PayNow Buyer Agreement

This Buyer Agreement (the "Agreement"), is a binding agreement between you ("You" or "Buyer") and PayNow Services, Inc., a Pennsylvania Corporation ("Provider", "We" or "Us") under which Provider offers certain applications, tools and services (collectively "Services"). This Agreement provides additional terms and conditions, in addition to the Terms of Use for use of any PayNow hosted website including paynow.gg, paynow.store, checkout.paynow.gg, and customized Creator webpages (the "Website"), in order to use specific features on the Website, including obtaining, licensing, or subscribing to digital goods, products, content, and related items (the "Items"). The Items are only virtual items, and no physical items are available through PayNow's Services.

BY CLICKING THE AGREE BUTTON, CREATING AN ACCOUNT ON THE WEBSITE OR ENTERING INTO TRANSACTIONS FOR ITEMS THROUGH THE SERVICES, YOU (A) ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ANY OTHER APPLICABLE AGREEMENT, POLICIES, AND ADDITIONAL TERMS POSTED ON OUR WEBSITE; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT OPEN AN ACCOUNT OR TRANSACT FOR ITEMS THROUGH THE SERVICES.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 13(L) BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. IF YOU DO NOT OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE SUCH ACTION AGAINST US OR OUR AGENTS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

1. About PayNow Services, Inc.

This Agreement applies to all Buyer accounts, including all subscription plans for the Services, and to all uses of the Website as a Buyer of Items. Please review this Agreement carefully and understand its terms before signing up for an account with Us or transacting for any Items using our Services. If You do not accept this Agreement, You will not be able to pay for Items or otherwise use the Services.

You may be required to enter into additional or supplemental terms ("Additional Terms") that relate to additional Services or Your geographic location. These Additional Terms are in addition to the terms of this Agreement and do not replace this Agreement unless specifically stated in such Additional Terms or this Agreement.

2. Definitions

"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination to verify an individual's identity and authorization to access and use the Services.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Creator" means a video game or software platform server operator on the PayNow platform that lists, promotes, or markets digital goods (such as in-game content or access to a game server) via a PayNow-hosted storefront (a "Creator Store").

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent any user from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider disabling device.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means as applicable to a party, any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"Marketplace" means a platform affiliate of various Creators that promotes or markets Creators' Items (such as in-game content or access to a game server) that enables Buyers to transact for Items from PayNow.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Information" means information that the Buyer provides or for which the Buyer provides access to Provider, or information which Provider creates or obtains on behalf of Buyer, in accordance with this Agreement that: (i) relates to or directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

"Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider. Third-Party Materials include any such material and information that is available via a Marketplace.

3. Services

a. Access and Use.

Subject to and conditioned on Buyer's compliance with the terms and conditions of this Agreement, Provider hereby grants Buyer a non-exclusive, non-transferable right to access and use the Services during the Term, in accordance with the terms and conditions herein.

b. Service and System Control.

Except as otherwise expressly provided in this Agreement, as between the parties, Provider has and will retain sole control over the operation, provision, maintenance, and management of the Services.

c. Reservation of Rights.

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

d. Changes.

Provider reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's Services to Buyers; (ii) the competitive strength of or market for Provider's Services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.

e. Subcontractors.

Provider may from time to time in its discretion engage third parties to perform Services or aspects of the Services (each, a "Subcontractor").

f. Suspension or Termination of Services.

Provider may, directly or indirectly, and by use of a Provider disabling device or any other lawful means, suspend, terminate, or otherwise deny Buyer's, or any other Person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its sole discretion, that: (i) Buyer has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Buyer is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This section does not limit any of Provider's other rights or remedies, whether at Law, in equity, or under this Agreement.

g. Third-Party Terms.

When using our Services, You are responsible for complying with all terms and conditions of any Marketplace or any third-party game or software platform related to Items accessed through Provider Systems. In addition, You may transact for Items from a Creator Store or Marketplace without having an account, by being logged into Your third-party game or software platform account, such as through Facepunch, Steam, and others, and initiating a transaction for the Items from the Creator Store or Marketplace without being logged into Provider Systems. In such an event, You are also subject to all terms and conditions of the third-party systems which You use to access Provider Systems.

h. Interruption.

Provider shall not be responsible for any interruptions to the Services, and no refunds, compensation, or reimbursements shall be given for such interruptions.

4. Use Restrictions; Service Usage and Data Storage

a. Use Restrictions.

