Merchant User Terms

These User Terms (the “Terms”) are between Pay2Day, Inc. (dba Authvia) (“Authvia”) and “you” as the “User” and govern your use and access to the online and mobile payment platform (the “Authvia Payment Platform”) and related services that allow you to provide billing solutions to effectively and seamlessly bill and have your customers pay for services you provide to them(the “Services”). Authvia and you may be individually referred to in these Terms as a “Party” and collectively as the “Parties.”

By accessing or using the Services in any way, You agree to be bound by these Terms. If You do not agree to all the terms and conditions herein, You may not access or use the Services. If you are entering into these Terms on behalf of a company, or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the terms and conditions set forth herein.

All use of the Services shall be subject to these Terms and any specifications, fees, features, scope, duration and such additional terms and conditions, which are specified under a corresponding order form detailing the term (the “Subscription Term”), payment, and scope of the Services (the “Order”) and/or other separate agreement with you or your company for the provision of Services (the “Agreement”). An Order may constitute an email confirmation sent to you detailing the services purchased, the Subscription Term, and the fees paid or payable for such Services. If your company has an executed Agreement with Authvia or an authorized reseller, then the terms and conditions of that Agreement shall supersede these Terms in the event of any conflict. In the absence of an Agreement, these terms shall control, except as may be expressly modified by an Order.

Authvia may, without prior notice to you, modify these Terms from time to time in its sole discretion. Any revision to these Terms shall be posted online or otherwise notified to You. All such changes to these Terms are effective immediately and apply to your access and use of the Services on a going forward basis. Unless otherwise expressly agreed to by Authvia, your access to and use of the Services are subject to, and constitute your full acceptance of the version of the Terms in effect at the time of your access or use of the Services.

Requirements

In order to access or use the Services, you must: (i) be a legally formed entity or an individual sole proprietor 18-years of age or older residing in the United States, or an individual authorized to represent a legally formed entity; (ii) accept, agree to, and comply with these Terms; and (iii) provide all information requested by Authvia, such as your legal name, email address, mailing address, phone number, and such other information as Authvia may reasonably request from time to time in order to provide you with the Services. You represent and warrant that all such information you provide to Authvia from time to time is truthful, accurate, current, and complete.

Authvia Payment Platform and Services

Access Rights. Subject to payment of the applicable Fees, and for the duration of the Subscription Term, as defined in the Order or corresponding Agreement Authvia will make the Payment Platform and related Services available to you and your end user customers (each, a “Customer”) who are authorized by you to access the Services. Authvia hereby grants you a limited, non-exclusive, non-transferable license to access and use the Services ordered, together with any updates, upgrades, bug fixes, modifications, help content, and other related material, as applicable solely for your internal use and provision of billing services to your Customers for the  duration of the Subscription Term. You agree your use of the Services is not dependent on any future functionality or features of the Services. You acknowledge that the Services may be available and accessed through one of Authvia’s multiple partners (each, a “Partner”). In the event you access our Services through a Partner, Authvia shall not be responsible for any failure of such third-party Partner services or your inability to access the Authvia Payment Platform and/or related Services as a result.

Subscription Term. The Subscription Term shall be set forth in the corresponding Order or Agreement, or if not specified thereunder, shall commence when you first access the Authvia Payment Platform and shall continue for one (1) year thereafter or until your last use of the platform, whichever is longer.

Services Specifications/Requirements

Any technical or other specific features of the Services not described hereunder shall be as described in the Order or the Agreement. You acknowledge that use of the Services other than pursuant to these Terms or as otherwise indicated in the Order, may adversely affect the Services’ performance.

Changes to Services. Authvia reserves the right to make changes or updates to the Services, such as infrastructure, security, technical, configurations, application features, etc. during the Subscription Term. Any changes to the Services will not result in a material reduction in the level of performance, security or availability of the Services provided to you during the Subscription Term.

Supported Browsers. In order to use the Services, you must currently be using one of the internet browsers and operating systems set forth below, or the most recent, supported version of the following browsers: IE 11, Microsoft Edge (latest two versions), Chrome (latest two versions), Firefox (latest two versions), Safari (latest two versions).

Authvia reserves the right, in its sole discretion, to change the minimum hardware or software requirements needed to access or retain electronic records without notice, which may impact your ability to access or retain subsequent records.  

