BASS INTERNATIONAL SOFTWARE - MONTHLY SUBSCRIPTION (SaaS) TERMS & CONDITIONS
Last updated: January 16, 2019
These Bass International Software Monthly Subscription (SaaS) Terms (“Terms”) are an agreement between you (“you” “your” and “Bass International Software”) and Bass International Software Corporation (“Bass International Software,” "we," "us," and "our") that describes your rights to use the services that Bass International Software makes available to you to facilitate Payment Transactions (“Bass International Software Pay Merchant Services”). By registering for Bass International Software Pay Merchant Services as set forth herein, and your continued use of Bass International Software Pay Merchant Services, you represent and warrant to us that you have the authority to enter into the Agreement (as defined below), and you also agree to be bound by its terms.
IF YOU LIVE IN (OR YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES, PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 9. IT AFFECTS HOW DISPUTES ARE RESOLVED.
Terms and Conditions
a) “Applicable Law” means any laws (including common law), codes, statutes, ordinances, rules, regulations, regulatory bulletins or guidance, regulatory examinations or orders, decrees and orders of any governmental authority, as may be amended and in effect from time to time.
b) “Buyer(s)” means an end user who engages in a Payment Transaction with a Merchant.
c) “Bass International Software Service” means an online platform or service owned or operated by Bass International Software or a Bass International Software affiliate.
d) “Network Rules” means the respective and collective by-laws, rules, regulations, operating manuals, operating letters and policies, and cardholder data security standards, as such may be amended from time to time, and established and imposed by a Payment Network.
e) “Payment Network” means Visa, MasterCard, American Express, Discover or other network with respect to payment cards, which Bass International Software indicates that Bass International Software Pay Merchant Services may accept and process from time to time.
f) “Payment Processor” means one or more payment processors that have entered into a contractual relationship with Bass International Software to offer Payment Processing Services in connection with Bass International Software Pay Merchant Services.
g) “Payment Processing Services” means services related to payment processing, including, but not limited to, card processing and settlement, currency exchange, identity verification, fraud analysis, funds distribution, and regulatory compliance.
h) “Payment Transaction” means the Buyer’s purchase of Merchant’s products or services or other payment to a Merchant via a Bass International Software Service using Bass International Software Pay.
i) “Personal Information"
i. If you live in (or your principal place of business is located) outside the European Union. Personal Information means all information or data that identifies or could (alone or with other information or data) be used to identify, contact, or locate a person to whom such information pertains, or that is associated with such information or data. Examples of personal information may include: name and address, phone number, biometric identifiers, location, contacts, photos, audio and video recordings, documents, SMS, email, or other text communication, screen shots, and in some cases, combined browsing history.
ii. If you live in (or your principal place of business is located) in the European Union. Personal Information means personal data (as such term is defined in the Data Protection Act 1998 (until 24 May 2018) and the General Data Protection Regulation ((EU) 2016/679)) (from 25 May 2018) and all information or data that identifies or could (alone or with other information or data) be used to identify, contact, or locate a person to whom such information pertains, or that is associated with such information or data. Examples of personal information may include: name and address, phone number, biometric identifiers, location, contacts, photos, audio and video recordings, documents, SMS, email, or other text communication, screen shots, and in some cases, combined browsing history.
2. SCOPE OF AGREEMENT; DESCRIPTION OF SERVICE
b) Roles and Responsibilities. Bass International Software is not a party to any Payment Transaction between you and a Buyer. Payment Transactions are solely between you and the Buyer, and do not involve Bass International Software or any of its affiliates, and neither we nor our affiliates shall be deemed the Merchant or purchaser of Merchant products or services. You are solely responsible for all aspects of your products or services, including, but not limited to, any product or service descriptions and/or terms and conditions, and for fulfillment of purchases according to your terms and conditions (including, without limitation pricing and fees, shipping, cancellation, return, refund and privacy policies). You acknowledge and agree that your designated Payment Processor is responsible for processing all funds relating to the Payment Transaction; and that Bass International Software is not a bank or other depository institution, payment institution, a money transmitter or a money services business and does not offer any banking, money transmission or payment services.