Buyer shall not, and shall not permit any other Person to, access or use the Services except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Buyer shall not, except as this Agreement expressly permits:

i. copy, modify, or create derivative works or improvements of the Services;

ii. fail to pay for Items after completing a transaction;

iii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

iv. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Website, in whole or in part;

v. bypass or breach any security device or protection used by the Services or access or use the Services through the use of his or her own then valid Access Credentials, or transfer or provide Your Access Credentials to any other party;

vi. input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

vii. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider's provision of Services to any third party, in whole or in part;

viii. remove, delete, alter, obscure, or otherwise tamper with any trademarks, end-user license agreements, warranties, or disclaimers from the Services;

ix. remove, delete, alter, obscure, or otherwise tamper with any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;

x. access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other user of the Services or Provider Systems, or violates any rights of privacy), or that violates or circumvents any applicable Law;

xi. post or upload content that is inappropriate, false, inaccurate, misleading, deceptive, defamatory, or libelous, or distribute any spam, unsolicited or bulk electronic communications, or viruses;

xii. use any robot, spider, scraper, data mining tools, or other automated methods to access the Services for any purposes, or circumvent any technical measures used to provide the Services;

xiii. access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage; or

xiv. otherwise access or use the Services beyond the scope of the authorization granted under this Section 4.

b. Enforcement of Policies.

If We believe You have violated our policies, We may take a range of actions, including but not limited to suspension of Your account, cancelation of Your account, and termination of the Services. How We enforce our policies may depend on a variety of factors and any waiver in enforcement of any policy or term shall not preclude Us from the future enforcement for the same activities or Actions, or constitute a future waiver.

5. Buyer Obligations.

a. Buyer Systems and Cooperation.

Buyer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with Provider's specifications all Buyer operating systems on or through which the Services are accessed or used; and (b) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement. Even if You access Provider Systems, a Creator Store, or a Marketplace through a third-party service, You are subject to these terms and conditions as a condition of such access, including transacting for any Items through a Creator Store or Marketplace. We may also allow You to enter Your third-party game or software platform credentials to ensure acquired Items go to Your account, and You agree to only use Your credentials for such third-party site.

b. Effect of Buyer Failure or Delay.

Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Buyer's delay in performing, or failure to perform, any of Your obligations under this Agreement.

c. Corrective Action and Notice.

If Buyer becomes aware of any actual or threatened activity prohibited under this Agreement, Buyer shall immediately: (a) take all reasonable and lawful measures within Your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and permanently erasing from Your operating system and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.

d. Obligations as a Buyer.

i. You are responsible for reading and understanding the full
listing information for any Item, before offering to transact
for such Item;

ii. Upon bidding on an Item, agreeing to acquire an Item, upon
acceptance of an offer, or having a winning bid for an Item, You
have entered into a legally binding contract to make payment for
such Item;

iii. You are responsible for providing accurate information
regarding Your geographic location; and

iv. You understand and agree that the applicable Creator (and not
Provider) delivers the Item and transfers any applicable rights,
to any Items listed or provided through the Services, and any
dispute regarding delivery, transfer, or rights in Items must be
addressed directly with the Creator.

e. International Transactions.

You understand and agree that the Services may be provided globally and allow for transfer of Items between a Buyer and Creator located in separate countries, and that our Services may be accessible internationally. You may be subject to Additional Terms related to international transactions, when You transact for an Item from a Creator in a different country, and You are responsible for complying with all export rules and regulations for Your country that may be applicable to any international transactions that You enter into through the Services. We may provide or provide access to third-party tools, including automated tools, including without limitation language translation tools to help You facilitate these type of transactions. Notwithstanding the foregoing, You understand and agree that any translations are provided AS IS without any warranty of any kind and We do not guarantee the accuracy of such translations, or that such translation services will even be available.

In addition, You consent to the Processing of Your Personal Information in accordance with our Privacy Policy (located at: https://paynow.gg/privacy-policy), including transfer of such Personal Information internationally, to facilitate the Processing and fulfillment of any listing of, offer to transact for, or transfer of any Item. Notwithstanding the foregoing, We may engage third parties to facilitate or provide such services, and You may be subject to the privacy policy of such third party.

6. Records, Data, and Security

a. Records and Data.

The Services do not replace the need for Buyer to maintain regular records, receipts, data backups, or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF BUYER DATA.

b. Buyer Control and Responsibility.

Buyer has and will retain sole responsibility for: (i) all Buyer data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Buyer in connection with the Services; (iii) the security and use of Buyer's Access Credentials; and (iv) all access to and use of the Services directly or indirectly by or through the Buyer's Access Credentials, with or without Buyer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7. Fees and Payment.

a. Foreign Exchange Fees. 

