website’s privacy policy may be different from those applicable to your use of the Perpay Website. You should read such terms and conditions and privacy policies carefully before using any such third-party website. Your access to and use of such linked websites is governed by the Terms and Conditions and privacy policies of those sites, and shall be at your own risk. Perpay is not responsible for the content of any third-party websites, nor does Perpay make any warranties or representations, express or implied, regarding the content on any third-party websites, and Perpay shall have no liability of any nature whatsoever for any failure of products or services offered or advertised at such websites or otherwise.

Termination; Survival of Provisions

Automatic Termination for Non-Compliance: If you are not in full compliance with all of these Terms and Conditions, the permissions granted to you under these Terms and Conditions will automatically terminate, and you agree that in such circumstance you will no longer use or access, or be entitled to use or access, the Website, the Content or any account on the Website.

Perpay’s Right to Terminate Your Use: Perpay may terminate your right to use the Website, or block you from future use, at any time in its sole discretion, with or without cause, and without notice to you. Some circumstances in which Perpay may exercise this right to terminate your right to use the Website include: (a) you have breached any provision of the Terms and Conditions; (b) you have engaged in conduct which Perpay, in its sole discretion, considers to be unacceptable; (c) Perpay is required by law to do so; or (d) Perpay no longer provides the Website. The above are only examples of circumstances in which Perpay may terminate your right to use the Website and Perpay may terminate your right to use the Website for any other reason in its sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Website or the automatic termination of your right to use the Website for non-compliance set forth above.

Voluntary Termination by You: If you want to terminate your legal agreement with Perpay under or consisting of these Terms and Conditions, you may do so by notifying Perpay at hello@perpay.com.

Survival of Provisions: Your obligations and the disclaimers and provisions relating to (i) Perpay’s Intellectual Property, Copyrights and Identifying Marks, (ii) Disclaimer of Warranties; Limitation of Liability, (iii) Indemnification and (iv) Miscellaneous will survive any termination or expiration of the Terms and Conditions for any reason.

Survival of Other Obligations: You acknowledge that any legal obligations you may have under any other agreement with Perpay (including any agreement for sevices) will not be affected in any way by the termination of the Terms and Conditions and any such other agreement between you and Perpay will continue to be in effect in accordance with its terms.

Perpay's Remedies

You acknowledge and agree that misappropriation or misuse of any content or data contained on the Website or your failure, following termination of your rights to access or use the Website, to cease accessing or using the Website or any content or data contained on the Website will result in immediate and irreparable harm to Perpay for which there is no adequate monetary remedy. If you violate the Terms and Conditions, Perpay will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not instead of or in substitution for) any other remedies at law or in equity, without the need for the posting of a bond or any other requirement.

Without prejudice to Perpay’s other rights under the Terms and Conditions, if you breach the Terms and Conditions in any way, Perpay may take such action as Perpay deems appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your internet service provider or other telecommunications provider to request that it block your access to the Website and/or bringing court proceedings or taking other legal action against you.

Indemnification

You agree to indemnify and hold Perpay and the Released Parties from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with or arising out of (i) your use of the Website, the Content, your Perpay Account, any breach or alleged or claimed breach of the Terms and Conditions or the materials it incorporates by reference, including the Privacy Policy, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or (ii) any act or omission by your agent, representative or third-party service provider while using your Perpay Account, regardless of whether the specific use was expressly authorized by you.

Fair Practices

You agree not to: (i) make any representations, warranties or guarantees on Perpay’s behalf or with respect to the Website or any content or data contained on the Website; (ii) make any false or misleading representations with regard to Perpay or the Website or any content or data contained on the Website; or (iii) participate or engage in any illegal, deceptive, misleading, fraudulent, unethical or improper practices on, through, by means of or with respect to the Website.

Assignment

You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Terms and Conditions. Perpay may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Terms and Conditions without notifying you or obtaining your consent.

Choice of Law; Forum for Disputes

The Terms and Conditions and all disputes, claims or controversies (whether in tort, contract or otherwise) arising out of or relating in any way to the Terms and Conditions, the Website or the Content, the negotiation, interpretation, validity or performance of the Terms and Conditions, the rights and obligations of you and us hereunder or any transaction contemplated by the Website shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the rules or principles of conflict of laws of such State or any other jurisdiction that would permit or require the application of the laws of any other jurisdiction.

