Terms and Conditions
Last updated on April 15, 2013
The following terms of services applies to persons who provide donations and/ or payments to entities that utilize the Piryx site for processing of said donations and/or payments.
Welcome to the user agreement (the “Agreement” or “User Agreement”) for Piryx, Inc.
A. General.This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains, and API integrations of www.piryx.com (the “Site”), including but not limited to Piryx™, and the general principles for the Web sites of any subsidiaries and international affiliates. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access our services.
An “item” refers to anything that can be bought or sold on the Site, including but not limited to demographic data.
“Piryx,” “We” and “Our” refer to Piryx, Inc.
“You” and “Your” refers to you personally acting in your own interest or on behalf of another entity for which you are authorized to act.
“Client” and “Clients” refers to Piryx customers who use the Piryx Site to raise funds or otherwise process transactions online.
The “Site” refers to the domain www.piryx.com and all subdomains and API integrations thereof.
“Your Customer” refers to any entity that utilizes a Piryx Site to provide an item of monetary value to You. This includes (but is not limited to) donations that are processed on the Piryx Site at your direction.
“Your Information” refers to any information you provide to us or other users in connection with your use of the Site.
C. Questions. If you have any questions, please contact us at http://www.piryx.com/contact-us/.
E. Other sites. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and Web sites referred to in this document, as they may contain further terms and conditions that apply to you as a Piryx user.
2. Your Rights as a User of the Piryx Site.
A. Rights of Users. By agreeing to these Terms of Service and by using the Piryx Site to process transactions, you agree to be bound by all federal, state and municipal rules related to the processing of financial transactions for the purposes of which the site is provided to you as applicable for Your nexus, the nexus of the Client for which you are providing payment, and the State of Texas.
In particular, you acknowledge that all transactions processed on your behalf through the site shall be reversible by you through the exercise of routine contractual or statutory rights. This includes your ability to reverse your transaction by contacting Piryx, contacting the Client, contacting your banking institution, or contacting your credit card company.
B. User amendments. This Agreement may not be otherwise amended except in a writing signed by you and Piryx.
C. Effective date. This agreement is effective upon acceptance in registration for new registering users, and is otherwise effective on the date of access or use of the Site for all users.
A. Availability. Our services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Our services are not available to children (persons under the age of 18), the mentally incompetent, or to temporarily or indefinitely suspended Piryx members.
B. Collection of Client Information and Account Approval Process. Prior to receiving access to a Piryx Fundraising account, you will be required to provide information regarding the business entity that you are authorized to represent. Piryx will (but is not limited to) collect the following information about you and your business entity:
- Legal Name of Entity
- Street Address
- Federal Tax ID number
- Organization Type:
- 501 c3 Registered non-profit
- Political campaign
- Other non-profit group
- For profit organization
- Are you currently accepting credit cards (yes / no)
- If yes, with whom?
- Annual Transaction volume
- Average Transaction amount
- Administrative Contact
- Banking Information:
- Bank / Financial Institution name:
- Routing number:
- Checking Account number:
- Bank Contact Name:
- Bank Contact phone number:
Upon collection of this information, Piryx and/or Piryx partners will conduct a Client Approval process to validate your submission and the information provided about your business entity. Piryx and / or partners may (but are not limited to) use one or more of the following forms of validation:
- Personal and / or Organization Credit Check
- EIN verification services
- SSN verification services
- Website review
- 501c3 registration services
- Public records search
- Contact your banking provider
- Verification of political campaign status
Upon completion of the Client Approval process, Piryx will notify you that your account is in good standing and that you are authorized to process transactions, or that Piryx has not approved your fundraising account request. Piryx reserves the right to not approve account requests for any reason.
C. Minors. If you are a under the age of 18, you can use this service only in conjunction with, and under the supervision of your parents or guardians. If you do not qualify, please do not use our Site.
D. Transferability. Further, you may not transfer or sell your Piryx account and/or User ID, if any, to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.
4. Fees And Services
A. General Fees. Piryx provides some or all of its services for a fee. Fees are quoted only in United States dollars, unless otherwise stated. You are responsible for paying all fees associated with using our service and the Site and all applicable taxes. Applicable fees will be described on the Site, and the statement of terms and conditions on the Site associated with the services is incorporated into this Agreement by reference.
B. Fee Changes. We in our sole discretion may charge a fee, or may change the fees (or associated terms and conditions) charged, for any goods or services provided on the Site, and unless otherwise stated the changes are immediately effective upon posting on the Site. We may in our sole discretion change some or all of our services at any time.
C. New Services. In the event we introduce a new service, the fees for that service are effective immediately upon the launch of the service.
D. Refunds. To initiate a refund on transactions back to your donors, contact email@example.com. Piryx will recover the full amount of the donation from your account to cover transaction reversal fees.
