Terms of Serviceclose
This Terms of Service (“Agreement”) is a contract between Publisher and Paymentwall, Inc. (“Paymentwall”) and governs Publisher’s use of the Paymentwall Services. By accessing or using Paymentwall, Publisher acknowledges that the Publisher accepts all of the terms and conditions contained in this Agreement. Publisher should read all of these terms carefully. By accessing Paymentwall’s website, completing a purchase with Paymentwall, or otherwise using Paymentwall’s services, Publisher agrees that these Terms of Service form a binding legal contract between the Publisher and Paymentwall, Inc.
Paymentwall provides an integrated monetization suite including an application programming interface and supporting infrastructure that enables the Publisher to receive end user payments and alternative payments for digital goods and services (the “Paymentwall Service”). The Paymentwall Service also includes the following services along with any other products or services offered by Paymentwall through any other means:
- “Brick” is a credit card payment application that enables the Publisher to accept payments via the MasterCard, Visa, American Express, and Discover networks;
- “PW Local” is an alternative and local payments product that enables the Publisher to accept local credit card payments, ewallets, bank transfer, mobile payments, cash payments, prepaid cards and other non-credit card based options;
- “SpiderPipe Basic” is an alternative payment gateway that enables the Publisher to plug the Publisher’s own payment processing merchant accounts into Paymentwall’s user interface. Additional services may be added to activate “SpiderPipe Premium,” such as 24/7 customer support, dispute resolution, risk management and account optimization;
- “Mobiamo” is a mobile payments product that allows the Publisher’s end users to purchase digital goods and services via carrier billing; and
- “MINT” is a prepaid product that allows end users to purchase digital goods and services from the Publisher via an e-pin that the end user purchased or received from one of Paymentwall’s partners.
- Paymentwall and LG Electronics (“LGE”) have executed a Payment Processing Services Platform Agreement whereby LGE integrates the Paymentwall Service on its Smart TV platform LGE Smart TV platform (“LGE Platform”) so that LGE may direct and refer its merchants to use the Paymentwall Service.
- Publisher is a merchant who provides its content and/or services through the LGE Platform to end users who purchase Publisher’s content and/or services from there.
- Publisher wishes to use the Paymentwall Service to collect payments from end users, according to the terms of this Agreement, solely for the digital goods and/or services listed in Schedule A to this Agreement
- Paymentwall provides an integrated monetization suite including an application programming interface and supporting infrastructure that enables the Publisher to receive end user payments and alternative payments for digital goods and services (the “Paymentwall Service”). The Paymentwall Service also includes the following services along with any other products or services offered by Paymentwall through any other means:
- Paymentwall hereby grants to Publisher a non-exclusive, non-transferable, revocable, worldwide license to access and use the Paymentwall Service for incorporation into any of Publisher’s social media, online application, mobile application, website, Smart TV, or any other medium that is approved by Paymentwall (each, an “Project” and together, the “Projects”) for the term specified below.
Paymentwall manages a portfolio, which is updated from time to time, of names, logos, unregistered and registered trademarks, copyrights, and other branding materials in supporting documentation that relate to the Paymentwall Services (the “Licensed Material”). Paymentwall grants the Publisher a non-exclusive, non-transferable, revocable, worldwide license to use the Licensed Material, for the sole purposes of promoting the Paymentwall Services during the Term, provided that:
- Publisher’s use of the Licensed Material is subject to Paymentwall’s then current policies and procedures, as notified in writing from time to time;
- Publisher acknowledges and agrees that any use of the Licensed Material is solely as licensee from Paymentwall and that any goodwill arising from the Publisher’s use of the Licensed Material will be for the benefit of Paymentwall; and
- Paymentwall may limit, expand, or terminate this license with prior written notice at any time.
- Publisher grants to Paymentwall a non-exclusive, non-transferable, revocable, and royalty-free worldwide license to use the names, logos, and unregistered or registered trademarks that relate to the Publisher or the Project(s) for the purposes of promoting the availability of the Paymentwall Services for the Project(s). Paymentwall acknowledges and agrees that any use of the trademarks is solely as licensee from Publisher and that any goodwill arising from Paymentwall’s use of the trademarks will be for the benefit of Publisher.
