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Terms of use

TERMS AND CONDITIONS

The following terms and conditions apply to all customer contracts of Payference, Inc. and to all customer contracts for Alevate AR of Serrala Americas, Inc. These terms and conditions also apply to all orders that refer to these terms or this website. These terms and conditions do not apply where individual terms are attached to an Order Form.

  1. DEFINITIONS

“Customer” means the individual or organization that is named in the Order Form.

“Effective Date” of this Agreement means the date identified on the Order Form as the commencement date of the Subscription Services.

“Fees” means the fees payable by the Customer for the Subscription Services and other services as set forth in the Order Form.

“Initial Term” means the period of time specified in an Order Form for which the Customer is authorized to access and use the Subscription Services. The Initial Term can be renewed or extended for additional periods (the “Renewal Term” and collectively, the “Term”). Once the Term expires, the Customer’s right to use the Subscription Services under this Agreement is terminated.

“Intellectual Property” means all intellectual property, including patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order Form” means the specific form describing the Subscription Services and other services that Serrala will provide to customer and signed by the Parties.

“Parties” means Serrala and the Customer.

“Serrala” means Serrala Americas, Inc, 205 N. Michigan Avenue Suite 4110 or such other entity of the Serrala group of companies as stated in the Order Form.

“Subscription” or “SaaS” means the hosted services to which Customer subscribes through, or otherwise uses, as set form in the Order Form.

“Subscription Services” means Alevate AR services that Serrala provides on Subscription basis to customers.

“Taxes” means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges, or interest, but excluding any taxes based on Serrala’s net income, capital or franchise.

  1. SAAS SERVICES AND SUPPORT

2.1 Subject to the terms of this Agreement, Serrala will use commercially reasonable efforts to provide Customer the Subscription Services in accordance with the Service Level Terms attached hereto as Exhibit B. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Serrala account. Serrala reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

2.2 Subject to the terms hereof, Serrala will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.

  1. RESTRICTIONS AND RESPONSIBILITIES

3.1 Subject to Customer's compliance with the terms of this Agreement, including timely payment of the Fees for the Term, Serrala grants to Customer a non-exclusive, non-transferable, royalty-free world-wide license to permit Customer to access and use the Subscription Services described herein.

3.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services or any software, documentation or data related to the Subscription Services (“Software”); modify, translate, or create derivative works based on the Subscription Services or any Software (except to the extent expressly permitted by Serrala or authorized within the Subscription Services); use the Subscription Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

3.3 Further, Customer may not remove or export from the United States or allow the export or re-export of the Subscription Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.

3.4 Customer represents, covenants, and warrants that Customer will use the Subscription Services only in compliance with Serrala’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Serrala against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Subscription Services. Although Serrala has no obligation to monitor Customer’s use of the Subscription Services, Serrala may do so and may prohibit any use of the Subscription Services it believes may be (or alleged to be) in violation of the foregoing.

3.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Subscription Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  1. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Serrala includes non-public information regarding features, functionality and performance of the Subscription Service. Confidential Information of Customer includes non-public data provided by Customer to Serrala to enable the provision of the Subscription Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Subscription Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2 Customer shall own all right, title and interest in and to the Customer Data. Serrala shall own and retain all right, title and interest in and to (a) the Subscription Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation of the Subscription Services or support, and (c) all Intellectual Property related to any of the foregoing.

4.3 Notwithstanding anything to the contrary, Serrala shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Subscription Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Serrala will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Subscription Services and for other development, diagnostic and corrective purposes in connection with the Subscription Services and other Serrala offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.4 Serrala is free to use any feedback, including suggestions for improving the Subscription Services, and any Intellectual Property based hereof is for Serrala’s exclusive use. Serrala is permitted to use Derived Analytics Data to ensure the functionality of the Subscription Services, to improve them and to develop new products and services (e.g. to use data to train AI models). Serrala is entitled to use and further adapt the Derived Analytics Data without restriction in all known and unknown forms of use and without limitation of transferability, sub-licenses, time, place or manner, irrevocable, also after termination of the contractual relationship and free of charge; whereby, Serrala must always keep Customer’s Confidential Information strictly confidential and act in accordance with all applicable data protection requirements. "Derived Analytics Data" means all data generated by the Customer's use of the Subscription Services, derived data or metadata regarding the processed content, as well as data derived from Customer's data.

  1. PAYMENT OF FEES

5.1 Customer will pay Serrala the then applicable Fees. If Customer’s use of the Subscription Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Serrala reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then‑current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email). Customer must notify Serrala in writing of any disputed invoice charge within thirty (30) days of the receipt of the invoice, otherwise the invoice shall be deemed accepted. Inquiries should be directed to Serrala’s customer support department.

