YayPay provides a SaaS-based Accounts Receivable management platform to businesses or sole proprietors (each, a User) that wish to use YayPay to invoice their customers (each, a Customer), communicate with Customers regarding such invoices, and collect payments from them (the Services). If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms you or your shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Services.
YayPay may change this TOS from time to time by providing thirty (30) days prior notice either by email to the email address associated with your account or by posting a notice on the website located at http://www.yaypay.com (the Website). You can review the most current version of this TOS at any time at the Website. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to email@example.com.
Description of Service
Using the YayPay platform located at the Website, Users perform the following tasks:
- Connect third-party accounting packages;
- Invoice Customers directly; and
- Issue payment reminders to Customers before payment due dates.
Any new features added to or augmenting the Service are also subject to this TOS. For the avoidance of any doubt, YayPay does not collect funds from Customers.
Access and Account Management
Registration and Subscription. Users register on the Website for the Services by providing to YayPay certain information including name, email, password, business name, and other information, such as country or currency. You agree to notify us promptly if your email address changes. As part of the registration process, you will identify an administrative user name and password for your account (Account). You may use the administrative user name and password to create additional users (each with a user password). You may not impersonate any person or entity or your affiliations therewith. You may not register for more than one User account without the express consent of YayPay. You will promptly update your account information with any changes (for example, a change in your billing address) that may occur.
User Content. You are solely responsible for all data, information (including without limitation Customer information,) feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Service (User Content).You understand that the operation of the Service, including User Content entered therein, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to YayPay’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. YayPay will have no liability to you for any unauthorized access or use of any User Content, or any corruption, deletion, destruction or loss of any User Content. You shall promptly notify YayPay at firstname.lastname@example.org if you learn of a security breach related to the Service.
Equipment and Passwords. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software (including without limitation third party accounting software,) operating system, networking, web servers, long distance and local telephone service (collectively, Equipment). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, any software included as part of the Services) and complies with all configurations and specifications set forth in YayPay’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent. You shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by you. YayPay reserves the right to refuse registration of, or to cancel, login IDs that violate this TOS and conditions set forth herein. You must notify YayPay’s Customer Support immediately upon any suspicion that a password has been lost or stolen or that someone has attempted or may attempt to make payments or otherwise use the Web Site without authorization. YayPay will not have any liability to you for any unauthorized payment or transfer made using your password that occurs before you have notified YayPay of possible unauthorized use and we have had a reasonable opportunity to act on that notice. If you choose to access your account through Intuit, Facebook, Google or Linkedin, you are making a determination that those login procedures are sufficiently secure for your purposes.
User Representations and Applicable Law
Representations. You represent and warrant to YayPay that (i) you have full power and authority to enter into this TOS; (ii) the name identified by you during registered is your name or business name under which you sell goods or services; (iii) you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow YayPay to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iv) User Content and other activities in connection with the Service, and YayPay’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing or that may expose YayPay to harm or liability of any nature; and (v) you are eighteen (18) years of age or older.
You represent and warrant that the Customer information that you input using the Services is complete and accurately identifies the Customer, that the amounts invoiced are owed pursuant to a contractual relationship between you and the Customer, the schedule that you select for invoicing reflects the payment terms to which the Customer has agreed, and invoicing, collection reminders and, if applicable, collection calls to a Customer do not violate the terms of any agreement between you and Customer.
Applicable Laws. You represent and warrant that you shall, and shall continue to, collect and use any User Content as well as use any Customer-related data generated or reported through the Services in accordance with all applicable federal, state and local laws and regulations of all applicable jurisdictions and any and all amendments thereto (collectively, "Laws"). Laws shall include (as applicable), but not be limited to the following:
- Fair Debt Collection Practices Act;
- Fair Credit Reporting Act;
- Equal Credit Opportunity Act;
- Telephone Consumer Protection Act;
- Federal Trade Commission Act;
- Gramm-Leach-Bliley Act of 1999;
- Health Insurance Portability and Accountability Act of 1996 (HIPAA); and
- Any foreign or state equivalents of the foregoing or the acts regulated therein.
You agree to comply with all applicable laws and regulations relating to the export of the Services outside of the United States.
General Use of the Service
Usage Terms. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with the proper working of the Services, prevents access to or use of the Services by other Users, or imposes an unreasonable or disproportionately large load on YayPay’s network, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You agree not to access the Service by any means other than through the interface that is provided by YayPay for use in accessing the Service.
The Services are a tool that allows User to access and manage account information and interactions with Customers and Service Parties, and User will fulfill all of its obligations to each Customer with which it engages and will resolve any Customer dispute or complaint directly with such Customer. YayPay is not responsible in any way for User's decision to extend or to revoke credit from any of User's Customers. User understands and agrees that the User has full control over the use of all features offered on the YayPay platform, including all monitoring, payments, collection and lettering tools offered through the Services, and that, expect for communications to Customers regarding overdue payment obligations, YayPay does not engage in any action that may be deemed a collections activity on behalf of the User. User further understands and agrees that YayPay does not hold, receive or disburse funds on User's behalf.
