Jarvix Terms of Service
Last Updated: 4 April, 2022
The Terms and Conditions described here constitute a legal agreement ("Agreement ") between you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity) (the "Merchant ", "you "or "your ") and Jarvix (Hong Kong) Limited , a Hong Kong private limited company with offices at Suite 1618, 16th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong Special Administrative Region, People 's Republic of China (" Jarvix ", "we ", "us ", or "our ").
A. The Jarvix Service
1. Our Role
The Jarvix service (" Jarvix "or the "Services ") is a (i) payment account boarding; (ii) payment underwriting; and (iii) payment data transmission service that helps you integrate with a payment processor (the "Processor ") as described more fully in this Agreement. The Services may also apply to your use of point-of-sale equipment ("POS Equipment "), subject to availability and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.
Neither Jarvix (Hong Kong) Limited nor group companies of Jarvix (Hong Kong) Limited is a bank, payment institution or money services business, but are instead, respectively, a supplier of the Jarvix Services supplied under the Jarvix Terms and of the Services under this Agreement.
2. The Processor
The Processor(s) are technical service providers and may offer the services as an agent of one or more financial institutions in Hong Kong (each, a "Financial Services Provider "). The processing and settlement of your Transactions (as defined below) ("Payment Processing ") are carried out by the Processor(s) and any of the Financial Services Providers under a separate Processor Account Agreement , including the Hong Kong Terms of Service (collectively, the "Processor Terms "). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms which are a legal agreement between you and the Processor.
Jarvix is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the "Processor Account "). We reserve the right to change the Processor, subject to the terms of our agreement with Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.
The Processor 's role is to accept and process credit card, debit card and other types of payments (collectively "Cards ") with respect to sales of your products and services through internet-based transactions ("Card Not Present Transactions "or "CNP Transactions "). If applicable, POS Equipment permits transmission of data to the Processor from in-person, point-of-sale transactions ("Card Present Transactions "or "CP Transactions ") as well as manually entered transactions ("Keyed Transactions "). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as "Transactions ".
3. Your Role
To utilize the Services, you must be a business located in Hong Kong.
4. The Services
Jarvix hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Services (the "License "). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Services or other intellectual property rights except the limited License of use set out above.
You shall not: (i) permit any third party to access the Services, except as permitted herein and to carry out Transactions; (ii) create derivate works based on the Services; (iii) copy, frame or mirror any part of the content of the Services, other than copying or framing for your internal business purposes, (iv) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of Services; or (v) access the Services in order to build a competitive product or service.
It is your responsibility to obtain your customers 'consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, "Visa ") and MasterCard International Incorporated ("MasterCard "), UnionPay, American Express, AlipayHK, Wechatpay or other applicable Card network (such networks being, collectively, the "Payment Networks ") payment rules (the "Payment Network Rules ").
5. POS Equipment
You may elect to purchase POS Equipment from Jarvix or its affiliates that will allow you to accept CP Transactions and Keyed Transactions. POS software may be accessed by internet-connected iOS devices and Android devices, under the title "Jarvix ". Your use of the Jarvix POS hardware and software is subject to the applicable sections of the Jarvix Terms of Service.
6. Payment Methods
The Services support most Payment Network Cards including credit, debit, pre-paid, or gift cards. You assume sole and exclusive responsibility for the use of the Services. You also assume sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of customers and of the eligibility of a presented payment Card used to purchase your products and services, and Jarvix does not guarantee or assume any liability for Transactions authorized and completed which may later be reversed or charged back (See section D5 below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Jarvix or the Processor may add or remove one or more types of Payment Networks or Cards as a supported payment Card or Payment Network in their sole discretion at any time without prior notice to you.
7. Customer Service
Jarvix will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Jarvix will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing customer service or support to your customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of customers 'Cards through the Services.
8. Taxes
You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Services ("Taxes "). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers 'jurisdictions, your jurisdiction or elsewhere. We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction. Jarvix retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Jarvix deems such reporting necessary. You hereby indemnify and hold Jarvix harmless from and against any and all liability related to Taxes and filings made by Jarvix in respect thereof. You agree that we may send you any tax-related information electronically.