Perpay and you each hereby irrevocably and unconditionally consent to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the State of Delaware, City of Wilmington (the "Delaware Courts") for any litigation, lawsuit or proceeding between you and us arising out of or relating in any way to the Terms and Conditions (including any non-contractual claims), the Website or the Content, the negotiation, interpretation, validity or performance of the Terms and Conditions, the rights and obligations of you and us hereunder or any transaction contemplated by the Website. You and we each waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Delaware Courts. You and Perpay each hereby irrevocably waive any and all rights which you or we, respectively, may have, or may have had, to bring such litigation in or before any other court or tribunal (whether domestic or foreign), or before any similar domestic or foreign authority or body, and agree not to claim or plead any such rights.

WAIVER OF JURY TRIAL

PERPAY AND YOU EACH ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEBSITE AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PROVISION.

CLASS ACTION WAIVER

YOU AND WE AGREE THAT THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS ACTION (INCLUDING WITHOUT LIMITATION OPT OUT CLASS ACTIONS OR OPT IN COLLECTIVE CLASS ACTIONS), OR IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY ON BEHALF OF A CLASS OF PERSONS OR THE GENERAL PUBLIC. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

Miscellaneous

You acknowledge and agree that all rights not otherwise expressly granted to you by the Terms and Conditions are reserved to Perpay. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Perpay as a result of the Terms and Conditions or any use of the Website. The failure of Perpay to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, void, unlawful or unenforceable, you and Perpay agree that the court should give effect to the your and Perpay’s intentions as reflected in such provision, and the other provisions of the Terms and Conditions shall remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Perpay, nor trade practice, shall serve to modify any provision of the Terms and Conditions. For purposes of the Terms and Conditions, the terms "include," "includes," "including," "such as" and "for example," shall be construed as if each term were followed by the words, "without limitation." Except where context requires otherwise, use of the singular form of any noun includes the plural, and use of the plural includes the singular.

ACH/Credit/Debit Card Payment Authorization

Please note that stopping or changing your payroll deduction/allotment during the installment contract period may subject you to a non-refundable fee equal to one scheduled deduction per stoppage. By agreeing to Perpay, you are hereby authorizing us to debit the backup payment account you provided in the event of default or missed payments. Fees incurred as a result of inaccurate backup payment information you provided may result in additional charges to your account.

In the event of a missed/late installment payment, you agree to authorize Perpay to either debit your bank account (ACH) or charge your credit or debit card, if provided, in the amount of $15 and you agree and acknowledge that Perpay may, in its sole discretion and to the extent permitted by law, debit or charge the full amount due or the periodic payments until the indebtedness is fully satisfied. Missed/late payments are payments not received within six (6) days of the installment payment due date.

Federal Truth In Lending Disclosures

ANNUAL PERCENTAGE RATE (The cost of your credit as a yearly rate)
0%

FINANCE CHARGE (The dollar amount the credit will cost you)
0%

AMOUNT FINANCED (The amount of credit provided to you on your behalf)
Total $ Amount of your Order

TOTAL OF PAYMENTS (The amount you will have paid after repayment is complete)
Total $ Amount of your Order. In cases where your employer limits payroll deductions to whole dollar amounts, your total amount of payments may be slightly more than the amount shown.

NUMBER OF PAYMENTS
The number of payment you selected (i.e., 4, 8,16 or 26)

AMOUNT OF PAYMENTS
(The total $ amount of your order) / (The number of payments you selected)

YOUR PAYMENTS WILL BE
Weekly, Bi-Weekly, Semi-Monthly, or Monthly depending on your pay-cycle and will commence on your next scheduled pay date or shortly thereafter.

INSURANCE
Credit Life Insurance and Credit Disability Insurance are not offered as part of this transaction.

SECURITY
You are giving a security interest in the goods being purchased.

PREPAYMENT
If you pay early, you will not have to pay a penalty, and you may, under certain circumstances, receive a partial refund of the finance charges paid.


Perpay Marketplace

At Perpay and Perpay Marketplace, our goal is to provide industry leading customer service and the best possible shopping experience for our customers. Placing an order on Perpay Marketplace creates a legally binding Installment Contract between the purchasing party and Perpay, Inc. Because of the nature of Installment Contracts and the direct payroll deduction model, our Terms and Conditions of Use Policy differs from other Internet shopping sites to which you might be accustomed. Perpay Marketplace reserves the right to update or modify these Terms of Use at any time without prior notice. Your use of this Site following any such change constitutes your agreement to follow and be bound by the Terms of Use as changed.