Your Use of the Services

Restrictions. You shall not (a) willfully tamper with the security of the Services or tamper with other accounts of Authvia, (b) access any data in the Services not intended for you; (c) log into a server or account in the Services that you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of any of the Services or to breach the security or authentication measures without proper authorization, (e) willfully render any part of the Services unusable, (f) rent, lease, lend, sublicense, assign, distribute, publish, transfer or otherwise permit any third party to access the Services except as expressly permitted herein, (g) create derivative works based on the Services except as permitted herein, (h) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (i) reverse engineer the Services, or (j) access the Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Services.

You may not use the Services to: (a) violate any applicable local, state, national or international law; (b) stalk, harass or harm another individual; (c) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (d) interfere with or disrupt the Services, or servers, or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or (e) upload or transmit information or content that is infringing, defamatory, obscene, fraudulent or otherwise illegal. Without limiting any rights or remedies that Authvia may have available at law or in equity, including, without limitation, any right to seek monetary damages for your breach, you agree that Authvia may seek a court order to compel you to comply with these Terms, and you understand that Authvia may immediately terminate your access to the Services at any time if you violate the restrictions set forth above or any other terms in this Agreement.

Prohibition on Resale. You may not resell or sublicense the Service to any third-party without Authvia’s express written consent. You further agree not to combine or integrate the Service with hardware, software or other technology or materials not provided by Authvia or expressly agreed to be Authvia, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code. Authvia reserves the right, but is not obligated to, monitor you use of the Services.

Merchant Data. You hereby grant Authvia the right to use, process, and transmit for purposes of providing the Services, in accordance with these Terms, any data you provide to Authvia through your use of the Services, including any Customer data or information you submit or your Customer’s submit through their use of the Services (collectively, “Merchant Data”). Authvia agrees and acknowledges that you own all Merchant Data and that Authvia has no rights to such Merchant Data except as expressly permitted hereunder. For purposes of these Terms, “Merchant Data” means all data and information you submit to Authvia through your use of the Services, which may include, your or your Customer’s name, address, other contact information, financial account information, passwords, electronic serial number and/or personal identification number or code required for Authvia to provide the Services hereunder. Except for Statistical Viewer Usage data, as described below, you own all right, title, and interest in and to the Merchant Data provided to Authvia during your use of the Services. Authvia will not access the Merchant Data except (i) as strictly required to provide the Services hereunder; (ii) monitor compliance with these Terms; (iii) determine if there has been a violation of these Terms; or (iv) upon your request or upon your written consent (including by email).  You agree that Authvia may collect and use technical data and related information, including but not limited to technical information about the system and peripherals that is gathered periodically to facilitate the improvement of the Services or to provide Services or technologies to you. You understand and acknowledge that when you use the Services, Authvia may collect or measure data and information regarding your interaction with the Services (the “Statistical Viewer Usage Data”).  Statistical Viewer Usage Data is owned by Authvia and shall be used only in an aggregated and anonymous manner.

Accurate Records. You agree you shall provide true, accurate, current and complete information about yourself, and where applicable, as prompted by the registration and log in process, and shall ensure you have all proper consents for the information collected from any of your Customers provided to Authvia. You may receive a unique username and password in connection with your use and access of the Services. You shall protect the confidentiality of such login and other related account information and agree not to allow any other person to use the login information to use or otherwise access the Services. You must notify Authvia immediately of any unauthorized use of this information by emailing the following address: help@authvia.com.

Compliance. You are responsible for (i) all activities that occur with respect to your account for the Authvia Services and any other related Partner account; (ii) your users and Customer’s use of the Authvia Payment Platform and related Services and compliance of such parties with these Terms, and (iii) all Merchant Data uploaded, stored, or accessible by you or your Customers via or on the Authvia Payment Platform.

Consumer Terms. Any access or use of the Services by your Customers must be in accordance with the terms set forth in the following link https://www.authvia.com/legal/terms-and-conditions  (the “Consumer Terms”).

Marketing Materials. If any marketing materials are provided by Authvia under these Terms, you agree to comply with the rules and regulations of the most current Mobile Marketing Association’s Best Practices Guide and all other such associations, as they may exist from time to time, and the rules and regulations of any federal or state department or agency having jurisdiction over the activities of you or Authvia (“Rules”), including any restrictions on third party marketing. Authvia will provide approved language for marketing materials to be circulated by you, and the parties will mutually agree on any public announcements prior to their publication. In the event of any marketing of the Services, you will (a) avoid deceptive, misleading or unethical practices that are or might be detrimental to Authvia, the Services or the public; and (b) make no false or misleading representations with regard to Authvia or the Services.