- Delivery. Publisher agrees to implement the Paymentwall Service as its payments processor on the LGE Platform, and make it available to its user base in order to receive payments revenue.
Terms of Payment.
- Paymentwall shall pay Publisher the Total Net Revenue (as defined in Clause 4.5) generated by the sale of virtual goods, intangible services, subscriptions, and virtual currency as a result of the Publisher’s use of the Paymentwall Service.
- Publisher shall be responsible for the costs Paymentwall incurs to remit the Total Net Revenue to Publisher under this Agreement, including but not limited to wire transfer fees and any third party processing fees (“Remittance Costs”).
- If for any reason Paymentwall is required or resolves to issue a refund to any end user for a transaction, including where the original third party payment option used does not allow refunds, the Publisher shall be responsible for total amount of the refund, including the costs of issuing a refund and any third party payment processor fees (collectively, “Refund Costs”) if Paymentwall issues a refund via a different payment method.
- Within the Paymentwall Admin Area, Paymentwall will provide Publisher with access to a reporting tool that will display the suggested value added tax (“VAT”) that Publisher may be required to remit to various tax authorities for end user transactions in select territories. For each relevant transaction, the report shall display the VAT rate that is independently provided by Avalara AvaTax, a third party tax service, through the report. Paymentwall provides this report functionality at a cost per relevant end user transaction within the territory of 0.05 EUR, if Publisher is incorporated in the European Union, or $0.05 USD, if Publisher is incorporated in any other jurisdiction (“Tax Calculation Cost”). The reporting tool is provided for Publisher's convenience and Paymentwall is not responsible for and shall not be involved in any tax preparation or remittance on behalf of Publisher.
- Unless as agreed otherwise, "Total Net Revenue" means gross revenues paid by end-users to the Publisher via the Paymentwall Service less Paymentwall’s Revenue Share (as detailed in Schedule B), LGE’s Revenue Share (as detailed in Schedule B), third party payment processor fees, Remittance Costs, Refund Costs, Tax Calculation Costs, deductions for fraud, chargebacks, chargeback fees, currency exchange rate fluctuation differences, currency exchange fees, and uncollected amounts. If Publisher elects to enable any payment options that will cost in fees beyond LGE’s Revenue Share under this Agreement, then Publisher is responsible for the extra cost in fees by either paying the payment processing fees or charging end-users the extra cost, and LGE is not responsible for such extra cost for the fees beyond LGE Revenue’s Share.
- Publisher shall be solely responsible for determining which taxes, if any, apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. Paymentwall is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any transaction. Publisher shall be solely responsible for the timely payment of all applicable federal, state or local taxes, including any VAT, sales, use, excise or transfer taxes, and other taxes associated with payments to Publisher under this Agreement, except for taxes assessed on Paymentwall’s net income and local taxes that are already paid by Paymentwall or by third party processors. Publisher shall indemnify Paymentwall against any losses, costs, liabilities, expenses, including attorneys’ fees arising out of Publisher’s failure to fully comply with this section.
Payment Logistics and Timeframes.
- The Total Net Revenue collected by Paymentwall will be sent by Paymentwall to the Publisher once a month, within five (5) business days from the 1st of the month, provided that amounts of less than one hundred dollars ($100.00) will be held until amounts due equal or exceed one hundred dollars ($100.00).
- Depending on the location of the payment and the payment method selected, most third party payment providers remit the funds to Paymentwall on Net 30 payment terms from the end of the month in which the end user transaction occurs. For select markets or payment options, the collection timeframe can be Net 45, Net 60, Net 90, or longer. The expected Total Net Revenue payout timeframes and amounts will be displayed to the Publisher in the Paymentwall Admin Area and accessible with a username and password.
- The Payout Report provided in the Paymentwall Admin Area shall display the tentative amount of Total Net Revenue that will be paid out to the Publisher. The actual payout may fluctuate based on Rolling Reserve (as detailed in Section 7) currency exchange rates, uncollected amounts, risk adjustments, chargebacks, reversals and other third party fees.