9. Your Customers
If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use an eligible payment Card. You will provide a receipt to your customer at the conclusion of the purchase Transaction that includes all information required under Payment Network Rules and applicable law.
10. Security
We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access, accidental loss or modification. Jarvix cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.
11. Data Security
You assume full responsibility for the security of data in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or Transaction information (collectively, "Data ", and as pertains to your customers, "Cardholder Data "). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards ("PCI-DSS ") and as applicable, Payment Application Data Security Standards ("PA-DSS "). You agree to promptly provide Jarvix with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage, or transmission of Card information, including cardholder 's account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council 's website. It is your responsibility to comply with these standards and all the Payment Network Rules.
12. Audit Right
If Jarvix believes that a security breach or compromise of Data may have occurred, Jarvix may require you to have a third party auditor, that is approved by Jarvix, conduct a security audit of your systems and facilities and issue a report to be provided to Jarvix, and, at Jarvix 's discretion, to Processor, its Financial Services Provider, Payment Networks and law enforcement, at your sole cost and expense.
13. Privacy
Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full and agree with the terms of our Privacy Policy and the Processor 's Privacy Policy . Our Privacy Policy is hereby incorporated into this Agreement. Jarvix 's Privacy Policy and the Processor 's Privacy Policy contain important information about the collection, use, retention and disclosure of personal information as well as other important matters and explains how and for what purposes we and the Processor collect, use, retain, disclose and safeguard the information you provide to us. You also acknowledge that the Processor is required to report your business name and the name of your significant controller(s) to the Member Alert To Control High-Risk merchants list of MasterCard ("MATCH List ") maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Payment Network Rules.
We will at all times comply with the provisions of applicable data protection law. If we process any personal data on your behalf when performing our obligations under this Agreement, we and you both agree that it is our intention that you shall be the data controller and we shall be the data processor in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time.
We will notify you (within a reasonable time frame) if we receive a request from a person to have access to or to erase that person 's personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement.
We will provide you with reasonable cooperation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, helping you to comply with any data subject access requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).
You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the personal data in the Cardholder Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
You consent to the exchange of your information between the account you have established through the Jarvix Services and the Jarvix account established under this Agreement; Jarvix will commingle such accounts and refers to them, together, in this Agreement as the "Jarvix Account ".
In order to process, use, record and disclose your personal information, information related to your business and Data, we or our agents may transfer such information to and receive it from the Processor, its Financial Services Provider or their respective agents, and in so doing we may transmit or possess it outside of your jurisdiction. Additionally, in order to provide the Services, we use a variety of third party "sub-processors "that fall into many broad categories —for example, we use sub-processors to help us: protect you and Jarvix from potentially risky transactions, security threats, or fraud; perform administrative tasks; deliver portions of the Services (for example, third parties that work with us to actually process credit card payments, or conduct any shipping); develop and improve our products and the Services; generate analytics or other information relating to the Services; and build our technical infrastructure (for example, using cloud storage providers, or information security vendors). By using the Services, you consent to our use of sub-processors, which is described in more detail in our Privacy Policy.
14. Privacy of Others
You represent to us that you are in compliance with all applicable privacy laws, and that you maintain a publicly-accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through the Services. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Processor to collect, use, retain and disclose any Cardholder Data that you provide to or authorize us to collect, including information that we may collect directly from you of your customers via cookies or other means, and to use that data to provide the Services (for example to process Transactions, and to screen for fraud or compliance purposes). Further, you represent that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Services as described in our Privacy Policy. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we will collect and process their Cardholder Data in our supply of the Services to you and that in so doing we may transmit or possess it outside of your or their jurisdiction and that it may be subject to disclosure as required by applicable law.
If you receive information about others, including cardholders and other customers, through the use of the Services, you must keep such information confidential and only use it in connection with the Services or as otherwise permitted by the subject of such information.
You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Cardholder Data to any third party, other than in connection with processing a Card Transaction requested by your customer.
15. Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Services (for example, including those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders, (ii) submit any Card Transaction for processing that does not arise from your sale of goods or service to a customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Card Transaction, or (v) use the Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network Rules.
You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section.