Fees and Taxes

In consideration for your access to and use of the Services, you agree to pay the fees specified in an Order or applicable Agreement (“Fees”). All Fees may only be paid electronically via the online portal made available for payment by Authvia or will be automatically deducted from payment processing settlement amounts. Authvia reserves a right to charge interest if Authvia is unable to process your payment, or on any amounts that are otherwise unpaid more than thirty (30) days after the payment is due, at a rate equal to the lesser of 1.5% per month, or the highest rate permitted by law. In the event that you question the amounts charged on any invoice, you must notify Authvia in writing within thirty (30) days of your receipt of such invoice. Authvia shall not exercise its right to charge interest or suspend Services, if you dispute the applicable charges reasonably and in good faith and cooperate diligently to resolve the dispute. You are responsible for providing complete and accurate billing and contact information to Authvia and notifying Authvia of any changes to such information.

All Fees are exclusive of any applicable sales, excise, use, or similar taxes.

Payment Processing

You acknowledge and agree that Authvia (i) is not a financial institution and does not provide banking or payment processing services; (ii) is not a party to the payment transactions performed between you and your Customers; (iii) does not hold or transmit any funds belonging to you or your Customers; (iv) is not liable for delays in delivery of Customers’ payments for any reason, including, but not limited to, as a result of the actions or inactions of any banks, processors, card networks, or other third parties; (v) is not liable for any Customers’ payments that are not completed because (a) a Customer’s payment account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit or overdraft protection of Customer’s payment account; (b) a Customer has not provided Authvia or you with correct or updated payment account information; (c) a Customer’s payment account has expired; or (d) typographical errors in the display of the payment, except to the extent caused by Authvia’s gross negligence or willful misconduct. You are responsible for contracting directly (a “Payment Processor Agreement”) with a third-party payment processor or gateway (each, a “Payment Processor”) and for communicating to the appropriate party any errors or inconsistencies in payment. You shall be solely responsible for complying with the terms of such Payment Processor Agreement, including, but not limited to, refraining from conducting any prohibited activities that may be described therein.  

Notwithstanding the foregoing, in some circumstances, Authvia may deliver payment instructions on your behalf to the Processing Party of your election and make other changes in order to facilitate payment processing. In such cases, you expressly agree to provide Authvia access to your account with the Payment Processor solely for the purposes of carrying out your instructions with respect to the payment processing, making any other changes required for payment processing services, consistent with such instructions, or taking any other actions necessary to carry out such instructions. Your instructions may be delivered or provided to Authvia via email. Authvia shall not, under any circumstance, take any actions inconsistent with such instructions. Authvia takes no responsibility for the processing services provided by the Payment Processor and is not responsible for any damages, overcharges, chargebacks, reversals, or other payment disputes or errors relating to payment transactions facilitated by the Authvia Payment Platform and related Services, except arising from Authvia’s gross negligence or willful misconduct.

Ownership

Intellectual Property. You acknowledge and agree that the Services are protected by copyright, trademark, patent, and other intellectual property laws. Except as expressly provided in these Terms, Authvia does not grant you any license, express or implied, to the Authvia Payment Platform and other related Services or any other of Authvia’s intellectual property. Authvia retains all right, title, and interest in and to the Services, including any updates, upgrades, and modifications thereto, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights.

Authvia Branded Services. Where applicable, to the extent any Customers using the Services can see Authvia’s name, logo, and/or other Authvia branding on the Services (the “Authvia Marks”), then Authvia grants you the right to use the Authvia Marks solely in connection with such Customer facing portion of the Services and in accordance with any Authvia Marks guidelines as provided by Authvia. No other right to use the Authvia Marks are granted hereunder and any benefits or goodwill derived from such Authvia Marks belong solely to Authvia.    

Feedback. You may submit comments, information, questions, data, ideas, description of processes, or other information to Authvia from time to time (collectively, “Feedback”). Authvia may freely use, copy, disclose, license, distribute, and otherwise exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

Suspension of the Services

Authvia may suspend your use of and access to the Services if (i) you provide or Authvia has reasonable grounds to suspect that any information submitted to Authvia is untrue, inaccurate, not current, or incomplete, (ii) failure to pay any Fees due and owing hereunder; (iii) if the laws or regulations materially affect the provision of the Services; or (iv) for any other violation of the terms herein that Authvia reasonably determines is materially affecting the provision of Services to other customers.

Data Privacy & Security

Privacy Policy. You acknowledge and agree that Authvia will operate in accordance with its published Privacy policy (available at, https://www.authvia.com/legal/privacy-policy)

Security. Authvia will securely store your information and will not give or sell it to others for advertising or marketing purposes without your consent. Authvia maintains administrative, physical, electronic and procedural safeguards to protect your personal information. you agree that to the extent you collect any information from your Customers regarding the Services, you maintain appropriate administrative, physical, electronic and procedural safeguards to protect such information.