c) Using Bass International Software Pay Merchant Services. You may use Bass International Software Pay Merchant Services to accept payments from Buyers through your designated Payment Processor. Use of Bass International Software Pay Merchant Services does not represent an endorsement by Bass International Software of any Payment Processor or its services, or Merchant or Merchant products or services available via a Bass International Software Service, and you agree that you will not state or imply any such endorsement by Bass International Software or its affiliates. You may not use Bass International Software Pay Merchant Services if your business in any way violates Applicable Law, the relevant Network Rules, or falls within one of the business types prohibited by Bass International Software as determined by Bass International Software in its sole discretion, including use of Bass International Software Pay Merchant Services to deliver, provide or be a party to any of the following activities:
i. Adult services or child pornography;
ii. Credit or debt related services;
iii. Drugs, drug paraphernalia, alcohol, pseudo pharmaceuticals, pharmaceuticals;
iv. Weapons or ammunition;
v. Financial services;
vi. Gambling, betting, contests, sweepstakes, raffles, games of chance;
vii. Goods or services we deem fraudulent, misleading, deceptive or offensive.
We may suspend, remove, or disable your ability to use the Bass International Software Pay Merchant Services for violation of this section at any time without notice, and we will have no liability for such actions. Your Payment Processor may impose additional restrictions on the products or services you can offer and/or the payment methodologies (including the Payment Networks) you can accept using their Payment Processing Services.
d) Registration & Eligibility. To use Bass International Software Pay Merchant Services, you must have, or obtain, an appropriate payment processing account with a Payment Processor and connect your account with Bass International Software Pay Merchant Services. By accepting this Agreement, you represent that you are at least 18 years old or have reached the age of majority where you live, if that is more than 18 years of age. If you are under 18 or have not reached such age of majority, your parent or legal guardian must register an account on your behalf and accept this Agreement.
By using Bass International Software Pay Merchant Services, you represent and warrant that all information you submit to Bass International Software is current, complete and accurate, and you agree to maintain and update such information promptly and that your use of Bass International Software Pay Merchant Services is only for business purposes. Use of Bass International Software Pay Merchant Services for personal use is strictly prohibited. Upon using a Bass International Software Service or Bass International Software Pay Merchant Services, you agree to provide to Bass International Software information to verify your identify. During your use of Bass International Software Pay Merchant Services, Bass International Software from time to time may request updated or additional information to continue using Bass International Software Pay Merchant Services. You agree to cooperate and provide complete, accurate, and timely information as requested by Bass International Software in connection with such verification process. You agree that Bass International Software may utilize vendors for background inquiries as we deem appropriate from time to time, during or after such verification process. In addition, should your type of business change, you must notify Bass International Software promptly.
e) Data Use. Information you provide to us, or that we may collect in connection with Bass International Software Pay Merchant Services, including from a Buyer or in connection with Payment Transactions, is subject to the Bass International Software Privacy & Cookies statement (which are available.
f) Monitoring. Bass International Software reserves the right to monitor and investigate your use of Bass International Software Pay Merchant Services, and to investigate any reported violations of this Agreement or Applicable Law. Bass International Software may take any action that it deems appropriate, including issuing warnings, suspending or terminating your access to or use of Bass International Software Pay Merchant Services, as applicable.
g) Changes to Bass International Software Pay Merchant Services. Bass International Software reserves the right to modify, suspend or discontinue your access to or use of Bass International Software Pay Merchant Services at any time in its sole discretion. Bass International Software also reserves the right to modify, update, suspend or discontinue any aspect of Bass International Software Pay Merchant Services at any time in its sole discretion.
h) Implementation. Bass International Software will provide and maintain certain software, application program interfaces (APIs), codes, and other tools to facilitate your use of Bass International Software Pay Merchant Services. All Bass International Software is subject to the licenses provided to you by Bass International Software. You must comply with all implementation and presentation requirements set forth in this Agreement and other Bass International Software policies that we may provide to you from time to time.