You shall comply with any codes of conduct, policies or other notices YayPay provides you or publishes in connection with the Service.
Technical Support. Subject to the terms hereof, YayPay may (but has no obligation to) provide technical support services, including telephonically or through email in accordance with our standard practice. YayPay reserves the right to access your account in order to respond to your requests for technical support. User will provide reasonable cooperation, assistance, information and access to YayPay as may be necessary to initiate and facilitate User's use of the Services.
User Customer Service. User is solely responsible for all Customer service issues not relating to the Services, including, without limitation, issues relating to User's goods or services, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with User's personnel, policies or processes.
Invoicing and Customer Communications
Data Integrity. Users may log into the YayPay platform in order to enter information for its Customers including name, whether or not the Customer is a natural person, location and time zone data, and other contact information. YayPay will only collect the last four digits of customer bank account numbers to facilitate payment processing through YayPay’s Service Providers. You agree that (a) the Services depend on the correct input of the User Content, (b) you bear responsibility and liability for the completeness and accuracy of the information that you provide, including the amounts and details of the amounts owed and (c) YayPay will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the User Content. YayPay shall have no obligation to screen, edit, monitor, or store User Content or any data or materials generated therefrom or in connection therewith. YayPay has the right, but not the obligation, to monitor the Service or User Content. You further agree that YayPay may remove or disable any User Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.
Accuracy and Timeliness of Payment Information. Invoices to be sent to Customers created using the Service will be prepared using information that is provided by User. User is responsible for the accuracy and completeness of all information on which invoices to Customers are based, including, without limitation, the identity of, and contact information for, Customers who are being invoiced, the transactions for which the User is invoicing them, and the cost thereof, including applicable discounts and taxes, if any. Except as expressly permitted by YayPay, User will not include Personal Health Information (as defined by HIPAA) or any content containing information relating to a Customer’s medical conditions or care in the data provided to YayPay except for amounts owed and Customer contract information. It is solely User's obligation to inform YayPay as to any errors contained in any invoices created using the Service. It is also solely User's obligation for determining the schedule on which invoices will be created and distributed. You will promptly notify YayPay upon receiving any notice of bankruptcy relating to any Customer accounts.
Email and Text Reminders. Users manage invoices by combining them into statements, and can include reminders on statements and deliver statements and invoices to User’s customers. The automated reminder messages sent by User through the YayPay platform can take the form of email reminders or text messages. USERS HAVE THE SOLE AUTHORITY TO DETERMINE WHEN AND WHETHER AN EMAIL, TEXT, OR PHONE CALL OCCURS AND CAN ENABLE OR DISABLE THE MESSAGING FEATURE AT ANY TIME, ON A CUSTOMER-BY-CUSTOMER BASIS (BUT NOT ON AN INDIVIDUAL-BY INDIVIDUAL (E.G. EMPLOYEE) BASIS WITHIN CUSTOMER. Email statements, payment reminders and notices regarding collection of past due amounts may include “Powered by YayPay” or similar messaging at the bottom of the email communication. For every invoice or collection reminder or other notice sent outside of your organization via the Services, you acknowledge and agree that YayPay shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. Email statements sent prior to a due date will not include, or link to, a demand for payment and will include language explicitly stating that such email is not a collection effort and does not include a demand for payment. Email statements will explain how to dispute invoices and include the ability to opt out of email payment reminders.
YAYPAY RESERVES THE RIGHT TO REFUSE TO TRANSMIT ANY INVOICE OR PAYMENT REMINDER COMMUNICATIONS TO ANY CUSTOMER, AT ANY TIME FOR ANY OR NO REASON.
All rights, title and interest in and to the Service and its components will remain with and belong exclusively to YayPay. Any software, templates, reports, data or other materials that may be made available by YayPay in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, YayPay hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use such materials solely in connection with your use of the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any such materials. Any rights not expressly granted herein are reserved and no license or right to use any trademark of YayPay or any third party is granted to you in connection with the Service.
Subject to the license grant herein, you shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to your User Content. Notwithstanding the foregoing, YayPay shall own all rights, title, and interest in and to any materials, products, or services created by or on behalf of YayPay in any form containing or derived from the User Content (or any part thereof), and User shall have no ownership, authorship, or moral rights therein and may use them only as permitted under the license granted by YayPay above. By posting User Content on or through the Service, you hereby do and shall grant YayPay a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Service and for YayPay's business use, including without limitation, the use of such User Content to generate, use, and publish aggregate statistical information, provided that such use does not identify you or any individual Customer. The foregoing license shall survive the termination of this Agreement.
Third Party Service Providers
The YayPay platform enables Users to send statements via text and email to Customers. YayPay outsources the email transmission to its third-party partner, SendGrid, which maps the email address to the YayPay domain. Text messages are sent through YayPay’s third party partner, Twilio.
Customers can pay User invoices using PayPal, the automated clearinghouse system (ACH) or by debit or credit card entirely through third-party service providers, the links to which are provided by YayPay. In the event User is not approved to open an account with YayPay's primary payment processor(s), or such payment processor(s) at any time becomes unwilling to process payments with respect to User's account, YayPay may suspend or terminate User's use of the invoice payment functionality in Customer invoices. Additional fees may apply.