- Publisher shall notify Paymentwall within six (6) weeks after the receipt of a payment if the Publisher wishes to dispute the amount of any payout for the applicable transactions (“Dispute Period”). After the expiration of the Dispute Period, the payout and Paymentwall’s reporting regarding those transactions shall be deemed approved by Publisher.
- Refunds Paymentwall may issue refunds on Publisher’s behalf in its sole discretion in response to end-user inquiries or if Paymentwall determines that the payment is fraudulent, was submitted by a non-verified user, or if it is an otherwise illegal transaction. If Paymentwall fails to receive the appropriate confirmation from the Publisher or if an end user inquires about any transaction, Paymentwall will contact the Publisher for more information and/or to confirm whether the goods or services were actually delivered to the end user. All notifications will be sent to the email address that Publisher provides to Paymentwall. If the Publisher does not adequately respond to Paymentwall within three (3) days of Paymentwall’s request, Paymentwall may issue a refund to the end user without further notice. For all refunds processed, the Publisher shall be responsible to reimburse Paymentwall for all Refund Costs as detailed in Section 4.3 of this Agreement.
Rolling Reserve and other Risk Measures
- Paymentwall may implement a “Rolling Reserve” to mitigate the risk of fraud, chargebacks or any other applicable risks. The Rolling Reserve rate shall initially be set to 5% of the gross transaction amount. Paymentwall may change the amount of the Rolling Reserve depending on the transaction history and risks associated with Publisher’s account. Publisher irrevocably authorizes Paymentwall to deduct from the Rolling Reserve or any payout owed to Publisher the amount necessary to cover Refund Costs, chargebacks, amounts for fraud, or other amounts due to: Paymentwall; any payment provider; MasterCard, VISA, other card networks, and related corporations (collectively, the “Corporations”); or penalties based on the Publisher’s violation of any of the respective party’s terms of service. Paymentwall will pay out the remainder of the Rolling Reserve to Publisher on a monthly basis beginning six (6) months after the month in which the revenues were processed.
- If Paymentwall, in its sole discretion, determines that the measures in Section 7.1 are insufficient to address the high level of risk with the Publisher’s account, Paymentwall may take further reasonable actions it deems are necessary regarding Publisher’s account, including requesting additional collateral from Publisher such as a letter of credit or personal guaranty.
Fraud and Chargebacks.
- Paymentwall will not be obligated to pay for any fraudulent actions generated by any person, bot, automated program, or similar device on Brick, PW Local, Mobiamo, SpiderPipe Basic, SpiderPipe Premium, MINT, or any other Paymentwall product, where it is not expressly stated that the fraud is covered, in connection with any payment collected by Paymentwall, as reasonably determined by Paymentwall. Publisher is solely liable to Paymentwall for the full amount of all chargebacks plus associated fees, fines, expenses or penalties (including those assessed by the Corporations or any payment provider). Paymentwall may recover these amounts by debiting Publisher’s Rolling Reserve account or setting off any amount owed to Publisher. If Paymentwall determines in its reasonable discretion that a chargeback is likely for any transaction, Paymentwall may withhold the amount of a transaction until the expiration of the period during which the end user may dispute the transaction, the chargeback is processed, or Paymentwall determines that a chargeback will not occur. Additional restrictions, fees, penalties, or fines may apply if Paymentwall, the Corporations, or any payment provider determines that Publisher is incurring excessive chargebacks. Excessive chargebacks may result in changes to the Rolling Reserve terms, Revenue Share, holds on payouts to Publisher, suspension of the Paymentwall Services, or termination of this Agreement.
- Publisher authorizes Paymentwall to contest any chargebacks (or any subsequent appeals thereof) against third parties on behalf of the Publisher, if Paymentwall chooses to do so in its sole discretion. This provision applies so long as Paymentwall has an interest in the chargeback even if any of the following events occurs to Publisher including but not limited to: the filing of or commencement of bankruptcy proceeding or insolvency whether voluntary or involuntary, the dissolution of its entity, or the liquidation of Publisher’s assets. Publisher agrees to cooperate and provide all information that Paymentwall requests from Publisher for the purposes of investigating and/or contesting a chargeback. Paymentwall will send such requests to the email address that Publisher provides to Paymentwall and Publisher must provide a full response to the request within fourteen (14) days, unless another timeframe is specified in the request. If Publisher does not meet these requirements, Publisher shall nonetheless be responsible for all costs or losses that Paymentwall incurs as a result of the Publisher’s failure to comply with this section, in addition to the chargeback amounts plus associated fees, fines, expenses or penalties (including those assessed by the Corporations or any payment provider). Paymentwall assumes no liability for the resolution of any chargeback case.
