Paycento Terms & Conditions

Pre-amble

This are the Paycento Terms & Conditions that govern the private and public beta of Paycento. It will be replaced with an updated version when launching officially. Please check back regularly for updates. You may be informed on updates through the Paycento blog (http://blog.paycento.com) or through your Paycento message box after logging into Paycento.

General

Parties

The service and brand “Paycento” exploited by ”Amerant” B.V.B.A in Belgium with TVA 0830.555.273.
User: the end user of the Paycento Service, being either a natural person or a legal entity.
Merchant: The party using the Paycento Service, API and plug-ins to facilitate payment for online content or digital goods.

Definitions

• Paycento Service: Online service to protect, access and monetize online content and digital goods.
• Online content or digital goods: Content or digital goods which a Merchant has provided with a Paycento payment layer.
• Merchant: Party protecting content or digital goods using the Paycento Layer and having a registered Profile, and being a legal person.
• website or app: Website or mobile application on which the protected content is hosted or through which it is accessed.
• User: Person or Party with a registered Profile being either a legal entity or natural person.

Terms and Conditions for Users

Applicability

This User Agreement and the Paycento Privacy Policy apply to all agreements and services regarding the Paycento Service to Users including services not specifically mentioned in this User Agreement.
This User Agreement will also govern a future relation between Users and any of Paycento’s legal successor’s .
It is recommended to read the User Agreement and Paycento Privacy Policy carefully. Before using the Paycento Service the User has to agree to this User Agreement. The User declares to have read this User Agreement and agrees to its content and applicability by creating and/or accessing a Paycento Profile and/or by use of the Paycento Service. We strongly recommend you to print and save these documents. This User Agreement and the Paycento Privacy Policy can be found on www.paycento.com.

Amendments to this agreement

Paycento is entitled to amend the User Agreement, the Paycento Privacy Policy and the Paycento Service at any time. Amendments are applicable when published. The most recent version of the User Agreement and Paycento Privacy Policy can be found on www.Paycento.com. If a User does not agree with the amendments in the User Agreement and/or Paycento Service User must cease using the Paycento Service. By using the Paycento Service after publication the User declares to have read the User Agreement and/or Paycento Privacy Policy and agrees to its applicability.

If the User does not agree with the amendments he should stop the usage of the Paycento Service. By using the Paycento Service and/or accessing his profile after publication of the amendments, the User declares to have read the amended documents and agrees to their applicability.

Paycento Service

Paycento strives to deliver the best possible level of service to the User. However, Paycento cannot guarantee, unless when obliged to by applicable mandatory law, that the Paycento Service is at all times, safe, available, fully functional and/or that usage of the Paycento Service will meet the specific demands of the User.

Paycento is allowed to deny access to the Paycento Service to the User, to block access for a specific period, to limit access and/or to terminate a user account if:

• The User, according to Paycento, is in violation of the terms of this User Agreement.
• The User is in violation of applicable law or rules of law.
• According to Paycento, this is needed for technical and/or security issues to prevent unauthorized access to the Paycento Service or the loss of data.

Accessing and using Paycento

The user can only register, access or use Paycento for Paycento’s intended purpose: the payment of digital content and goods with Merchants that use Paycento as a payment mechanism. In addition, the User:

• declares that all provided information to Paycento as requested by Paycento is accurate and complete.
• is not allowed to register at Paycento for a third person or party unless this person or party has given explicit written permission. If requested by Paycento, User must produce this consent.
• younger than eighteen (18) years of age, or older if applicable law demands this for committing legal acts, are not allowed to register at Paycento unless they have explicit written permission from parent(s) or legal guardian(s). If requested by Paycento, User must produce this consent.
• is responsible for the confidentiality of his username and password at Paycento. It is not allowed to share usernames and passwords with any third person or party.
• suspecting that a third person or party has access to his Paycento profile, Paycento must be notified immediately.
• Paycento is entitled to suspend and/ or terminate access to Paycento if misuse is suspected by Paycento.
• Paycento is never obliged to provide a back-up of the content or digital goods accessed by the User. Note that Paycento doesn’t own, host or store the content, and that such content usage is governed by the Merchants’ website terms and conditions.
• User recognizes the fact that technical malfunctions and/or other error(s) can lead to loss of content and/or data without any liability for Paycento.