For debit or credit card payments, YayPay partners with PayPal and Stripe for completely off-platform transactions, and YayPay does not receive, hold or manage any funds or receive any detailed financial or other sensitive information from Customers through the processing of payments.
YayPay reserves the right to change its primary processor(s) for credit card, ACH and/or other electronic payment processing at any time in its sole discretion.
YayPay expressly disclaims any liability arising from User's engagement of any of the third parties whose services may be accessed as part of the Services (each, a “Service Party”) and User hereby acknowledges and agrees that YayPay shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such Service Party.
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide YayPay accurate information. You represent and warrant to YayPay that such information is true. You agree to pay YayPay the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize YayPay to invoice you in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. All Services fees and taxes will be paid within thirty (30) days following demand. If you dispute any charges you must let YayPay know within sixty (60) days after the date that YayPay invoices you. We reserve the right to change the prices charged to you for the Services. If YayPay does change prices, YayPay will provide notice of the change on the Site or in email to you, at YayPay’s option, at least 30 days before the change is to take effect. If the pricing changes are acceptable, your sole and exclusive remedy shall be to stop using the Services and cancel your account by notifying YayPay as described below. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on YayPay’s net income. Services fees are not refundable even upon termination of your account as provided herein.
You have the right to terminate your account at any time by sending a cancellation request to email@example.com. Subject to earlier termination as provided below, YayPay may terminate your Account and this TOS at any time by providing notice to the administrative email address associated with your Account. YayPay will try to notify you in advance, but is not obliged to do so. YayPay reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All User Content on the Service (if any) may be permanently deleted by YayPay upon any termination of your account in its sole discretion. All accrued rights to payment and the rights of YayPay under this TOS shall survive termination of this TOS.
Unless otherwise agreed in writing and signed by an authorized representative of YayPay, YayPay has no obligation to retain any User Content after the Term and may destroy all User Content in its possession within ninety (90) days after the end of the Term; provided, upon User's written request received within thirty (30) days after termination, YayPay will deliver to User a copy of the User Content then currently stored by YayPay (in the same format maintained by YayPay).
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by YayPay or by third-party providers, or because of other causes beyond our reasonable control, but YayPay shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. YayPay warrants to each User that the Services will perform substantially in accordance with the description on the Web Site. If a Service does not conform to the foregoing warranty, YayPay shall use commercially reasonable efforts to correct the affected Service. If YayPay is unable to correct such Service using commercially reasonable efforts, User’s sole and exclusive remedy shall be to stop using the Service and cancel the YayPay account. The foregoing states YayPay’s sole and exclusive warranty and your sole and exclusive remedy. YayPay makes no warranty to Customers. You and User assume sole responsibility and liability for results obtained from the use of the Service. YayPay shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to YayPay in connection with the Services or any actions taken by YayPay in accordance with directions provided by you. YayPay shall not have any liability for any claims, losses or damages arising out of or in connection with use of any third-party products, services, software or web sites that are accessed via links on the Web Site. YayPay shall not have any liability for any error or failure that is due to causes beyond its reasonable control, including without limitation, strikes, riots, insurrection, war, military or national emergencies, acts of God, natural disasters, fire, outages of computers or associated equipment, or failure of transportation or communication methods (including the Internet) or power supplies.
EXCEPT AS EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY SECTION, THE SERVICE, INCLUDING THE WEBSITE AND ANY REPORTS, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND YAYPAY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT YAYPAY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM YAYPAY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS. USER HEREBY ACKNOWLEDGES THAT INVOICING, REMINDER AND COLLECTION ACTIVITIES MAY NOT ACHIEVE THE RESULT DESCRIBED, INTENDED, OR EXPECTED, INCLUDING WITHOUT LIMITATION ANY INCREASE IN AMOUNTS RECEIVED BY USER.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL YAYPAY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, YAYPAY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless YayPay from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any User Content, violations of applicable Laws including HIPAA or its equivalents, or your other access, contribution to, use or misuse of the Service. YayPay shall provide notice to you of any such claim, suit or demand. YayPay reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting YayPay’s defense of such matter.
We may subcontract any or all of the Services without notice to you.
You may not assign this TOS without the prior written consent of YayPay, but YayPay may assign or transfer this TOS, in whole or in part, without restriction.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any order form, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The failure of YayPay to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind YayPay in any respect whatsoever. Nothing in this TOS shall confer any rights upon any third party. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by YayPay in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
YayPay may give notice to you by means of a general notice on the Web Site, electronic mail to the e-mail address on record in YayPay’s account information or by first class mail to the address of record in YayPay’s account information. You consent to receive these notices electronically. Your consent to do business electronically and our agreement to do so cover all transactions you conduct through the Services. Such notice shall be deemed given immediately upon posting to the Website, six (6) hours after sending by electronic mail, or forty-eight (48) hours after sending by first class mail. Except as provided herein, you may give notice to YayPay by confirmed facsimile or delivery by nationally recognized overnight delivery service or first class mail to YayPay as specified on the Website. Such notice shall be deemed given when received by YayPay.