- Publisher acknowledges and agrees that notwithstanding the termination of this Agreement for any reason, Paymentwall shall remain entitled to contest and recover chargebacks from Publisher (and, where if relevant, from any party who has provided Paymentwall with a guarantee or security relating to Publisher’s obligations under this Agreement) that occur in relation to transactions effected during the term of this Agreement.
Third Party Services
- If Publisher clicks on a third party link or opt to receive third party content or services from a payment option or other service provider, it may be directed to that third party’s website. The fact that Paymentwall links to a third party website or provides Publisher access to any third party service or content is not an endorsement or representation of any affiliation with the third party, and it is not an endorsement of their privacy or information security policies or practices. Paymentwall does not exercise any control over third party websites or services. By choosing to navigate to third party sites or to receive third party content or services, Publisher shall be subject to the terms and conditions of the respective third party and Publisher agrees that such services and content are provided “as is,” “with all faults,” and without any warranty of any kind. Publisher acknowledges it will only use and implement third party services at its own risk. Paymentwall is not liable to Publisher, or any third party, in any way, for any losses, damages, costs or other expenses arising from Publisher’s use of third party services or content.
- Avalara AvaTax tax calculation is provided “AS IS,” “WITH ALL FAULTS,” and without any warranty of any kind; Use and implementation of Avalara AvaTax tax calculation is at Publisher’s own risk. Neither Avalara nor Paymentwall shall be liable to Publisher, or any third party, in any way, for any losses, damages, costs or other expenses arising from its use of Avalara AvaTax tax calculation.
- Publisher is obliged to provide Paymentwall all the details in respect of its offices locations, their registered addresses and contacts, all "doing business as" (DBA) names used by the Publisher, key personnel, ownership structure, a complete list with the detailed description of the services and goods provided by Publisher as provided in Schedule A to this Agreement, and any business strategy to enlarge/reduce the list of services/goods provided in Schedule A. Publisher shall immediately inform Paymentwall in writing of any significant litigation, enforcement action, governmental inquiry, claim, or other fact that relates to the performance of this Agreement, any changes to its business model (including any change of control and/or constitution), goods and/or services it sells, leases or distributes or of any changes in regulatory requirements to which it is subject (including but not limited to changes to or the revocation of the licenses it requires for the business), which might have an adverse impact/effect on Paymentwall’s compliance with applicable laws and any regulatory requirements.
- Publisher acknowledges that Paymentwall has the right to terminate this Agreement with immediate effect or amend the terms of this Agreement, including but not limited to Revenue Share, payout terms, and rolling reserve, in response to Publisher’s disclosures or any change of circumstances under this Section. If the Publisher does not provide the required information to Paymentwall and apply preventive actions, in the case that Paymentwall or Publisher discovers suspicious and/or fraudulent activity, the Publisher shall indemnify Paymentwall against all losses arising out of the Publisher`s failure to notify Paymentwall of any changes that are relevant for compliance with regulatory requirements and standards applicable to Paymentwall or the Publisher.
- In the event that Publisher owes any amount to Paymentwall for any reason under this Agreement, Publisher shall also be liable for any additional costs associated with the collection of the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees and any applicable interest. Paymentwall may also collect such amounts by deducting the amount from Publisher’s account. Publisher’s failure to fully pay the amounts owed will be a material breach of this Agreement.