i) Reservation of Rights. Bass International Software retains all rights, title, and interest in and to Bass International Software Pay Merchant Services. This includes all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. Bass International Software reserves all rights not expressly granted.
k) Support and Feedback. Bass International Software is not obligated to provide any technical or other support to you for the Bass International Software Pay Merchant Services and any related services it provides. If you provide Bass International Software with feedback about its services, then you grant to Bass International Software, without charge, the right to use, share, and commercialize your feedback in any way and for any purpose. You also grant to third parties, without charge, any intellectual property rights necessary for their products, technologies and services to use or interface with any specific parts of a Bass International Software or service that incorporates your feedback. You will not give feedback that is subject to a license that requires Bass International Software to license its software or documentation to third parties because Bass International Software includes your feedback in our software or documentation. These rights that you grant to Bass International Software and third parties in this Section will survive any termination of the Agreement, or any termination of your rights to use Bass International Software Pay Merchant Services.
3. MERCHANT OBLIGATIONS
a) Buyer disputes. You are solely responsible for resolving all disputes with Buyers regarding Buyers’ Payment Transactions with you, including the quality, accuracy or delivery of your products or services.
b) Fraud prevention. To prevent fraud or illegal transactions, we may limit the number and/or amount of Payment Transactions that: (i) a particular Buyer may make; or, (ii) that you may accept using your merchant account. We may further establish limits on your use of or access to all or any aspect of Bass International Software Pay Merchant Services for fraud prevention or to comply with Applicable Law. You agree that neither Bass International Software nor our affiliates will be liable to you if we refuse to allow a Buyer to make, or you to accept, any Payment Transactions. We may also suspend, remove, or disable a Buyer’s ability to make, or for you to accept, a Payment Transaction within any product or service available via a Bass International Software Service at any time without notice, and we will have no liability for such actions. Your Payment Processor may impose its own limitations on the number and/or amount of Payment Transactions that you may accept, and we have no responsibility or liability in relation to your Payment Processor.
c) Taxes. You are responsible for determining whether taxes (including any sales, products and services, excise, import, export, value added, consumption or other taxes), fees and/or duties apply to Payment Transactions associated with your use of Bass International Software Pay Merchant Services and/or any sale of products or services made available via a Bass International Software Service and to collect, report, and remit the correct taxes, fees and/or duties to the appropriate tax authorities. You agree to indemnify and hold Bass International Software and its affiliates harmless from and against any claim arising out of or related to your failure to comply with this requirement.
4. THIRD PARTY SERVICES.
a) Payment Processors. Bass International Software has arranged for Payment Processors to provide Merchants who wish to use Bass International Software Pay Merchant Services with Payment Processing Services. We reserve the right to add or remove support for these third-party Payment Processors at any time in Bass International Software’s sole discretion.
You acknowledge and agree that Bass International Software does not provide Payment Processing Services. Bass International Software merely communicates and transmits information to you and/or to your Payment Processors regarding Payment Transactions. Payment Processors are solely responsible for their Payment Processing Services, including the receipt and settlement of Buyer funds to you.
b) Data sharing. Bass International Software may share information collected during your use of Bass International Software Pay Merchant Services and transactional information with Payment Processors when it's necessary to facilitate your use of such Payment Processors’ services or Bass International Software Pay Merchant Services.
d) Violation of Third-Party Agreement. If Bass International Software receives notice that your content, services, or activity violates your Payment Processor’s service agreement or policies, we may at our sole discretion take action against your account to comply with our obligations to such Payment Processor. Such actions may include canceling transactions, disabling your Payment Processor connection, and/or suspending access to or use of a Payment Processor or Bass International Software Pay Merchant Services.