Time Limit for Refunds. Our time limit to offer refunds is 45 days after the transaction date. Donors are notified of this on their donation receipt. After 45 days, Piryx will no longer be able to refund and it will be your responsibility to settle with the donor.
Refund and Chargeback Reserve. Piryx reserves the right to hold funds for the use of refunds. It is possible that some of the held funds be held for up to 45 days after account is closed in case of late chargebacks and/or refunds, or held until 45 days after last transaction, whichever comes first.
5. Your Information, Restricted Activities, Your License And The Rights Of Your Customers
A. Responsibility For Your Information. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. Piryx does not endorse Your Information or any statements, opinions, recommendations, or advice expressed therein, and Piryx expressly disclaims any and all liability in connection with Your Information.
B. Restricted Activities. Your Information and your activities on the Site shall not:
- be false, inaccurate or misleading;
- be fraudulent or involve the sale of counterfeit or stolen items;
- infringe any third party′s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;check cashing;
- violate any law, statute, ordinance or regulation (including, but not limited to, those governing elections, political advertising, campaign contributions, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
- be obscene, defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- involve adult entertainment, child pornography, debt collection, Telecommunication services, Door-to-door sales, Travel services, escort services, massage parlors, prostitution, internet auctions or pharmacies, financial services, future services, gambling, medical marijuana dispensary, multi-level pyramid sales, timeshares, Payment Service Providers;
- impersonate another person;
- contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
- create liability for Piryx or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
D. Rights of Your Customers. By agreeing to these Terms of Service and by using the Piryx Site to process transactions, you agree to be bound by all federal, state and municipal rules related to the processing of financial transactions for the purposes of which the site is provided to you as applicable for Your nexus, the nexus of Your Customer, and the State of Texas.
In particular, you agree that all transactions processed on your behalf through the site shall be reversible by Your Customer through the exercise of routine contractual or statutory rights. This includes your customer contacting you directly, contacting Piryx, contacting their banking institution, or contacting their credit card company to reverse a transaction.
E. Additional Sponsored Merchant Agreements:
Prohibitions against processing Transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party.
Limitation of liability provision, including a provision in which the Sponsored Merchant agrees to abide by the limitation on our liability set forth in the Agreement.
Covenant that the Sponsored Merchant is not a third-party beneficiary under the Agreement.
A third-party beneficiary provision, conferring on us beneficiary rights, but not obligations, to the Sponsored Merchant Agreement that will fully provide us with the ability to enforce the terms of the Sponsored Merchant Agreement against the Sponsored Merchant.
Acknowledgment from the Sponsored Merchant that it will be converted to a direct Card acceptance relationship with American Express if and when it becomes a High CV Sponsored Merchant, and an express agreement that, upon conversion, the Sponsored Merchant will be bound by our then-current Card acceptance agreement and that American Express will set the Discount and other fees payable by the Sponsored Merchant for Card acceptance.
AMERICAN EXPRESS COMPLIANCE REQUIREMENTS:
Processing Restrictions. Sponsored Merchant is prohibited from processing Transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party.
Sponsored Merchant warrants that it does not hold third party beneficiary rights to any agreements between Payment Service Provider and American Express and at no time will attempt to enforce any such agreements against American Express
Sponsored Merchant confers on American Express the beneficiary rights, but not obligations, to the Sponsored Merchantís Agreement and subsequent addendums (collectively the ďAgreementĒ) between Sponsored Merchant and Payment Service Provider and, as such, American Express has the express right to enforce the terms of the Agreement against the Sponsored Merchant.
In the event that Sponsored Merchantís Estimated Annual Charge Volume becomes $1,000,000 USD or greater, Sponsored Merchant will become a direct Card-accepting merchant under the standard American Express acceptance program and cease to be a Sponsored Merchant under Payment Service Provider. As a direct Card-accepting merchant, Sponsored Merchant will be bound by American Express Card acceptance agreement and American Expressís Discount and other fees and assessments shall apply.
American Express Liability. SPONSORED MERCHANT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO SPONSORED MERCHANT FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.
6. Access and Interference
A. Access. Piryx hereby grants you permission to use the Site as set forth in this Agreement, provided that: (i) you will not reproduce, copy or distribute any part of the Site in any medium without Piryx's prior written authorization; (ii) you will not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose; and (iii) you will otherwise comply with This Agreement. Additionally, you agree that you will not copy, reproduce, distribute, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense, reverse engineer, disassemble, decompile, translate, download or otherwise appropriate all or any part of the Site except as expressly authorized herein.
Piryx, in its sole discretion, may (but has no obligation to) monitor or review your use of the Site at any time. Piryx may at any time without notice and in its sole discretion: (a) terminate a service or an area of the Site; and (b) disclose any information related to your use of the Site, or the substance of Your Information, as Piryx deems necessary to comply with applicable law, regulation, legal process or governmental request. You agree that you will not disclose any personally identifiable information about any child under the age of 13 years. You agree to use extra care when disclosing any personally identifiable information about yourself or any child over the age of 13 years.