Please note that stopping or changing your payroll deduction/allotment during the installment contract period may subject you to a non-refundable fee of $15 per incidence. By agreeing to use the Perpay Marketplace service, you are hereby authorizing Perpay, Inc., to debit the backup payment account you provided in the event of default or missed payments. Fees incurred as a result of inaccurate backup payment information you provided may result in additional charges to your account.

By accepting these Terms And Conditions Of Use you hereby agree to allow Perpay, Inc., or it's affiliates, to submit Treasury Form 1199A, a direct deposit authorization form, or any other form based direct deposit initiation to your payroll department on your behalf to commence, alter or change payments. Additionally, by accepting these Terms And Conditions Of Use, you hereby agree to the use of your electronic signature submitted at checkout in compliance with federal rules.

Privacy

Please review our Privacy Policy, which also governs your visit to our website, to understand our practices.

Electronic Communications

When you visit Perpay Marketplace or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

License and Site Access

Perpay Marketplace grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Perpay Marketplace. This license does not include any resale or commercial use of this site or its contents: any collection and use of any product listings, descriptions, or prices: any derivative use of this site or its contents: any downloading or copying of account information for the benefit of another merchant: or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Perpay Marketplace. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Perpay Marketplace and our associates without express written consent. You may not use any meta tags or any other "hidden text" utilizing Perpay Marketplace's name or trademarks without the express written consent of Perpay Marketplace. Any unauthorized use terminates the permission or license granted by Perpay Marketplace. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Perpay Marketplace so long as the link does not portray Perpay Marketplace, its associates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Perpay Marketplace logo or other proprietary graphic or trademark as part of the link without express written permission.

Your Membership Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use our website only with involvement of a parent or guardian. Perpay Marketplace and its associates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

Reviews, Comments, Emails and other Content

Visitors may post reviews, comments, and other content: and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Perpay Marketplace reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Perpay Marketplace and its associates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Perpay Marketplace and its associates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post: that the content is accurate: that use of the content you supply does not violate this policy and will not cause injury to any person or entity: and that you will indemnify Perpay Marketplace or its associates for all claims resulting from content you supply. Perpay Marketplace has the right but not the obligation to monitor and edit or remove any activity or content. Perpay Marketplace takes no responsibility and assumes no liability for any content posted by you or any third party.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY THIS SITE IS PROVIDED BY PERPAY, INC. ON AN "AS IS" AND "AS AVAILABLE" BASIS. PERPAY, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PERPAY, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PERPAY, INC. DOES NOT WARRANT THAT THIS SITE, IT’S SERVERS, OR E-MAIL SENT FROM PERPAY MARKETPLACE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PERPAY, INC. WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Product Descriptions

From time to time, Perpay Marketplace may contain inaccuracies or typographical errors and may not be up to date. We reserve the right to inaccuracies, typographical errors or omissions and to change or update information at any time without prior notice regardless of whether before or after you placed your order. Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. If you are not fully satisfied with your purchase you may return it in accordance with the terms of our Shipping and Return Policy located on Perpay Marketplace. Risk of loss and title to items purchased from Perpay Marketplace pass to the purchaser upon our delivery to the shipper.

Applicable Law

By visiting Perpay Marketplace, you agree that the laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Perpay Marketplace.

Site Policies, Modifications and Severability

We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

Arbitration

By making a purchase on Perpay Marketplace, you are subject to binding arbitration pursuant to these Terms and Conditions of Use and you expressly waive a trial by jury and accept arbitration of any disputes. You hereby agree that any claim or dispute arising from use of Perpay Marketplace or its service providers, agents, employees, successors, assigns, affiliates, parents will be resolved EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION under the Code of Procedure of the American Arbitration Association in effect at the time the claim is filed. Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in Philadelphia, Pennsylvania. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration.

Return Policy

The following items cannot be returned. Any beauty or personal care products (ie. perfume, makeup, etc). Any furniture or freight item after ship date from warehouse. Any items that have been used or removed from original packaging. Any Samsung, Lenox, Mario Batali or flatware items. The following items can be returned. Any non-personal/furniture product within 3 days of delivery. Any item that is unused and in it's original packaging. Damage claims must be submitted within 24 hours of delivery, please inspect your order once it has arrived!

Questions or Comments – Our Contact Information

Perpay welcomes questions and comments about the Terms and Conditions. Questions or comments should be directed to hello@perpay.com.