We reserve the right to charge for and Buyer shall pay Provider any foreign exchange fees for local currency payments.

b. Returns and Refunds.

In the event that You want to return or request a refund for an Item, You must directly submit such request to Provider for review.

c. Taxes

When You initiate a transaction, the price payable is the price indicated at the time of the transaction, plus all applicable sales and/or use taxes, value added tax (VAT) or any other taxes imposed by any federal, state, or local governmental or regulatory authority that Provider may assess. Such applicable taxes may be added to the price displayed at checkout through the Services. Provider will not bear responsibility for any additional taxes that might arise.

d. Payment Methods.

You must have a payment method on file when using our Services to initiate transactions, before placing any offer to transact, or for recurring payments for certain Services. If Your payment method expires or fails, We may suspend, cancel, or restrict Your account including Your access to Items You have subscribed to until any charges owed are paid. Please note payments may be processed by or through a third-party servicer, which may place a hold on the payment method, including for recurring payments.

Transactions made through the Services will be in United States Dollars, unless otherwise noted. If You use a different currency, our payment providers will apply an exchange rate and may charge additional transaction fees. Buyer is responsible for all such additional fees.

e. Transactions through Services.

Each Creator and Marketplace (if applicable) has authorized Provider as act as merchant of record and their commercial agent to accept orders, complete transactions and collect Buyer payments on their behalf. When You initiate a transaction for an Item through the Services, upon completion of the transaction with Provider, the relevant Creator or Marketplace will be responsible for fulfillment of the order, including delivering the Item, transferring any applicable rights, and any other post-transaction support. As the merchant of record and commercial agent, payment to Provider shall constitute Payment to the relevant Creator or Marketplace. Though Provider may assist with certain practical issues on behalf of the relevant Creator or Marketplace, including certain customer service and refund processing functions, except as otherwise provided in this Agreement, Provider does not have any contractual obligations to You regarding any Items acquired through the Services. Provider is not the Creator of any Items listed through the Services or via a Marketplace and Provider is not responsible for the quality, functionality, availability, or other aspects of Items.

8. Intellectual Property Rights.

a. Trademarks.

Our name and logos, and other slogans that We use in connection with the Services are the trademarks, service marks, or trade dress of Provider in the United States and other countries. You shall not use any such Intellectual Property Rights without prior express written permission.

b. Intellectual Property Rights.

All Intellectual Property Rights in and to the content, images or anything else appearing on or used in operation of the Website, or used in our Services are owned by or licensed to Provider.

c. Software.

Any Provider software is licensed, not sold, and Buyer does not have any ownership interest in such software or any other Intellectual Property Rights of Provider under or in connection with this Agreement.

9. Representations and Warranties.

a. Mutual representations and warranties.

Each party represents and warrants to the other party that:

i. it has the full right, power, and authority to enter into and perform its obligations under this Agreement;

ii. to the extent applicable, the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and

iii. when You agree and accept this Agreement, it will constitute the legal, valid, and binding obligation, enforceable against You in accordance with its terms.

b. Disclaimer of warranties.

ALL SERVICES ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET BUYER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN BUYER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

FOR ANY ISSUE WITH THE ITEMS LISTED THROUGH THE SERVICES, PROVIDER MAY DIRECT YOU TO WORK WITH THE CREATOR OR OPERATOR OF THE CREATOR STORE OR MARKETPLACE TO RESOLVE SUCH AND YOU HEREBY UNDERSTAND AND AGREE THAT PROVIDER SHALL NOT HAVE ANY LIABILITY FOR AND DOES NOT PROVIDE ANY WARRANTIES OF ANY KIND FOR ANY ITEMS, AND ALL ITEMS ARE GENERATED BY THIRD PARTIES, AND AS SUCH PROVIDER CANNOT AND DOES NOT ACCEPT ANY LIABILITY FOR OR RELATED TO SUCH ITEMS AND DISCLAIMS ALL WARRANTIES RELATED TO SUCH ITEMS, AND WITHOUT THIS DISCLAIMER OF ALL WARRANTIES COULD NOT AND WOULD NOT OFFER THE SERVICES.