5. MERCHANT REPRESENTATIONS AND WARRANTIES. You represent, warrant and undertake to Bass International Software that:
a) If a business or as may be required, you are duly organized, validly existing and in good standing under the laws of the country, state and/or city in which your business is registered, and that you have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;
b) Your use of Bass International Software Pay Merchant Services does not and will not violate any agreements to which you are a party or of which you are otherwise aware, and that you have obtained and maintain any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to use Bass International Software Pay Merchant Services;
c) Your use of Bass International Software Pay Merchant Services and your products and services will not infringe any proprietary or personal right of a third party;
d) Bass International Software or its affiliates’ exercise of the rights you grant under this Agreement will not obligate Bass International Software or its affiliates to pay any third party any amounts;
e) The information you provide to Bass International Software or its affiliates under or in connection with this Agreement or Bass International Software Pay Merchant Services is true, accurate, current, and complete;
f) You are subject to and will comply with all Applicable Laws and Network Rules in connection with your use of Bass International Software Pay Merchant Services, as such laws and rules may exist from time to time.
6. DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS
a) DISCLAIMER OF WARRANTY. WE PROVIDE BASS INTERNATIONAL SOFTWARE PAY MERCHANT SERVICES "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING BASS INTERNATIONAL SOFTWARE PAY MERCHANT SERVICES. TO THE EXTENT PERMITTED BY LOCAL LAW, BASS INTERNATIONAL SOFTWARE EXCLUDES ANY IMPLIED WARRANTIES, CONDITIONS, OR TERMS, INCLUDING THOSE OF PRODUCT LIABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE OF REASONABLE SKILL AND CARE, AND NON-INFRINGEMENT, RELATING TO BASS INTERNATIONAL SOFTWARE PAY MERCHANT SERVICES. WITHOUT LIMITING THE FOREGOING, BASS INTERNATIONAL SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO, OR USE OF, BASS INTERNATIONAL SOFTWARE PAY MERCHANT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
b) LIMITATION OF LIABILITY. YOU CAN RECOVER FROM BASS INTERNATIONAL SOFTWARE AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE (OR $1 IF THERE IS NO ACCOUNT FEE). YOU AGREE NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS (WHETHER DIRECT OR INDIRECT LOSSES), SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES FROM BASS INTERNATIONAL SOFTWARE OR ITS AFFILIATES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF BASS INTERNATIONAL SOFTWARE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. NOTHING IN THIS SECTION IS INTENDED TO EXCLUDE OR OTHERWISE LIMIT BASS INTERNATIONAL SOFTWARE OF ITS AFFILIATES' LIABILITY FOR ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
c) Duty to defend. You will defend, indemnify and hold harmless Bass International Software and its affiliates, subsidiaries, officers, agents and/or employees from and against (including by paying associated any costs, losses, damages or expenses and attorneys' fees) any and all third party claims: (1) relating to or arising from your breach of this Agreement, Applicable Law or Network Rules (including fines and penalties), or a Payment Processor’s agreements with you; (2) alleging that any products or services you make available infringe on any proprietary or personal rights of a third party; (3) alleging damage or loss caused by negligence, fraud, dishonesty, or willful behavior by you or any of your employees, agents or other representatives; (4) relating to the use of or inability to use any products or services sold by you, including any product liability claims; or (5) by any tax authority based on any nonpayment or underpayment of any sales, use, products and services, value added or other similar tax, including any associated penalties and interest, which you are obligated to pay. Bass International Software will: (i) notify you promptly in writing of the claim; provided, however, Bass International Software’s failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and, (ii) at your reasonable request, provide you with reasonable assistance in defending the claim. You will reimburse Bass International Software or its affiliates for any reasonable out-of-pocket expenses incurred in providing that assistance. You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on Bass International Software or its affiliates with respect to any claim covered by this section without such party’s express, prior written consent.