16 . Suspicion of Unauthorized or Illegal Use
We reserve the right to not provide Services in respect of any Transaction you submit which we believe in our sole discretion is in violation of this Agreement, any other Jarvix or Processor agreement, or exposes you, Jarvix or Processor or any other third party to actual or potential risk or harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Jarvix Account.
17. Payment Network Rules
The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard and American Express are available on the Internet at the following links: Visa, MasterCard and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
18. Disclosures and Notices
You agree that Jarvix can provide disclosures and notices, including tax forms that we deem appropriate, regarding the Services to you by posting such disclosures and notices in your Jarvix dashboard on our software platform, emailing them to the email address listed in your Jarvix Account, or mailing them to the address listed in your Jarvix Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to your Jarvix dashboard on our software platform or emailed to you unless we receive notice that the email was not delivered.
19. Automatic Reminders
We may use automated telephone dialing, text messaging systems and email to provide messages to you about your Jarvix Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number which you have given us and to play pre- recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications, even if information is communicated to an unintended recipient. You understand that, when you receive such calls or electronic communications, you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.
20. Payout
Jarvix will instruct Processor, with its banking partners, arrange to settle funds to the bank or other financial institution account that you designate (your "Payout Account "). You affirm that you are authorized to initiate settlements to and debits from the Payout Account, and that the Payout Account is owned by you, and administered and managed by a financial institution located in the Hong Kong Special Administrative Region. If you update your Payout Account (including via our software platform) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
Settlement to Your Payout Account:
A positive balance in your Jarvix Account will result in settlement to your Payout Account and a negative balance in your Jarvix Account will result in a deduction, set-off and/or debit of the amounts owed in accordance with Jarvix 's terms and Processors 'terms. We may reduce the amount settled to your Payout Account by the amount of Fees, Fines, and amounts owed to us for any reason.
Payout Schedule:
The term "Payout Schedule "refers to the time it takes for us to initiate settlement to your Payout Account. Your Payout Schedule is specified in the dashboard on our software platform. We may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that payment network, Processor, acquiring bank, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; (iii) where we are required by Law or court order; (iv) or where we are required by Processor. We have the right to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other risks associated with your Jarvix Account. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.
Incorrect Settlement:
The information required for settlement will depend on the Processor and financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.
21. Funds
All funds resulting from Payment Processing are held in pooled clearing accounts (the "Clearing Accounts ") with the banking partner(s) of Processor. Jarvix will instruct Process and its banking partner(s) to settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts. Funds in the Clearing Accounts are safeguarded in accordance with our statutory obligations.
In certain circumstances, we may require you to place funds in reserve or to impose conditions on the release of funds (each a "Reserve "). We may impose a Reserve on you for any reason if we determine that the risk of loss to Jarvix, Processor, Customers, or others associated with your Jarvix Account is higher than normal. For example, we may hold a Reserve if: (i) your or your Customers 'activities increase the risk of loss to us or to your Customers, (ii) you have violated or are likely to violate this Agreement, or (iii) your Jarvix Account has an elevated or abnormally high number of Disputes. If we impose a Reserve, we will establish the terms of the Reserve and provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you. In many cases, the Reserve amount will be the entire amount of Charges processed using the Payment Processing Services. We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Jarvix Account, if required to do so by Processor, or for any other reason. We may fund the Reserve with funds processed through your use of Payment Processing Services, by debiting the Payout Account or another bank account associated with your Jarvix Account, or by requesting funds directly from you.
To the extent possible, we prefer to identify the necessity for a Reserve in advance of establishing one. If you are concerned that we will impose a Reserve on you due to the nature of your business activities, please contact us before using the Services.
B. Getting a Jarvix Account
1. Registration
The Services are only made available to persons in Hong Kong that operate a business selling goods and services. You may not use the Services for non-commercial, personal, family or household purposes. To use Jarvix for your business, you are required to register for a Jarvix Account. When you register for a Jarvix Account, we will collect information such as your name if you are a sole proprietor, your business or trade name, your address, email, phone number, business identification or registration number, and certain other information that we require. We may also collect personal information (including name, birthdate, government-issued identification number, address proof) about your beneficial owners or principals.