Furthermore, Publisher is obliged and agrees:
- to comply with the approved Standards by the Corporations and incorporate on an ongoing basis all the applicable amendments into its business process;
- to fully accept that the Corporations are the sole and exclusive owners of their marks (“Marks”) and therefore can make a decision to prohibit the Publisher from using the Marks at any time for any reasons without advance notification;
- that Publisher is not permitted to contest the ownership of the Marks for any reason;
- that the Corporations have the right to enforce any provisions of their Standards and to prohibit the Publisher and/or Paymentwall from engaging in any conduct that any of the Corporations deem could injure or create the risk of injury to any of the Corporations, including damage of reputation, adversely affect the integrity of their systems and etc.;
- to cooperate with Paymentwall to investigate any suspected illegal, fraudulent or improper activities; and,
- that the Standards promulgated by the Corporations will govern if there is any inconsistency between any provision of this Agreement and the Standards.
- Compliance with Laws. Publisher agrees that it will deliver the content and service in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding privacy and the transmission of technical data exported from Publisher's country of residence. Publisher will not authorize nor otherwise encourage any third party to (a) interfere or attempt to interfere with the proper working of the Paymentwall Service or prevent others from using the Paymentwall Service; or (b) use the Paymentwall Service for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at Paymentwall's sole discretion, and may subject Publisher to state and federal penalties and other legal consequences. Paymentwall reserves the right, but will have no obligation, to review Publisher's display of and use of the Paymentwall Service in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
Representations and Warranties.
- Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.
- Publisher represents and warrants to Paymentwall that it lawfully owns the rights to all content on the Projects and its website, including any trademarks, trade names, copyrights, and other intellectual property.
- Publisher agrees to indemnify and hold Paymentwall, its payment processors, its providers, its licensors, the Corporations, and the respective subsidiaries, affiliates, agents, directors and employees of the same, harmless from and against any losses, costs, liabilities and expenses, including attorneys' fees, arising out of any claims relating to the Publisher’s breach of this Agreement, any alleged violation or infringement for any copyright, trademark, trade name, or any other intellectual property, or any other claim about the Publisher, the Publisher’s website or any of the goods or services advertised or delivered by the Publisher.
- The indemnified party reserves the right, at the indemnifying party's expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party and the indemnifying party agrees to cooperate with the indemnified party's defense of such claims.
Disclaimer of Warranty.
- PAYMENTWALL SERVICES, AND ANY OTHER MATERIALS OR SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PUBLISHER RECEIVES AND USES THOSE SERVICES AT ITS OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PAYMENTWALL, ITS PAYMENT PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DELIVERED ON PUBLISHER’S REQUEST OR OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT ITS OWN RISK AND PUBLISHER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY OR LOSS OF DATA THAT MAY RESULT. PAYMENTWALL DOES NOT WARRANT THE RESULTS OF USE OF THE PAYMENTWALL SERVICE, INCLUDING, WITHOUT LIMITATION, THAT PUBLISHER WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS) HEREUNDER.
- PAYMENTWALL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES. PAYMENTWALL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN PUBLISHER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, BEYOND WHAT IS EXPRESSLY STATED BY PAYMENTWALL.
Limitation of Liability and Damages.
- Paymentwall shall not be liable to Publisher or any other party if Paymentwall is delayed or unable to fulfill any of its obligations in this Agreement due to an event beyond the reasonable control of Paymentwall, including but not limited to acts of God, strikes, labor disputes, war, terrorism, riots, acts of civil or military authority, economic instability, power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internet connection unavailability, internal mechanical or systems failures. Paymentwall shall also not be liable in any case for any transaction where the payment instructions received contain incorrect or improperly formatted information or any suspension or refusal to accept a payment that Paymentwall reasonably believes to be made fraudulently or without proper authorization.
- UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL PAYMENTWALL OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF PAYMENTWALL OR A PAYMENTWALL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASES OF BREACHES OF SECTION 17, IN NO EVENT WILL PAYMENTWALL'S OR ITS AFFILIATES' TOTAL LIABILITY TO PUBLISHER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS PAID OR PAYABLE TO PUBLISHER FOR THE TRANSACTION TO WHICH THE CLAIM RELATES.
