Last updated 20 April 2017

Please read carefully the terms and conditions of this end user license agreement (EULA) before downloading, installing or using the software application (App) provided by PayNow Pty Ltd (PayNow). This is a legal agreement between PayNow and you.

PayNow integrates the services provided by Stripe Payments Australia Pty Ltd (Stripe) into an App to facilitate you accepting your customer’s payments (Platform Services). PayNow and Stripe are independent entities, and nothing in this EULA does or attempts to represent any partnership, agency, or employment relationship between PayNow and Stripe.

To provide you the Platform Services, you agree to input into the App your customer’s credit, debit, transaction or any other card payment details (Card Details) by manual or other means, including but not limited to ‘near-field-communication’ technology. You agree that Card Details are processed by Stripe as a Card Not Present (CNP) transaction and acknowledge that you may be wholly responsible for any fraudulent misuse of Card Details by your customers. You also agree to provide other data such as your customer’s name, email address, time and sum of transaction (Data).  The Card Details and Data are securely encrypted and transmitted to Stripe by PayNow in accordance with a Connect Platform Agreement (https://stripe.com/au/connect/legal) between PayNow and Stripe and PayNow’s Privacy Policy.

In order for PayNow to provide you with the Platform Services, you agree to create a standalone, or utilise your existing, Connected Account with Stripe, consistent with Standard Onboarding as that term is used in the Connect Platform Agreement.  You must agree to the Stripe Connected Account Agreement prior to using your Connected Account with Stripe and the App with PayNow.  In creating a Connected Account, it is your responsibility to provide sufficient data to enable Stripe to validate your account. PayNow will not prepopulate any data on your behalf.  PayNow will only engage in Activity on your Connected Account to the extent that it is doing so as an agent on behalf of the Connected Account (as a merchant payee) for the limited purpose of processing or acceptance of payments using the Stripe Service.

You have read and agree that the terms of this EULA and the documents listed below, which are incorporated herein by reference (Terms), govern your access to and use of the App: Pay Now’s Privacy Policy; Stripe’s Merchant Services Agreement (https://stripe.com/au/legal#section_a); Stripe’s Connect Account Agreement (https://stripe.com/au/connect-account/legal) Stripe’s Connect Platform Agreement https://stripe.com/au/connect/legal; Stripe’s Privacy Policy (https://stripe.com/au/privacy) and any other document that may be referred to within all those documents listed above.

By downloading, installing or using the App you acknowledge and agree, in addition to the above, that:

  1. your use of the App in conjunction with the Stripe Service is solely at your own risk;
  2. the App is licensed, not sold to you and you may use the App only as set forth in this EULA;
  3. you consent to the collection, use, sharing and transfer of your personally identifiable information, including the transfer and processing of your information outside your home country, as outlined in the PayNow Privacy Policy;
  4. you acknowledge that third party terms and fees may apply to the use and operation of your mobile device in connection with your use of the App, such as your carrier’s terms of service, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees; and
  5. as set forth in this EULA, the App is provided “as is”.

IF YOU DO NOT AGREE TO BE BOUND BY ABOVE TERMS (AS DESCRIBED IN FURTHER DETAIL BELOW) YOU MAY NOT DOWNLOAD, INSTALL OR USE THE APP.

MODIFICATION OF THE EULA. PayNow reserves the right to modify and/or change any of the terms and conditions of this EULA at any time and without prior notice. If PayNow materially modifies this EULA it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the App or the Service for the first time after such material changes are made. By continuing to use the App after PayNow has posted a modification of this EULA, you agree to be bound by the modified EULA. If the modified EULA is not acceptable to you, your only recourse is to discontinue the use of and uninstall the App. This Agreement will also govern any software upgrades and/or updates provided by PayNow that upgrade and/or supplement the App, unless such upgrades and/or updates are accompanied by a separate license, in which case the terms of that separate license will apply.

LIMITED LICENSE. Conditioned upon your compliance with the terms and conditions of this EULA, PayNow hereby grants to you a limited, revocable, non-exclusive, personal, non-sublicensable, non-transferable, non-assignable license to install and use the executable form of the App solely for your personal use on a device (whether mobile device or other) owned or controlled by you. PayNow reserves all rights in the App not expressly granted to you in this EULA.