YOU ARE SOLELY RESPONSIBLE AND LIABLE IF YOU ENTER THE WRONG ACCESS CREDENTIALS FOR THE GAME OR SOFTWARE PLATFORM TO WHICH THE ITEMS BELONG, AND PROVIDER CANNOT AND WILL NOT RETURN THE ITEMS OR SWITCH THE ITEMS FROM ONE THIRD-PARTY ACCOUNT TO ANOTHER. PROVIDER DOES NOT KEEP AN INVENTORY OF YOUR ITEMS , BUT INSTEAD THOSE ARE DIRECTLY TRANSFERRED TO THE ACCOUNT YOU ENTERED AND YOU ARE SOLELY RESPONSIBLE FOR ENSURE THAT YOU HAVE ENTERED THE PROPER INFORMATION.

10. Indemnification.

You agree that You will be responsible for Your use of the Services, and You agree to indemnify, defend, and hold harmless Provider and its Subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a "Provider Indemnitee") from and against any claim, liability, damage, Loss, and expense, including reasonable attorneys' fees and costs, resulting from any Action by a third party (other than an affiliate of a Provider Indemnitee) due to or arising out of:

i. Your access to, use of, or alleged use of the Services;

ii. any materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Buyer;

iii. any allegation of facts that, if true, would constitute Buyer's breach of any of its representations, warranties, covenants, or obligations under this Agreement;

iv. any violation of applicable Law or rights of a third party.

PayNow reserves the right, at PayNow's own cost, to take on the exclusive defense and control of any matter subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with PayNow's defense of that claim.

11. Limitations of Liability.

a. EXCLUSION OF DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. CAP ON MONETARY LIABILITY.

THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO AMOUNTS PAID TO PAYNOW IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Term and Termination.

a. Term.

This Agreement commences as of the effective date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect (the "Term").

b. Termination.

In addition to any other express termination right set forth elsewhere in this Agreement:

i. Either Party may cancel this Agreement upon providing written notice to the other Party, subject to payment of any outstanding amounts owed.

c. Effect of Termination or Expiration.

Upon any termination of this Agreement, except as expressly otherwise provided in this Agreement:

i. All rights, licenses, consents, and authorizations granted by Provider to Buyer hereunder will immediately terminate;

ii. Buyer shall immediately cease all use of any Services;

iii. Provider may disable all access to Buyer account;

d. Surviving Terms.

The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 4, Section 7, Section 8, Section 9, Section 10, Section 11, this Section 12, and Section 13.

13. Miscellaneous.

a. Further Assurances.

On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

b. Notices.

Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to Provider as follows (or to such other address or such other Person that Provider may designate from time to time in accordance with this Section 13(b):

PayNow Services, Inc.

1442 Pottstown Pike #421

West Chester, PA 19380-1271

Email: support@paynow.gg

Notices sent in accordance with this Section 13(b) will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the fifth (5^th^) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

c. Interpretation.

For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

d. Headings.

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

e. Entire Agreement.

This Agreement and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, any related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) this Agreement, excluding any exhibits, schedules, attachments, and appendices; (b) any exhibits, schedules, attachments, and appendices to this Agreement as of the effective date; (c) any other documents incorporated herein by reference; (d) Provider's Privacy Policy; and (e) the Website Terms of Use.

f. Assignment.

Buyer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of Law, or otherwise, without Provider's prior written consent.

g. Force Majeure.

i. No Breach or Default.

In no event will Provider be liable or responsible to Buyer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, pandemics, epidemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, Law, or Actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power, network, or transportation facilities

ii. Affected Party Obligations.

In the event of any failure or delay caused by a Force Majeure Event, Provider shall give prompt written notice to Buyer stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

h. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

i. Amendment and Modification.

Provider may amend or modify this Agreement at any time by providing notice of such amendments or modifications. Buyer's continued use of the Services is Buyer's consent and agreement to such amendments or modifications.

j. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

k. Governing Law; Submission to Jurisdiction.

This Agreement is governed by and construed in accordance with the internal Laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the Laws of any jurisdiction other than those of the State of Pennsylvania. Any legal suit, Action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States located in Philadelphia, Pennsylvania or the courts of the State of Pennsylvania in each case located in the Chester County Pennsylvania, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, Action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, Action, or other proceeding brought in any such court.

l. Agreement to Arbitrate; Waiver of Jury Trial.

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND PROVIDER, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT PROVIDER AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS WILL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at this page. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by You or by Us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator's decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude You from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Us for You.

m. Equitable Relief.

Buyer acknowledges and agrees that a breach or threatened breach by Buyer of any of Your obligations under Section 4(a), Section 5, Section 7(c) Section 8, Section 9, Section 10, and Section 11, would cause Provider irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Provider will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at Law, in equity, or otherwise.

n. Attorneys' Fees.

In the event that any Action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.