- UNDER NO CIRCUMSTANCES SHALL PAYMENTWALL OR ITS AFFILIATES BE RESPONSIBLE OR HELD LIABLE FOR ANY TRANSACTIONS OR PAYMENTS THAT ARE BLOCKED BY THIRD PARTIES, INCLUDING BANKS, FINANCIAL INSITUTIONS, OR ANY GOVERNMENT BODY. THIS DISCLAIMER OF LIABILITY INCLUDES ANY RESTRICTION BASED ON APPLICABLE INTERNATIONAL, NATIONAL, OR LOCAL LAWS, RULES AND REGULATIONS, THE SPECIALLY DESIGNATED NATIONALS LIST PUBLISHED BY THE OFFICE OF FOREIGN ASSETS CONTROL, ANY INTERNAL BANK “BLACK LISTS,” OR ANY OTHER SIMILARLY RESTRICTIVE THIRD PARTY MEASURES.
- Ownership. Publisher acknowledges that Paymentwall will provide payment options using its Paymentwall Service for display on the Projects pursuant to this Agreement, and Publisher will use commercially reasonable efforts to assist Paymentwall in implementing such technology. Publisher agrees that it will use any data (including any usage data and compilations thereof), information or software provided by Paymentwall to Publisher only for the purpose of providing content for Paymentwall on the Site as set forth in this Agreement. Except as expressly described in Section 2, Paymentwall does not grant to Publisher any license, express or implied, to the intellectual property of Paymentwall or its licensors. Paymentwall will own and retain all rights, title, and interest in and to the Paymentwall Service (except for any licensed content and third-party content included therein), including all data (including any usage data and compilations thereof), information and software related thereto. Publisher acknowledges that the software, information and data related to the Paymentwall Service (including, without limitation, any usage data or compilations thereof) are protected by Paymentwall copyrights and may contain trade secrets or other intellectual property owned by Paymentwall. Publisher agrees not to copy, alter, modify or create derivative works of the Paymentwall Service or any such data, information or software or otherwise use the Paymentwall Service or any such data, information or software in any way that violates the use restrictions contained in this Agreement.
- Confidentiality. "Confidential Information" shall mean (a) any data (including any usage data and compilations thereof) relating to the business of the disclosing party, including product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing or rate information, discounts, inventions and know-how disclosed to the other party; and/or (b) any other information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During and after the term of this Agreement, the receiving party shall not use for any purpose, or disclose to any third party, any Confidential Information of the disclosing party except as specifically permitted herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section 17 by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; (v) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure; or (vi) is required by our payment partners for select payment processing services such as credit card, bank transfer or other services.
- Term. The term of this Agreement will be one (1) year from the Effective Date. The agreement will automatically renew itself for another year at the expiration date unless a written notice is given to the other party to terminate the agreement.
- Either party may terminate this Agreement at any time for any reason or for no reason upon thirty (30) calendar days prior written notice to the other party.
- Either party may terminate this Agreement immediately, by providing written notice detailing the reason for termination, in the event that (a) the other party materially breaches any of its obligations under the Agreement; (b) a substantial change in the terminating party’s business model or business climate makes this Agreement commercially unfeasible for the terminating party; (c) a petition has been filed or proceedings have commenced for the bankruptcy, dissolution, composition, or liquidation of the other party, whether voluntary or involuntary; or (d) any of the Corporations de-registers Paymentwall, Paymentwall’s Acquirer ceases to be a customer of any of the Corporations for any reason, or Acquirer fails to have a valid license with any of the Corporations to use the Marks. Paymentwall may at its own discretion or at the direction of the Acquirer or any of the Corporations, immediately terminate this Agreement for activity deemed to be potential or actual fraudulent or otherwise wrongful by Paymentwall, its Acquirer or any of the Corporations.
- Paymentwall reserves the right to immediately suspend Publisher’s access to and use of the Paymentwall Service or any part thereof if it determines in its sole discretion that Publisher has breached any part of this Agreement, the terms of service provided on Paymentwall’s website, the terms of service provided by any participating third party payment provider, or if Paymentwall otherwise determines that suspension of access is necessary to prevent harm to the Paymentwall Service.
- In the event of any termination, Paymentwall may delay payment to Publisher for up to six months, or longer if necessary, and may deduct from the payout any amounts necessary to satisfy any debts or obligations that result from the Publisher’s account. Following the reconciliation of any anticipated obligations, Paymentwall will remain liable for any amount remaining of Total Net Revenue due to Publisher through the effective date of termination and such obligation to pay shall survive any termination of this Agreement.