7. CONFIDENTIALITY. If you have an existing non-disclosure agreement with Bass International Software, then that agreement applies to information exchanges between you and Bass International Software in connection with this Agreement and your use of Bass International Software Pay Merchant Services. If not, then during the term of this Agreement and for five (5) years thereafter, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any of the other party's Confidential Information to a third party, except (i) to contractors who are performing on the receiving party's behalf and only subject to confidentiality terms at least as protective as this section; (ii) as may be required by Applicable Law or any regulatory authority. "Confidential Information" means all information that a party designates as confidential, or a reasonable person knows or reasonably should understand to be confidential. If Bass International Software exposes you to any Buyer personal information (“Personal Information”), then between you and Bass International Software, that Personal Information is Bass International Software Confidential Information, and you will return to Bass International Software or destroy that information immediately upon Bass International Software's request. Confidential Information does not include information that is or becomes known to the receiving party without a breach of this agreement or any other confidentiality obligation owed to a disclosing party. If you have any questions as to what comprises Bass International Software Confidential Information, you will consult with Bass International Software. This section does not prohibit either party from responding to lawful requests from law enforcement authorities.
8. TERMINATION. You may terminate the Agreement at any time by providing Bass International Software thirty (30) days’ advanced written notice to us. Bass International Software reserves the right to terminate your access to or use of Bass International Software Pay Merchant Services at any time, without notice, for any reason whatsoever. Termination of access to or use of Bass International Software Pay Merchant Services or the termination of this Agreement terminates your right to continue to access or use Bass International Software Pay Merchant Services. Bass International Software may continue to use any data collected in connection with your use of Bass International Software Pay Merchant Services prior to termination. Your Payment Processor may separately terminate your ability to use their Payment Processing Services, which may affect your use of the Bass International Software Pay Merchant Services.
9. BINDING ARBITRATION AND CLASS ACTION WAIVER IF YOU LIVE IN THE UNITED STATES. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association ("AAA") under the Federal Arbitration Act ("FAA"), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties. "We," "our," and "us" includes Bass International Software and Bass International Software’s affiliates.
a. Disputes Covered—Everything Except IP. The term "dispute" is as broad as it can be. It includes any claim or controversy between you and us related to or arising out of Bass International Software Pay Merchant Services, the software related to Bass International Software Pay Merchant Services, the Bass International Software Pay Merchant Services’ price, or this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.
b. Mail a Notice of Dispute First. If you have a dispute and our customer service representatives can’t resolve it, send a Notice of Dispute by U.S. Mail to Bass International Software Corporation, ATTN: CELA Arbitration, One Bass International Software Way, Redmond, WA 98052-6399, U.S.A. Tell us your name, address, how to contact you, what the problem is, and what you want. A form is available at www.onevuex.com . We’ll do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.
c. Small Claims Court Option. Instead of mailing a Notice of Dispute, you may sue us in small claims court in your county of residence (or if a business your principal place of business) or King County, Washington, U.S.A. if you meet the court’s requirements.
d. Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if the value of the dispute is $75,000 or less whether or not you are an individual or how you use Bass International Software Pay Merchant Services, its Consumer Arbitration Rules). For more information, see www.adr.org or call 1-800-778-7879. To start an arbitration, submit the form available at http://www.onevuex.com to the AAA and mail a copy to us. In a dispute involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your county of residence (or if a business your principal place of business) or our principal place of business—King County, Washington if your dispute is with Bass International Software. You choose. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim.
e. Arbitration Fees and Payments.
i. Disputes Involving $75,000 or Less. We will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than this last written offer, we will: (i) pay the greater of the award or $1,000; (ii) pay your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration.
ii. Disputes Involving More than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
iii. Disputes involving any amount. If you start an arbitration we won’t seek our AAA or arbitrator’s fees and expenses, or your filing fees we reimbursed, unless the arbitrator finds the arbitration frivolous or brought for an improper purpose. If we start an arbitration we will pay all filing, AAA, and arbitrator’s fees and expenses. We won’t seek our attorney’s fees or expenses from you in any arbitration. Fees and expenses are not counted in determining how much a dispute involves.
f. Conflict with AAA Rules. This Agreement governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
g. Must File Within One Year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes—see Section 9(a)) within one year from when it first could be filed. Otherwise, it's permanently barred.
h. Rejecting Future Arbitration Changes. You may reject any change we make to Section 9 (except address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in Section 9(b). If you do, the most recent version of Section 9 before the change you rejected will apply.
i. Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of Section 9 is found to be illegal or unenforceable, that provision will be severed but the rest of Section 9 still applies.
a) Prevention of fraud or illegal activities. We reserve the right to report to appropriate law enforcement officials or regulators any of your activity that we suspect is in violation of any Applicable Law. We may disclose any information that we consider necessary or appropriate to respond to governmental or regulatory requests, to protect Bass International Software’s systems, Buyers and other merchants, or to ensure the integrity and operation of Bass International Software Pay Merchant Services or Bass International Software’s systems. You agree to cooperate with us to prevent fraudulent or illegal transactions.
b) Notices. All notices that you provide to Bass International Software under this Agreement must be sent to the following email alias: email@example.com. You will identify an individual to serve as the primary Merchant contact under this Agreement. This primary Merchant contact will be the default administrator for this Agreement and will receive all notices.
c) Disclosure of contact information. Bass International Software may disclose your contact information as necessary for Bass International Software to administer this Agreement through its affiliates and other parties that help Bass International Software or its affiliates administer this Agreement.
d) Assignment. Bass International Software may assign this Agreement (or any rights or duties under it) at any time. You may not assign this Agreement or any rights or duties under it without the express written consent of Bass International Software.
e) Subcontractors. Bass International Software may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist Bass International Software in performing its obligations or exercising its rights under this Agreement. Bass International Software will, subject to the terms of this Agreement, be responsible for the performance of such third parties.
f) No Agency or Third-Party Beneficiaries. Nothing in this Agreement shall be deemed to create a partnership, joint venture or any agency relationship between the parties. No person or entity may be deemed a third-party beneficiary of this Agreement, except that Bass International Software’s respective affiliates, subsidiaries, officers, agents and/or employees, shall each be deemed a third-party beneficiary with respect to any Merchant indemnity obligations provided herein.
g) Severability. If any provision of the Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
h) English Language. The parties intend for this Agreement to be written and interpreted solely in English. Any notices required or provided under this Agreement will be in English. In the event of any conflict between the English version of this Agreement or any notices and a translation, the English version will prevail.
i) Contracting Party; Choice of Law and Venue. This Agreement is governed by the laws of the State of Washington, USA, which apply to the interpretation of this Agreement and to any claims for breach of it, regardless of conflict of laws principles except that the Federal Arbitration Act governs all provisions relating to arbitration. You irrevocably consent to the exclusive jurisdiction and venue of the courts in King County, Washington for all disputes arising out of or relating to Bass International Software Pay Merchant Services, the software related to Bass International Software Pay Merchant Services, the Bass International Software Pay Merchant Services’ price, or this Agreement that are heard in court (excluding arbitration and small claims court).
j) Limitation on Claims. To the maximum extent permitted by local law, any claim related to this Agreement or to Bass International Software Pay Merchant Services must be filed within one (1) year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred. This applies to you and your successors and to Bass International Software and our successors and assigns.
k) No Waiver. A party's failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Bass International Software’s decision to make Bass International Software Pay Merchant Services available to you will not be deemed a waiver of any rights Bass International Software may have under this Agreement.
l) Survival. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive.
m) Not Exclusive. This Agreement is nonexclusive, and nothing in this Agreement restricts you or Bass International Software from entering into other, similar agreements with other Merchants, or from acquiring, licensing, developing, manufacturing, or distributing similar or competing technologies.
n) Updates. Bass International Software may update this Agreement at any time in its sole discretion. Bass International Software will indicate the last date on which the Agreement was modified at the top of the Agreement.
o) Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
p) Entire Agreement. This Agreement (and any document referred to or incorporated into this Agreement) constitutes the entire agreement between you and us relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between you and us relating to that subject matter. All parts of this Agreement apply to the maximum extent permitted by relevant law. If a court holds that Bass International Software can't enforce a part of this Agreement as written, Bass International Software may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement won't change. This Agreement’s section titles are for reference only and have no legal effect.
—End of Agreement—