Forbidden activities

You may not use the services that Paycento provides for activities that breach any law, statute, statutory instrument, by-law, regulation, rule or order or are considered obscene, promote hate, violence or intolerance, commit financial crime, are fraudulent, are considered gambling or are in any other way infringing on the core intent of the Paycento services.

It is explicitly forbidden to use, modify or change in any way the Paycento plug-ins, or access the Paycento API in a way that is not intended by Paycento and this may result in immediate termination of the User by Paycento.

Paying with Paycento

During part of the Paycento beta period there is no possibility to top up real money, even though currencies can have the same name as real currencies. What Paycento provides is a simulated environment that allows the User to test paying for content or digital goods in demo environments of Paycento or participating merchants without having to debit real funds of the User.

An overview of the Wallet balance can be found in the wallet of the User at Paycento.

By purchasing content the amount of simulated currency owed for access to Merchant Content is debited from the Users Wallet Balance and credits the Merchants Wallet, whereas Paycento takes a fee from the amount. Again during the beta this is all based on simulations and does not constitute real currency transactions.

It is not possible for Users to redeem the money in their wallet. Once it is in the Paycento system, it must be used in payments or it is forfeited when not using as described below.

In case of termination of this agreement Paycento is not obliged to reimburse Users’ balance.

When first subscribing to Paycento, a User may be granted free access to merchant protected content a number of times, which is defined by the Merchant. Such free content access is then available for items priced up to a value decided on by the Merchant. If you do not use any of your credits for a period of 180 days, your account will become inactive and the money balance in the Paycento wallet is forfeited.

Paycento will show in the User’s Wallet a tally of all items purchased. It is dependent on the implementation at the side of the Merchant whether this content remains available to the User after the first time getting access.

Debiting and Crediting the User Wallet

The User Wallet can be debited when buying demo Merchant content.

Paycento at its own discretion can debit and credit funds from the User Wallet. As the funds are created by the Paycento system for beta testing purposes, the User cannot make any claim on them.

During the beta it is not possible to top up the Wallet with real money transactions. However an environment may be provided that allows the User to simulate crediting the Wallet with what looks like real currencies, but aren’t. This will not debit in any way real funds of the User.

Somewhere during the beta, Paycento may enable the crediting with real currencies, which will then be reflected in the User’s wallet by removing all simulated currencies, enablement of real top-up mechanisms and an update of this User agreement.

Intellectual Property Rights Paycento and Merchant

All intellectual property rights of Paycento and the Paycento Service (including but not limited to: design materials, source codes, screen lay-out, tools, api’s, user databases, brand names and patents), are property of AMERANT B.V.B.A. and/or Paycento.

The User receives a non-exclusive, non-transferable, revocable and not sub-licensable right to use the Paycento Service. User is not entitled to copy, multiply, alter or otherwise change works protected by IP-Rights of AMERANT B.V.B.A. and/or Paycento. Nor is User entitled to sell or to make public any work(s) protected by IP-Rights of AMERANT B.V.B.A. and/or Paycento. User is entitled to use works protected by IP-Rights of AMERANT B.V.B.A. or Paycento if and in so far as is necessary for the use of the Paycento Service.

User is not allowed to remove or alter any mark of intellectual property of AMERANT B.V.B.A. and/or Paycento.

In no way has does this end-user license agreement transfer any right of intellectual property from AMERANT B.V.B.A. and/or Paycento to the User.

Content or virtual goods acquired by the User at the Merchant falls under the rights of use and intellectual property rights of the Merchant.

Liability of the Paycento service

As Paycento is in beta, registered Users will notify Paycento of all errors and issues they discover while testing out the functionality. They will also notify Paycento of Merchants who engage in forbidden activities as described in the section below with the same name.

Under no circumstance will the User hold Paycento accountable for any damage he may suffer from errors in the Paycento system during the beta period, when Paycento may roll out changes and upgrades to the system which could cause downtime of the Paycento system.

Under no circumstance is Paycento responsible for content or digital goods provided by the Merchant who uses Paycento to make payments.

Under no circumstance can the User make claim on remuneration for using and testing the Paycento system.

The user carries the full responsibility for using the Paycento services

Start and Termination

This agreement comes in effect when the User successfully creates a Profile and terminates at the moment the Profile is deleted.

To delete an account the User can contact info(at)paycento.com.

When the User engages in forbidden activities, then Paycento has the right to immediately terminate this agreement and suspend access to the User.

