WebPay Services Service Agreement

This Service Agreement (this "Agreement") is made by and between you (as an individual or business entity, in either case, "you") and WebPay Services. ("Company"). The effective date of this Agreement is as of the date your account is activated by Company (the "Effective Date"). In consideration of the mutual agreements and covenants contained in this Agreement, the adequacy and sufficiency of which are acknowledged by the parties to this Agreement, WebPay Services and you agree as follows:

1. Definitions

Throughout this Agreement, the terms "you" and "your" are in reference to the Customer. The terms "we" and "our" are in reference to WebPay Services. The terms "Service" or "Services" are in reference to those services WebPay Services provides to you, the Customer.

2. Acceptance of Terms

This Agreement relate to WebPay Services software and services. You may use WebPay Services only if you accept without modification the terms and conditions contained in this Agreement. By signing this Agreement, you are agreeing to all of the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions of this Agreement, WebPay Services is not willing to allow you to use the service.

3. License Grant & Restrictions

WebPay Services hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for the purpose intended by WebPay Services, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by WebPay Services and its licensors.

4. Intellectual Property Ownership

WebPay Services alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the WebPay Services Technology, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the WebPay Services Technology or the Intellectual Property Rights owned by WebPay Services. The WebPay Services name, the WebPay Services logo, and the product names associated with the Service are trademarks of WebPay Services or third parties, and no right or license is granted to use them.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

5. Account Information and Data

WebPay Services does not own any data, information or material that you or end-users submit to the Service in the course of using the Service ("Customer Data"). You, not WebPay Services, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and WebPay Services shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), WebPay Services will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. WebPay Services reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and WebPay Services shall have no obligation to maintain or forward any Customer Data.

6. Third Party Interactions

During use of the Service, there may be interactions with third party products and/or services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. WebPay Services and its licensors shall have no liability, obligation or responsibility for any such interaction between you, the Service and any such third-party. WebPay Services does not endorse any companies, products or services, with the use through the Service. WebPay Services provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. WebPay Services reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

8. Billing and Renewal

WebPay Services charges and collects in advance for use of the Service. WebPay Services will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. Fees for other services will be charged on an as-quoted basis. WebPay Services's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

9. Non-Payment and Suspension

In addition to any other rights granted to WebPay Services herein, WebPay Services reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged fees under this Agreement during any period of suspension. If you or WebPay Services initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that WebPay Services may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

WebPay Services reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledges that WebPay Services has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Termination upon Expiration

The Initial Term will be as mutually agreed upon, commencing on the date you agree to pay for the Service. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at WebPay Services's then current fees. Either party may terminate this Agreement effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), WebPay Services will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that WebPay Services has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

12. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. WebPay Services, in its sole discretion, may terminate your account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that WebPay Services has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. WebPay Services represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially WebPay Services normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Disclaimer of Warranties

WEBPAY SERVICES AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WEBPAY SERVICES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY WEBPAY SERVICES AND ITS LICENSORS.

15. Internet Delays

WEBPAY SERVICES'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WEBPAY SERVICES IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Notice

WebPay Services may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in WebPay Services's account information, or by written communication sent by first class mail or pre-paid post to your address on record in WebPay Services's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to WebPay Services (such notice shall be deemed given when received by WebPay Services) at any time by any of the following: letter sent by confirmed facsimile to WebPay Services at the following fax number: +1 419-831-6771; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to WebPay Services at the following address: Skodsborgvej 227B, 2850 Naerum, Denmark, addressed to the attention of: Billing.

19. Modification to Terms

WebPay Services reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the WebPay Services Web site. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

20. Assignment

This Agreement may not be assigned by you without the prior written approval of WebPay Services but may be assigned without your consent by WebPay Services to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

21. General

This Agreement shall be governed by the laws of Denmark, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Denmark. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and WebPay Services as a result of this agreement or use of the Service. The failure of WebPay Services to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by WebPay Services in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and WebPay Services and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.