Piryx reserves the right to discontinue or cease operation, permanently or temporarily, intentionally or unintentionally, of the Site, or any aspect thereof, at any time for any reason or none at all. Piryx may block, restrict, disable, suspend or terminate your access to all or part of the Site, including but not limited to Your Information, at any time in Piryx's sole discretion, without prior notice to You and without liability to You, whether or not you have paid for services or the membership.
B. Interference. The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to Piryx by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:
- take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of Piryx and the appropriate third party, as applicable; and
- interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iv) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
Without limiting other remedies, we may limit your activity and/or temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if;
- you breach this Agreement or the documents it incorporates by reference;
- we are unable to verify or authenticate any information you provide to us; or
- we believe that your actions may cause financial loss or legal liability for you, our users or us.
8. Privacy, Storage And License Of Your Customer Data
9. No Warranty
PIRYX, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. PIRYX, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
10. Liability Limit
IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $500.00. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys′ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party. Your indemnity obligation under this paragraph includes, without limitation, the obligation to reimburse reasonable attorneys′ fees and expenses incurred in connection with any governmental action or investigation relating to your use of the Site.
12. Legal Compliance
You shall comply with all applicable state, federal, domestic and international laws, statutes, ordinances and regulations regarding your use of our services.
13. No Agency; Exception
You and Piryx are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement; provided, however, Piryx will be acting solely on your behalf as your agent to the extent Piryx receives and holds funds obtained from your Customers. Piryx will not be initiating payment transfers or receiving or holding funds on behalf or as agent or contractor for your Customers in connection with Piryx's services under this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Piryx Attn: Legal Department 144 2nd St, San Francisco, CA 94105 (in the case of Piryx) or to the e-mail address you provide to Piryx during the registration process or otherwise (in your case). Notice shall be deemed given twenty-four (24) hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Piryx during the registration process or otherwise. In such case, notice shall be deemed given three (3) days after the date of mailing.
15. Copyright Infringement/Digital Millennium Copyright Act (“DMCA”)
Piryx does not permit copyright infringing activities and infringement of intellectual property rights on the Site, and Piryx reserves the right to take all appropriate measures to prevent infringing activities on the Site, including but not limited to removing or disabling access to items and/or terminating access to the Site by repeat infringers, i.e. someone who has been notified of infringing activity more than twice and/or has had items removed from the Site more than twice. Piryx will remove or disable access to an item if properly notified that the item infringes on another′s intellectual property rights. The person who has supplied the allegedly infringing item may then supply a counter-notice including (i) a physical or electronic signature of the user; (ii) identification of the material that has been removed, or to which access to has been disabled, and the location at which the material appeared before it was removed or disabled; (iii) a statement under penalty of perjury that the person has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and the person's name, address and telephone number and a statement that the person consents to the jurisdiction of the Federal Court for the judicial district in which the person's address is located, or if the person's address is located outside the United States, for any judicial district in which Piryx is located, and that User will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Piryx's Designated Agent, a copy of the counter-notice will be sent to the original complaining party informing that person that it will replace the removed material or cease disabling it within 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material will be replaced, or access to it restored, within 14 business days after receipt of the counter-notice. Piryx's Designated Agent to receive notifications of claimed infringement is: Brian Upton, email: firstname.lastname@example.org. A complete statement of the parties' rights and obligations under Piryx's Copyright Infringement policy can be found at http://www.piryx.com/copyright-policy/.
16. Additional Terms
The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on the Site:
- Copyright Infringement Policy: http://www.piryx.com/privacy-policy/
American Express Compliance.
Sponsored Merchant agrees to comply with all Applicable laws, rules and regulations, including the American Express Merchant Operating Guide requirements, which are incorporated into this Agreement by reference as if they were fully set forth in the Agreement. The American Express Merchant Operating Guide may be viewed at: "www.americanexpress.com/merchantopguide"
This Agreement shall be governed in all respects by the laws of the State of Texas as such laws are applied to agreements entered into and to be performed entirely within Texas between Texas residents. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be assigned by Piryx, in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 4 (Fees and Services) with respect to fees owed for our services, 5C (License), 6 (Access and Interference), 9 (No Warranty), 10 (Liability Limit), 11 (Indemnity) and 15 (Copyright Infringement/DMCA) shall survive any termination or expiration of this Agreement.
The services hereunder are offered by Piryx Inc., located at 995 Market Street, 2nd Floor, San Francisco, CA 94103.
Pursuant to 47 U.S.C. § 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at Get Net Wise, www.getnetwise.org, Safety.com, www.safety.com or by using Google or other search engine to find Websites with the search phrase “parental control.”
Disputes between you and Piryx regarding our services may be reported to Customer Support by going to http://www.piryx.com/contact-us/.