You may register as an individual (sole proprietor) or as a corporation or other legal entity. If you register as a corporation or other legal entity, you must be authorized to act on behalf of such entity, have the authority to bind the entity to this Agreement, and you must agree to this Agreement on behalf of such entity. If you have so agreed, the term "Merchant ", "you "or "your "will mean you, the natural person acting as a business if you are a sole proprietor, or if you have registered as a corporation or other legal entity, it will mean that entity. You understand that by registering for a Jarvix Account, you are also registering for a Processor Account under the Processor Terms, and that you are simultaneously providing your information to Jarvix for the purpose of opening a Jarvix Account, and to Processor for the purpose of establishing your Processor Account.
2. Company Descriptions
As part of your registration, you must provide the name under which you do business (which may be the business 's legal name or a "doing business name ") (e.g. MyStore Online Widgets), and a billing descriptor. These two fields may appear in your customers 'credit or debit Card statements. To avoid customer confusion and Transaction disputes, it is important that you enter a description that clearly identifies your business. You hereby agree to indemnify us from any costs, liabilities, losses or expenses from disputes due to your failure to do so.
3. Verification and Underwriting
To verify your identity, we may, at our discretion, require additional information including your company registration number or business number, your HST, GST or tax number, and if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk including but not limited to business invoices, reseller authorization or distributor information, a driver 's license or other government issued identification, or business license, for you or for any of the owners or principals of your business. We may ask you for your financial statements. We may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Jarvix Account and Processor Account. You authorize us to retrieve additional information about you from third parties and other identification services.
After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Services. We will notify you once your Jarvix Account has been either approved or deemed ineligible for use of the Services.
By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Jarvix Account.
You agree that Jarvix is permitted to contact and share information about you and your application (including whether you are approved or declined), your Jarvix Account and Processor Account with the Processor and other third parties in order to perform the Services. This includes sharing information (i) about your Transactions for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the Services, (iii) to create and update our and their customer records about you and to assist us and them in better serving you, and (iv) to conduct our and their risk management process.
4. Designated Country
In registering for a Jarvix Account, you are obliged to identify the location from where you are operating the business that will use the Services in Hong Kong. By registering for a Jarvix Account, you are confirming that you are either a legal resident of Hong Kong or you are duly licensed as a business entity authorized to conduct business in Hong Kong. The Services and Jarvix Account may only be used in Hong Kong.
By accepting this Agreement you confirm that you will satisfy these requirements.
5. Prohibited Businesses
The following categories of businesses and business practices are prohibited from using the Jarvix Service ("Prohibited Businesses "). Prohibited Business categories may be imposed through Payment Network Rules or the requirements of the Processor 's Financial Services Providers. The types of businesses listed below are representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us. We may add to or update the Prohibited Business list at any time.
Financial and professional services
Investment &credit services
Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; lending instruments
Money and legal services
Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; loans; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Jarvix to hold client funds, collection or settlement amounts, disputed funds, etc.)
Virtual currency or stored value
Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value, quasi-cash or credits maintained, accepted and issued by anyone other than the seller
IP Infringement, regulated or illegal products and services
Intellectual property or proprietary rights infringement
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Jarvix intellectual property without express consent from Jarvix; use of the Jarvix name or logo including use of Jarvix trade or service marks inconsistent with the Jarvix Trademark Usage Guidelines, or in a manner that otherwise harms Jarvix or the Jarvix brand; any action that implies an untrue endorsement by or affiliation with Jarvix
Counterfeit or unauthorized goods
Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Gambling
Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
Regulated products and services
Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, or accessories including e-juice or e-liquid; online pharmacies or pharmacy referral services; contact lenses; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a province-by-province basis
Essay Mills
Essay and paper mills; homework services
Adult content and services
Pornography and other obscene materials (including literature, imagery and other media); sexually-oriented toys or products; sites offering any sexually-related services such as prostitution, escort services, pay-per view, adult live chat features, mail-order brides, explicit dating sites
Unfair, predatory, or deceptive practices
Get rich quick schemes
Investment opportunities or other services that promise high rewards
Mugshot publication or pay-to-remove sites
Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
No-value-added services
Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; services that offer third-party discounts
Products or services that are otherwise prohibited by our financial partners
Aggregation
Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds
Drug paraphernalia
Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
Event Tickets