CCPA Service Provider Terms.  To the extent that you are subject to the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq., (“CCPA”) the parties agree that you are an individual or “Business” under the CCPA and Authvia is a “Service Provider” that (a) provides the Services to you pursuant to this Agreement and (b) Processes, on your behalf, Personal Information that is necessary to perform the Services under these Terms. The parties further agree and covenant as follows:

(1) Authvia is acting solely as a Service Provider with respect to Personal Information.
(2) Authvia shall not Sell Personal Information.
(3) Authvia shall not retain, use or disclose Personal Information (i) for any purpose other than for the specific purpose of performing the Services, or (ii) outside of the direct business relationship between you and Authvia.
(4) Authvia shall cooperate with you if you or your Customer requests (i) access to Personal Information, (ii) information about the categories of sources from which the Personal Information is collected, or (iii) information about the categories or specific pieces of the Personal Information, including by providing the requested information in a portable and, to the extent technically feasible, readily useable format that allows the Consumer to transmit the information to another entity without hindrance. Authvia shall promptly inform you in writing of any requests with respect to Personal Information.  
(5) Upon request, Authvia shall promptly delete a particular Consumer’s Personal Information from our records.  In the event Authvia is unable to delete the Personal Information for reasons permitted under the CCPA Authvia shall (i) promptly inform you or the relevant Consumer of the reason(s) for its refusal of the deletion request, (ii) ensure no further retention, use or disclosure of such Personal Information except as may be necessitated by the reason(s) for Authvia’s refusal of the deletion request and as disclosed to you or the relevant Consumer, (iii) take commercially reasonable steps to ensure the privacy, confidentiality and security of such Personal Information pursuant to this Agreement, and (iv) delete such Personal Information promptly after the reason(s) for Authvia’s refusal has expired.
(6) Authvia certifies that it understands and will comply with the restrictions and requirements set forth in this Data Privacy & Security section.
(7) For the purposes of this paragraph (6) only, the following definitions shall apply:

“Consumer” means an identified or identifiable natural person who is a resident of the United States, including without limitation an identified or identifiable natural person who is a California resident, as defined in Section 17014 of Title 18 of the California Code of Regulations.

“Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household, that may be (i) disclosed or otherwise made available at any time to Authvia by you in anticipation of, in connection with or incidental to the performance of the Services; or (ii) Processed at any time by Authvia in connection with or incidental to the performance of the Agreement.

“Processes” / “Processing” means any operation or set of operations that are performed on personal data or on sets of Personal Information, whether or not by automated means.

“Sell” shall have the meaning ascribed to it in the CCPA.

Term & Termination

These Terms, as modified from time to time, shall remain in effect for so long as you continue for the duration of the Subscription Term and for as long as you continue to use the Services in accordance with the Order or Agreement. Upon termination of the applicable Order or Agreement, access to the Services shall terminate immediately. Termination of these Terms will not affect any of the rights or your obligations arising under these Terms prior to termination.

Authvia may terminate these Terms if you materially breach any of the provisions of these Terms and fail to cure such breach within thirty (30) days of receipt of written notice therefore. Authvia may immediately terminate these Terms for any material default knowingly or intentionally caused by you with respect to your obligations to comply with Authvia’s policies or rules. Authvia may, at its sole discretion, effect such termination upon delivery of written notice to you without regard to any provisions for cure of default.

Changes and Cancellations

Changes or cancellations to the Services are permitted, however, you may only cancel the Services if you have been using and paying for Services specified in an Order or Agreement for a period of ninety (90) days or longer. Should you cancel or change the Services, Authvia shall not pay any pro-rated Fees, nor refund any pre-paid Fees, unless otherwise expressly agreed by Authvia. Should you wish to cancel the Services, access to the Services will terminate immediately upon such cancellation.  

Confidentiality

Each Party shall maintain the confidentiality of any confidential or sensitive information disclosed hereunder (the “Confidential Information”). Each Party agrees not to disclose the Confidential Information to any third party for a period of three (3) years following disclosure, except (i) as necessary to perform their obligations under these Terms, (ii) in order to comply with government agency, court order, subpoenas, or other legal reporting requirements, or (iii) where the disclosing party grants express consent for the disclosure of such Confidential Information. Each Party’s duties under this section will apply to (i) information which is marked to clearly identify it as the Confidential Information of the relevant Party, or, if disclosed orally, which is identified as Confidential Information at the time of disclosure; and (ii) information which, due to its nature or the circumstances surrounding its disclosure, any reasonable person would conclude is intended to be considered confidential and proprietary for purposes of these Terms.

Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of either Party; (b) was in either Party’s lawful possession prior to the disclosure and had not been obtained by such Party either directly or indirectly from the other Party; (c) is lawfully disclosed to the Party by a third party without restriction on the disclosure; or (d) is independently developed by each Party.

Warranties

The parties represent and warrant respectively that: (a) each has the full power and authority to execute, deliver and perform these Terms; (b) these Terms are valid, binding and enforceable against both parties; and (c) each is duly organized, authorized and in good standing under the laws of the state of its organization and is duly authorized to do business in all other states in which that Party's make such authorization necessary or required.

Disclaimer. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND EXCEPT AS OTHERWISE PROVIDED HEREUNDER, AUTHVIA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.  

Indemnification

Indemnification by Authvia. Authvia shall indemnify you against any damages, attorneys’ fees and costs finally awarded against you arising from any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (“Claim Against You”), except to the extent such Claim Against You arises from a Merchant Assumed Risk (as defined below), provided that you (a) promptly give Authvia written notice of the Claim Against You, (b) give Authvia sole control of the defense and settlement of the Claim Against You (provided that Authvia may not settle or defend any Claim Against You unless it unconditionally releases you of all liability), and (c) provide to Authvia all reasonable assistance, at Authvia’s expense. In the event of a Claim Against You, or if Authvia reasonably believes the Services may infringe or misappropriate, Authvia may in its discretion and at no cost to you (i) modify the Services so that they no longer infringe or misappropriate, without breaching any warranties made by Authvia hereunder, (ii) ensure your continued use of the Services in accordance with this Agreement, or (iii) terminate the Services upon thirty (30) days written notice and refund you any prepaid Fees covering the remainder of the Subscription Term, as applicable.

Indemnification by You. You agree to indemnify, hold harmless and, at Authvia’s option, defend Authvia (including its affiliates, officers, directors, employees, agents, licensors, suppliers and any third-party information providers) from and against any losses, liabilities, and expenses, including reasonable attorney’s fees, resulting from (i) your or your Customers misuse of the Services hereunder, (ii) your negligence or willful misconduct; (iii) a breach of your obligations, representations or warranties hereunder; (iv) breach of applicable law; and/or (v) any claim by any third party that the Services infringe such third party's intellectual property rights, if such alleged infringement arises, in whole or in part, due to modification of the Services by you, or on your behalf, or if such alleged infringement arises, in whole or in part, due to combination or integration of the Services with hardware, software, equipment and/or technology not supplied by Authvia hereunder, if such infringement would have been avoided by use of the Services absent such combination or integration (“Merchant Assumed Risks”), provided that you shall not settle any claim unless such settlement completely and forever releases Authvia from all liability with respect to such claim or unless Authvia provides its prior written consent to such settlement, and further provided that Authvia shall have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

Limitation of Liability

IN NO EVENT SHALL AUTHVIA, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR COST OF COVER) ARISING OUT OF, OR RELATED TO, YOUR USE OF THE SERVICES OR THE FAILURE OF AUTHVIA OR ANY PROVIDER TO PROPERLY PROCESS AND COMPLETE TRANSACTIONS THEREUNDER, EVEN IF YOU HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. AUTHVIA SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AUTHVIA, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES EXCEED THE FEES PAID BY YOU FOR YOUR ACCESS TO AND USE OF THE SERVICES. This Section will apply to the maximum extent permitted under applicable law.

Electronic Notifications

All disclosures, policies, notices and other communications about the Service, including these Terms, as well as revisions and amendments to these Terms, and such other information, including but not limited to information under applicable laws and regulations, will be provided to you in electronic form. All future notices will be posted on Authvia’s website or shall be communicated to you by email. You agree that such electronic notification shall constitute effective notice.

Relationship of Parties

No agency, joint venture, partnership, trust, or employment relationship is created between Authvia and you by way of these Terms. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

Assignment

You may not transfer or assign these Terms or any license set forth herein, in whole or in part, without Authvia’s prior written consent. Any attempted transfer or assignment by you without Authvia’s prior written consent will be null and void. These Terms will be binding on all permitted assignees.

General Terms

You shall comply with all laws, rules and regulations that apply to the access and use of the Services. These Terms will be subject to and construed in accordance with the laws of the State of Delaware, excluding its rules regarding conflicts of law. The failure of Authvia to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms shall remain in full force and effect. You agree that any claim or cause of action that you may have related to the Services, and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. These Terms, along with any applicable Order or Agreement constitute the entire agreement between you and Authvia with regard to the matters described above.