Paycento, at its own discretion has the right to terminate this agreement with the User, but will do a reasonable attempt to inform the User of the termination in advance, either through a message inside the Paycento system, or through the e-mail provided by the User

After termination the User will no longer have access to the Account and will not be able or entitled to use the Paycento Service.

Paycento is in no circumstance obliged to migrate User data.

After termination of this User Agreement User is not entitled to any reimbursement. User indemnifies Paycento for any future damages and liabilities resulting from this User Agreement and/or usage of the Paycento Service if, and as far as, possible under the conditions of applicable mandatory law.

Transfer of Rights

The User is not entitled to transfer any right or obligation deriving from this end-user license agreement to a third person or entity.

The User is aware of the fact that this User Agreement also governs a possible future relation between User and legal successors of Amerant BVBA and/or Paycento.

Other terms and conditions

All terms and conditions regarding intellectual property, liability, indemnifications, the transfer or rights, and null and void terms will continue to apply after termination of this User Agreement.

If one or multiple terms and conditions of this User Agreement are declared null and void or cannot be fulfilled the remaining terms and conditions of this User Agreement will still be applicable.

Applicable Law and competent courts

Law of Belgium will govern this User agreement and/or usage of the Paycento service. Any dispute arising out of or in connection with this agreement shall be referred to the proper court residing in Leuven to the exclusion of all other tribunals.

Before resorting to any legal proceedings, the parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of, or relate to the Terms or their breach.

Terms and Conditions For Merchants

As Merchants are also Users in the Paycento system, all terms and conditions applicable to Users also apply to Merchants including the Privacy Policy. Terms and Conditions in this section complement the Terms and Conditions for Users. In case of contradiction this section takes precedence.

The Merchant declares to have read this agreement and agrees to its content and applicability by using the Paycento API or by installing the Paycento plugin.

Property rights Merchant

All rights regarding the acquired content or digital goods remain with the Merchant, and the Merchant recognizes that Paycento does not distribute this content in any way.

The Merchant guarantees it owns all necessary rights regarding content or digital goods sold by using the Paycento API or plug-in, and that he is entitled to spread, show, host, make public or otherwise (re-) distribute the protected content.

The Merchant will indemnify Paycento for any claim of a third party based on the statement that the protected content violates any right of a third party.

The Merchant recognizes that quotation of content and other legal exceptions of copyright by Users are allowed under the conditions provided by applicable law.

The Merchant ensures that Users are obliged to consult applicable terms and conditions on the Merchants website regarding intellectual property before acquiring access to payable content or digital goods.

In the event of contradictory terms the terms and conditions of the Merchant website (regarding intellectual property of the Merchant) apply in relation to Users.

The Merchant consents Paycento to to the use of its brand name(s), website URL, and trademarks if, and in so far as, needed for use of the Paycento Service.

Property Rights Paycento

The Merchant receives a non-exclusive, non-transferable, revocable and not sub-licensable right to use the Paycento Service. The Merchant is entitled to use works protected by IP-Rights of AMERANT B.V.B.A. or Paycento in as far as is necessary only to use the Paycento Service.

The Merchant is not entitled to copy, multiply, sell, alter or otherwise change works protected by IP-Rights of AMERANT B.V.B.A and/or Paycento.

All intellectual property rights of Paycento and the Paycento Service (including but not limited to: design materials, source codes, screen lay-out, tools, API’s, user databases, brand names and patents), are property of AMERANT B.V.B.A. and/or Paycento.

The Merchant is not allowed to remove or alter any mark of intellectual property of AMERANT B.V.B.A. and/or Paycento without written consent .

This Merchant agreement does not constitute a transfer of any right of intellectual property from AMERANT B.V.B.A. and/or Paycento to the Merchant or vice versa.

Paycento hereby consents Merchant to use its brand name, website URL, and trademarks in as far as needed for use of the Paycento Service.

Conditions to use the Paycento system

Merchants will represent themselves truthfully to Paycento when registering and respond to Paycento’s inquiries within the shortest possible time.

Merchants accept that Paycento can decide unilaterally and without an obligation for justification on which Merchants can get access to the Paycento system.

Registered Merchants will implement Paycento on development or test systems to test integration with Paycento and not on Production systems. In the case the Merchant decides to implement integration with Paycento on their production system, the complete responsibility lies with the Merchant and not with Paycento.

Merchants will install as soon as possible new versions of the plug-in or adapt to API changes when this is communicated by Paycento on their blog (http://blog.paycento.com), through a message in their Paycento profile or throught the e-mail that the Merchant provided when registering.