Event or festival tickets, event ticket resellers, including theme park ticket reseller
Government Services
Embassies, foreign consulates or other foreign governments
High risk businesses
Human hair, fake hair, or hair-extensions; age verification services; bankruptcy lawyers; computer technical support and IT help desks; psychic services; extended warranties; travel reservation services and clubs; airlines; cruises; timeshares; chain-letters; flea markets; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; drop shipping or forwarding brokers; door-to-door sales; negative response marketing; credit card, foreclosure and identity theft protection; lead generation; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
Multi-level marketing
Pyramid schemes, network marketing, and referral marketing programs
Pharmaceuticals or Pseudo pharmaceuticals
Pharmaceuticals and other pseudo-pharmaceutical products that make health claims (e.g. retinol creams, lash growth serums, products containing hyaluronic acid, etc.) and medical devices
Social media activity
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity
Substances designed to mimic illegal drugs
Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
Products designed to decrypt, descramble or jam signals
Sale of products meant for decryption or descrambling; cell phone signal jammers
Video game or virtual world credits
Sale of in-game currency unless the merchant is the operator of the virtual world
Use of Jarvix in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service
Processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment of upsell or cross-sell product or service; offering substantial rebates or incentives to the cardholder subsequent to the original purchase
Any product or service that provides peripheral support of any products or services deemed illegal in Hong Kong
Sale of ads for any products or services deemed illegal in Hong Kong; sale of products that facilitate payments to any products or services deemed illegal in Hong Kong
C. Fees
1. Jarvix Fees
You agree to pay the fees for Processing that are set out in your Jarvix account on our software platform which are incorporated herein by reference (the "Processing Fees "). Processing Fees shall be collected from you by Processor on our behalf in accordance with the terms of the Processor Account Agreement
If you choose to purchase and/or use POS Equipment from us, you agree to pay the fees that are set out in sales order (the "POS Equipment Fees ").
Fees for Jarvix Services are collected by Jarvix pursuant to the Jarvix Terms (the "Jarvix Service Fees ").
Processing Fees, POS Equipment Fees and Jarvix Service Fees shall be referred to herein collectively as the "Fees ".
You are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including without limitation any profit tax, value added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
We reserve the right to change the Fees at any time, subject to a seven (7) day notice period to you in accordance with Section A18, above. If you continue to use the Services and Processor Services for such seven (7) days then you are deemed to have accepted the change in Fees contemplated by such notice .
In addition to the Fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Services in a manner not permitted by this Agreement or by such financial intermediary 's rules and regulations.
2. Security Interest
As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest in all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms) and any other bank accounts associated with your Processor Account, and in any funds processed using the Payment Processing services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you including without limitation your obligation to pay any amounts due and owing to us. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
3 . Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the Processor deduct the corresponding amounts from the Reserve Account (as such term is defined in the Processor Terms) or from funds payable to you arising from the settlement of Card Transactions, and remit such amounts to us on your behalf. If these amounts are not sufficient to meet your obligations to us, we may charge or debit your Bank Account or credit card associated with your Jarvix Services account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys 'fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees and convenience fees and other third party charges.
You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Jarvix by you. Such communication may be made by Jarvix or by anyone on its behalf, including but not limited to a third party collection agent.
4. Contesting Chargebacks
You or Jarvix may elect to contest chargebacks assessed to your account. Jarvix may provide you with assistance including notifications and software to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting chargebacks.
You grant us permission to share records or other information required with the Cardholder, the Cardholder 's financial institution and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed.
If the Cardholder 's issuing bank or the Payment Network does not resolve a dispute in your favor, we may recover the chargeback amount and any associated fees from you as described in this Agreement.
We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
D. Termination and Other General Legal Terms
1. Term
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Services or until terminated by you or by Jarvix.
2. Termination
You may terminate this Agreement by closing your Jarvix Account at any time by following the instructions on our software platform. We may terminate this Agreement and close your Jarvix Account at any time for any reason upon notice to you in accordance with Section A18 above. We may suspend your Jarvix Account and your access to the Services and any rights in respect of your Jarvix Account, or terminate this Agreement at any time or for any reason, including if (i) we determine in our sole discretion that you may be ineligible for the Services because of the risk associated with your Jarvix Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement or the Processor Terms; or (iii) upon request of Payment Network, Processor or a Card issuer. Termination of the Processor Terms may, at the discretion of Jarvix, result in a termination of this Agreement. Termination of this Agreement shall entitle Jarvix to cause Processor to terminate the Processor Terms.
If Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with the Jarvix Account. Upon your acceptance of the terms of service of such substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.
3. Effects of Termination
Upon termination and closing of your Jarvix Account, we will immediately discontinue your access to the Services. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Services. You will not be refunded the remainder of any Fees that you have paid for the Services if your access to or use of the Services is terminated or suspended. Any funds in the Financial Services Provider 's custody will be paid out to you subject to the terms of your Payout Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and Processor may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to chargebacks, Fees, refunds, or other investigations or proceedings.
Termination of this Agreement will not necessarily terminate your Jarvix Services Terms, unless Jarvix determines otherwise.
Upon termination you agree: (i) to immediately cease your use of the Services; (ii) to discontinue use of any Jarvix or Processor trademarks and to immediately remove any Jarvix or Processor references and logos from your website and/or physical location if applicable; (iii) that the license granted under this Agreement shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Services or deletion of your information or account data; and (vi) you will still be liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
4. Ownership
The Services are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to our trademarks or service marks.
For the purposes of this Agreement, "Intellectual Property Rights "means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas "). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
5. Your Liability and Indemnification Concerning Liabilities
Nothing in this Agreement shall serve to diminish your liability under the Processor Terms or Jarvix Services Terms. You are obliged to fulfill your obligations under this Agreement and those under the Processor Terms and Jarvix Services Terms.
Jarvix has agreed to indemnify and hold Processor harmless for some, and in some cases, all, of your liabilities occurring under the Processor Terms, including but not limited to Disputes (including but not limited to chargebacks), Refunds, Reversals, Returns and Fines (as such terms are defined in the Processor Terms). Insofar as Jarvix becomes liable to Processor or any other third party for any penalties, fines, fees or other liabilities under or in respect of the Processor Terms, the Services, the Payment Processing services or the Payment Network Rules, you agree to indemnify and hold Jarvix harmless from and against any and all such liabilities.
Additionally, we may require personal guaranty from a significant controller(s) of a business for funds owed under this Agreement.
You agree to indemnify and defend Jarvix, our group companies, our affiliates, and their respective employees, agents and service providers (each, a "Jarvix Entity ") against any claim, suit, demand, loss, liability, damage, action or proceeding (each, a "Claim ") brought by a third party against a Jarvix Entity, and you agree to fully reimburse the Jarvix Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, fines, penalties, Disputes, Reversals, Returns, chargebacks (as such terms are defined in the Processor Terms) or any other liability we incur that results from your use of the Services; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers; or (v) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including but not limited to indemnification of Processor or any Payment Network.
The significant controller of the Merchant ("Significant Controller ") shall be responsible and liable as well as the Merchant, for all moneys, debts and liabilities incurred by and owing and/or payable from Merchant in respect of the Responsible Sum to JARVIX or any JARVIX Entities, whether actual or contingent, past, present or future, or as principal or surety, at any time and from time to time. For the avoidance of doubt, this guarantee shall exist for so long as there is any Responsible Sum.
"Responsible Sum "means all or any money and liabilities which shall from time to time (and whether on or at any time after demand) be due, owing or incurred and/or payable in whatsoever manner to JARVIX or any JARVIX Entity by the Merchant in relation to the use of the Service, including but not limited to the Transaction Fee, Chargeback Amount, Reversed Amount, Disputed Amount, Dispute handling fee, administrative expenses and any applicable fee in relation to the use of Service.
The Significant Controller will be required to pay, on demand by JARVIX and/or any JARVIX Entity all Responsible Sum. By ways of examples and without limitation, the Significant Controller may be called upon to pay under this Agreement if the Merchant is unable or admit inability to settle the Responsible Sum as they become due or in the event of any proceeding in or analogous to bankruptcy, insolvency, winding up or liquidation against the Merchant. The Significant Controller 's maximum liability under this Agreement shall be the total sum of all historical transactions.