PHONE SETTINGS AND UNINSTALL PROCEDURES. As part of the installation process of the App, you may be changing your mobile device settings. By installing the App, you agree you have approved such changes. Such changes may include, without limitation, the allowing software updates of the App once a new version is released and showing notifications from the App. To uninstall the App, you may use the standard uninstall procedures offered by your device’s operating system and/or the procedures outlined in PayNow’s Frequently Asked Questions.

USE RESTRICTIONS. You may not use the App in any manner that could: (i) damage, disable, overburden, or impair the App (or any server or networks connected to the App), or (ii) interfere with any third party’s use and/or enjoyment of the App (or any server or networks connected to the App). Except as expressly specified in this EULA, you may not: (a) copy or modify the App; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the App to any third party; or (c) use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA.

You agree and permit PayNow to take all reasonable steps to ensure that you do not use Stripe Service in violation of the Stripe Services Agreement or for any activity that is expressly prohibited, including those activities listed at Prohibited Businesses List (https://stripe.com/prohibited_businesses).

You acknowledge and agree that portions of the App, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of PayNow and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the App provided in object code or any other PayNow products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

RESERVATION OF RIGHTS. The software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code and all other elements of the App (the “PayNow Materials”), are protected by copyright laws of various jurisdictions, and all other relevant intellectual property and proprietary rights, and applicable laws. All PayNow Materials, including intellectual property rights therein and thereto, are the property of PayNow or its subsidiaries or affiliated companies and/or third-party licensors. PayNow reserves all rights not expressly granted in this EULA. You shall not acquire any right, title or interest to the PayNow Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this EULA.

TERM AND TERMINATION. This EULA will remain in effect until terminated. The EULA, and your rights and licenses hereunder, will terminate immediately upon your breach of the EULA. You may terminate the EULA by uninstalling and discontinuing your use of the App.

PayNow may terminate support of the App and/or this EULA, or limit or terminate your access to the App at any time for any reason. Sections entitled Reservation of Rights, Term and Termination, Warranty Disclaimer and Limitation of Liability, Indemnification, and Miscellaneous shall survive any termination of this EULA.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE APP IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYNOW DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. PAYNOW EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SERVICE, OR THE QUALITY OR CONSISTENCY OF THE SERVICE.

LIABILITY WAIVER. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL PAYNOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE THE SERVICE AND ANY INFORMATION AVAILABLE THEREON, EVEN IF PAYNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL PAYNOW’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, WHETHER IN CONTRACT OR TORT, EXCEED FIVE DOLLARS ($5).

INDEMNIFICATION. To the maximum extent permitted by law, you agree to defend, indemnify and hold PayNow and its affiliates, officers, directors, employees, agents, and licensors harmless from any and all claims, suits, losses, liability, costs or expenses (including, but not limited to reasonable legal fees) arising from or incurred as a result of your use of the App or any breach by you of this EULA.

MISCELLANEOUS. (a) This EULA and all the policies referenced herein constitute the entire agreement between PayNow and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of PayNow. (b) The section titles in this EULA are provided solely for convenience and have no legal or contractual significance. (c) This EULA shall be governed by and interpreted under the laws of the State of Western Australia and where applicable Australia regardless of your country of origin or where you access the Services, and without regard to its conflicts of laws provisions or the United Nations Convention for the International Sale of Goods; (d) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (e) If for any reason a court of competent jurisdiction finds any provision of his EULA or portion thereof, to be unlawful, void or unenforceable, that provision of this EULA shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. (f) You may not assign your rights under this EULA to any party without PayNow’s consent.

NOTICE REGARDING GOOGLEPLAY. You acknowledge that this EULA is between you and PayNow only, not with GooglePlay, and GooglePlay is not responsible for the App and the content thereof. GooglePlay has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify GooglePlay and GooglePlay will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, GooglePlay has no other warranty obligation whatsoever with respect to the App. GooglePlay is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. GooglePlay is not responsible for the investigation, defense, settlement and discharge of any third party claim that your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. GooglePlay, and GooglePlay’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, GooglePlay will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If PayNow provides a translation of the English language version of this EULA is provided, the translation is provided solely for convenience, and the English version shall prevail.