5.2 Serrala may choose to bill through an invoice, in which case, full payment for invoices issued in any given month are due on receipt of the invoice. If Customer is paying with credit or debit card, Customer authorizes Serrala to bill Customer’s credit or debit card for the Initial Term and for the then current fee due for a Renewal Term. Except as otherwise set forth in this Agreement, all Fees paid to Serrala are non-cancellable and non-refundable. All Fees must be paid by Customer to Serrala in United States Dollars, id no other currency is explicitly stated in the Order Form. Unpaid amounts 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 and may result in immediate termination of Subscription Service. Customer shall be responsible for all taxes associated with Subscription Services , implementation services or support.

5.3 Customer shall issue a purchaser order to Serrala if the Customer’s internal process requires a purchase order prior to payment. However, standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the Party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

5.4. All fees listed in the Order Form are exclusive of any and all taxes and tariffs imposed by applicable law in connection with the transactions under this Agreement. Customer shall be responsible for payment of any and all taxes and tariffs relating to Customer’s purchase and use of the Subscription Services or other services purchased. Customer shall not be liable for taxes based on Serrala’s net income, capital, or corporate franchise. Serrala shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall pay all taxes directly to the applicable tax authority not otherwise invoiced by Serrala but required to be paid by applicable law or tax authority. If requested, Customer shall promptly provide Serrala with verification of such payment. Customer shall reimburse and indemnify Serrala for any and all costs (including but not limited to taxes) incurred by Serrala resulting from Customer’s failure to pay, late payment or miscalculation of any taxes, or failure to promptly provide Serrala with verification of such payment. The Parties agree to reasonably cooperate with each other in the event of an audit or inquiry by a tax authority or other governmental entity If Customer is required to withhold or deduct any portion of the payments due Serrala, Customer will increase the sum payable to Serrala by the amount necessary so that Serrala receives an amount equal to the sum it would have received had Customer made no withholdings or deductions.

  1. TERM AND TERMINATION

6.1 This Agreement is binding for the Initial Term as specified in the Order Form, and shall be automatically renewed for additional periods of one year each, unless either Party requests termination at least thirty (90) days prior to the end of the then-current Term. The Term constitutes a fixed term and any termination during the Term requires good cause of the terminating Party.

6.2 In addition to any other remedies it may have, either Party may also terminate this Agreement upon thirty (30) days’ written notice or without notice for cause in the case of nonpayment, or if the other Party materially breaches any of the terms or conditions of this Agreement and fails to remedy the breach within a curing-deadline of at least thirty (30) days set by the other Party. Customer will pay in full for the Subscription Services up to and including the last day on which the Subscription Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6.3 Upon termination or expiry of this Agreement, Customer shall cease any and all access or use of the Alevate AR Subscription Services and provide Serrala with proof thereof.

  1. WARRANTY AND DISCLAIMER

Serrala shall use reasonable efforts consistent with prevailing industry standards to maintain the Subscription Services in a manner which minimizes errors and interruptions in the Subscription Services and shall perform the implementation of the Subscription Services in a professional and workmanlike manner. Subscription Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Serrala or by third-party providers, or because of other causes beyond Serrala’s reasonable control, but Serrala shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Serrala does not warrant that the Subscription Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Subscription Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SUBSCRIPTION SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND SERRALA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  1. INDEMNITY

Serrala shall hold Customer harmless from liability to third parties resulting from infringement by the Subscription Service of any United States patent or any copyright or misappropriation of any trade secret, provided Serrala is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Serrala will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Subscription Service (i) not supplied by Serrala, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Serrala, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Subscription Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Subscription Services are held by a court of competent jurisdiction to be or are believed by Serrala to be infringing, Serrala may, at its option and expense (a) replace or modify the Subscription Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Subscription Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Subscription Service.

  1. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SERRALA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SERRALA’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SERRALA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SERRALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.This Agreement is not assignable, transferable or sublicensable by Customer except with Serrala’s prior written consent. Serrala may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement 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 Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Serrala in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement 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 e-mail; 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 Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The Parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Serrala to serve as a reference account upon request.

 

EXHIBIT B

Service Level Terms

The Subscription Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Serrala’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Serrala's entire liability, in connection with Subscription Service availability shall be that for each period of downtime lasting longer than one hour, Serrala will credit Customer 5% of service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Serrala) recognizes that downtime is taking place, and continues until the availability of the Subscription Services is restored. In order to receive downtime credit, Customer must notify Serrala in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Fees in any one (1) calendar month in any event. Serrala will only apply a credit to the month in which the incident occurred. Serrala’s blocking of data communications or other service in accordance with its policies shall not be deemed to be a failure of Serrala to provide adequate service levels under this Agreement.

EXHIBIT C

Support Terms

Serrala will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 6:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by emailing support.

Serrala will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.