The Significant Controller will also be assumed the full responsibility for administrative and legal events, including but not limited to the submission of invoice, credit card receipt and contract signing, in compliance to the specified method and time requested by JARVIX. The delay or failure to do so will be deemed as a breach of this Agreement. In any event where the Significant Controller and/or the Merchant fails to fulfil the obligations, JARVIX may initiate commercially reasonable and legitimate actions, including but not limited to legal proceedings in against either one or both in retrieving the applicable funds and/or necessary information. JARVIX also reserves the right to authorise any individual or entity to exercise this right.
JARVIX and/or any JARVIX Entities reserve the right to claim any direct and/or indirect loss from the Significant Controller and/or the Merchant including but not limited to reputation loss, expectation loss, expenditure loss, loss of chance arising from any chargeback, reversal, chargeback and dispute regarding Merchant 's use of Service and failure to fulfill its obligations.
6. Your Representations, Warranties and Covenants
You represent and warrant to us that: (a) if you are a sole proprietor, you are at least eighteen (18) years of age; or if you are a corporation or other entity, that the person entering into this agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; and (c) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete.
You hereby covenant to us that: (a) any sales Transaction submitted by you will represent a bona fide sale by you; (b) any sales Transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer; (c) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers; (d) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including but not limited to any applicable tax laws and regulations; (e) except in the ordinary course of business, no sales Transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (f) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services; (g) any information you provide to us will be accurate and complete.
7. NO WARRANTIES
THE SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS "AND "AS AVAILABLE "BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICES IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR FROM (I) Jarvix; (II) PROCESSOR, SUPPLIERS OR LICENSORS OF Jarvix OR PROCESSOR; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE "DISCLAIMING ENTITIES "AND INDIVIDUALLY A "DISCLAIMING ENTITY "), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER Jarvix, THE PROCESSOR NOR THE FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
8. Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR Jarvix ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8, THE DISCLAIMING ENTITIES 'CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO Jarvix DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF Jarvix OR PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Services are controlled and operated from facilities in United States, Hong Kong, Singapore and Japan. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, Hong Kong, Singapore, Japan, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, Hong Kong, Singapore and Japan, or are a foreign person or entity blocked or denied by the government of United States, Hong Kong, Singapore and Japan.
9. Disputes; Choice of Law; Jurisdiction and Venue, Miscellaneous
You agree that any disputes arising out of or relating to this Agreement or the Services shall be resolved in accordance with this Section D9.
This Agreement is governed by the laws of the Hong Kong Special Administrative Region and foreign laws applicable therein, except for the security interest or hypothec created pursuant to Section C2 above, which will be governed by and construed in accordance with the laws of the applicable province in which such security interest or hypothec is registered, and in each case without regard to its choice of law provisions to the contrary. The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in the Hong Kong Special Administrative Region.
Jarvix may, or may direct Processor to, respond to and comply with any subpoena, warrant or other legal order ("Legal Process ") that we believe to be valid. The Processor or any applicable Financial Services Provider may deliver or hold any funds or any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by Law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
10. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at https://jarvixpay.com, on our software platform, or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
11. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
12. Change of Business
You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your business or trade name or the manner in which you accept payment. You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a "Bankruptcy Proceeding "). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of your or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against 25% or more of your total assets.
You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Payment Network Rules or law.
13. Parties
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
14. Third Party Services and Links to Other Websites
You may be offered services, products and promotions provided by third parties and not by us. If you decide to use these Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Jarvix website and software platforms may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, recommendation by us. You agree that your access to any such website is at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website 's own rules and policies.
15. Force Majeure
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Sections C1 or D5, including without limitation for Reversals, chargebacks, Claims, Fines, Fees, Refunds or unfulfilled products and services.
16. Entire Agreement; Remedies
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Jarvix with respect to the provision of the Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Jarvix or Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Jarvix and our vendors and suppliers and sets forth your exclusive remedies with respect to the Services and your access and use of the Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.
17. Survival
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A6 Payment Methods, A8 Taxes, A10 Security, A11 Data Security, A12 Audit Right, A13 Privacy, A14 Privacy of Others, A15 Restricted Use, A16 Suspicion of Unauthorized or Illegal Use, A17 Payment Network Rules, A18 Disclosures and Notices, A19 Automatic Reminders, Section C Processing Card Transactions and Receiving Your Funds in its entirety, and Section D Termination and Other General Legal Terms in its entirety.