- This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by the Publisher to any party (the “Assignee”) without the prior written consent of Paymentwall, which shall only be granted if the Assignee meets Paymentwall’s underwriting and compliance requirements. Any purported assignment without such consent shall be void. This clause shall in no way restrict Paymentwall’s right to transfer or assign this Agreement.
- Paymentwall and Publisher are independent contractors, and neither Paymentwall nor Publisher is an agent, representative or partner of the other.
- This Agreement sets forth the entire agreement between Paymentwall and Publisher, and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein.
- The official language of this Agreement is the English language. Any conflict or ambiguity between the English version of this Agreement and any other version of this Agreement in a different language shall be resolved based on the English version.
- Any dispute hereunder will be privately negotiated in good faith between the parties within forty-five (45) calendar days commencing upon written notice from one party to the other. If the parties fail to privately resolve any dispute, the parties shall submit to arbitration performed by a mutually agreed upon arbitration provider in San Francisco, California.
- This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Publisher agrees that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state or federal courts in and for San Francisco, California, and Publisher hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
This Agreement may be amended only in writing and executed by a duly authorized representative of each party. However, Paymentwall may make changes by providing written notice to the Publisher under the following procedure:
- Paymentwall shall provide the Publisher with written notice of any proposed changes to the Agreement ("Change Notice");
- The Change Notice may be given to the Publisher in written form through the Paymentwall Admin Area, by email to an address that is registered with the Publisher Account, the current or last known address of the Publisher, or to the Publisher’s registered office;
- The proposed changes shall come into force automatically two (2) weeks after the date of the Change Notice, unless the Publisher gives prior written notice to Paymentwall that it objects to the proposed changes and wishes to immediately terminate the Agreement before the Change Notice takes effect ("Objection Notice");
- Paymentwall may stipulate a longer period for the coming into effect of any change in a Change Notice; and
- If Paymentwall receives no Objection Notice within the stipulated time frame, the Publisher is deemed to have accepted the proposed changes.
- Unless otherwise designated in this Agreement, any notice or consent under this Agreement will be in writing to the address specified below by nationally recognized express delivery service or to the email address provided for each party. The notices shall be deemed to have been given upon: (a) the date actually delivered in person; (b) the first business day after the date sent by email or overnight courier; or (c) three (3) business days following the date such notice was mailed by first class mail, if within the United States.
- Sections 4, 5, 6, 8, 13, 14, 15, 16, 17, 19.4, 20.3, 20.4, 20.5, 20.6, 20.9 shall survive the termination of this Agreement.
- The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
- If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
PAYMENTWALL REVENUE SHARE
Paymentwall and LGE’s Revenue Share on the gross revenue from other payment methods will be calculated based on the tables below.
LGE Revenue Share
|LGE Revenue Share||20%1|
Paymentwall Revenue Share
|Publishers located in US/EU|
|0-$250k Monthly||$250-500k Monthly||$500k+ Monthly|
|Credit Card (Visa & Master)||3% + $0.30||2.95% + $0.30||2.9% + $0.30|
|+ Cross Border Fee||+1%||+1%||+1%|
|SpiderPipe Basic||$0.05 per transaction||$0.04 per transaction||$0.03 per transaction|
|SpiderPipe Premium||$0.10 per transaction||$0.09 per transaction||$0.08 per transaction|
|Publishers located outside of US/EU|
|0-$250k Monthly||$250-500k Monthly||$500k+ Monthly|
|Credit Card (Visa & Master)||4% + $0.30||3.95% + $0.30||3.9% + $0.30|
|+ Cross Border Fee||+1%||+1%||+1%|
|SpiderPipe Basic||$0.05 per transaction||$0.04 per transaction||$0.03 per transaction|
|SpiderPipe Premium||$0.10 per transaction||$0.09 per transaction||$0.08 per transaction|
1 LGE Revenue Share rate is subject to change in accordance to LGE’s discretion. Disclaimer: Paymentwall and LG TV will not handle VAT remittance on behalf of the account holder.