Merchants who find errors or weaknesses in the Paycento system will inform Paycento in the shortest possible time so it can remediate these errors. However Paycento makes no guarantees that it will actually correct these mistakes and no obligation on the side of Paycento can be inferred from submitting these reports.

Merchant Payments

During the Beta, no real money will be in the Paycento system, and therefore no payouts to Merchants will happen.

Paycento at its own discretion may move money back and forth from the Merchant Wallet, and even empty it.

The Merchant accept not to make any claim whatsoever in getting compensation for testing the Paycento system.

If at some moment during the beta phase the possibility will be given to bring real money in the system, then all virtual money will be retired and the current Terms and Conditions will be updated to reflect the new situation.

Forbidden activities

The same named section in the User Terms and Conditions is applicable to Merchants as are all others.

In addition, Merchants are not allowed to integrate online content or digital goods with Paycento which is in breach of intellectual property rights, defamatory, pornographic (or of an adult nature), relating to real- money gambling or gaming, violent, promoting violence or otherwise illegal by applicable law.

Liability of Paycento and the Merchant

Paycento is in a beta phase where bugs and other malfunctions may exist in the services it provides. Paycento may also roll out changes and upgrades that can cause downtime of the Paycento services. While Paycento strives to provide quality services, as such Merchants cannot have any expectation as to the correct working of the Paycento system. Therefore Merchants will not hold Paycento, AMERANT B.V.B.A. or its successor accountable for any type of damage or loss of revenues due to integrating with the Paycento system.

The Merchant acknowledges that he is the sole responsible for the online content or digital goods he offers and will protect Paycento from any claim in that regard.

Indemnifications

Regarding conflicts between Merchant and Users or Paycento and Merchant parties will work together in good faith to resolve any dispute.

Merchant shall indemnify Paycento, if allowed by applicable law, for all liabilities, proceedings, costs, damages, losses or expenses of Merchant with regards to usage of the Paycento Service including, but not limited to technical problems and/or loss of data.

Merchant shall indemnify Paycento, if allowed by applicable law, for all liabilities, proceedings, costs, damages, losses or expenses of a third party based on the fact or suspicion that the online content or digital goods it offers, infringes any right of a third party.

Merchant shall indemnify Paycento, if allowed by applicable law, for all liabilities, proceedings, costs, damages, losses or expenses of a third party arising out of actions and/or actions not taken by Merchant.

Privacy

The Merchant will respect any Privacy laws applicable. He will not contact any User without their explicit (opt-in) consent to do so. Paycento’s Privacy Policy applies. Paycento is under no obligation whatsoever to provide User information. The Merchant will not do any attempt to obtain User Information through the Paycento services (website, plug-in, API).

Start and Termination

This agreement starts when the Merchant creates a Merchant Profile in the Paycento System and ends when the Merchant requests termination by sending a mail to info(at)paycento.com, or when Paycento in its own discretion decides to terminate the agreement. Ending the agreement ends automatically the right of usage of the Paycento Service.

The Merchant will immediately cease attempts to access the Paycento Services (through the website, plugin or API) and de-install and delete any Paycento provided code from its systems.

When the Merchant engages in forbidden activities, then Paycento has the right to immediately terminate this agreement and suspend access to the Merchant.

Paycento, at its own discretion has the right to terminate this agreement with the Merchant, but will do a reasonable attempt to inform the Merchant of the termination in advance.

Paycento is under no circumstance obliged to migrate data from its system to the Merchant

The Merchant has no right to any sort of remuneration when the agreement is Terminated as long as the beta runs and no real money is used in the system.

Transfer of Rights

The Merchant is not entitled to transfer any right or obligation deriving from this Merchant agreement to a third person or entity.

The Merchant agrees that this Merchant Agreement also governs a possible future relation between Merchant and legal successors of Paycento.

Other terms and conditions

If one or multiple terms and conditions of this Merchant agreement are declared null and void or cannot be fulfilled the remaining terms and conditions of this Merchant agreement will still be applicable.
The terms of the Merchant Agreement as proposed by Paycento, including the Terms and Conditions shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Merchant.

Applicable Law and competent courts

Law of Belgium will govern this Merchant agreement and/or usage of the Paycento service. Any dispute arising out of or in connection with this agreement shall be referred to the proper court residing in Leuven to the exclusion of all other tribunals.

Before resorting to any legal proceedings, the parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of, or relate to the Terms or their breach.