Simple Paywall Terms of Service Agreement

Version 0.9.0
Last updated September 30th, 2018.

These “Terms of Service” are intended for subscribers to Simple Paywall (defined under the “Definitions” section below as “Subscribers to Simple Paywall”). The terms set forth herein are not intended for end users (defined under the “Definitions” section below as “End Users”) who are the final or end consumer of Content (defined under the “Definitions” section below) offered by the Simple Paywall Subscriber aka “the Publisher”. Instead, the terms that are applicable to End Users can be found in our “Terms of Use” at https://simplepaywall.com/terms-of-use/.

Please read these Terms of Service carefully before using or signing up to Simple Paywall LLC’s (“Simple Paywall”, “we”, “us”, or “our”) Services. These Terms of Service govern the use of Simple Paywall and products, features, apps, services, technologies, and software we offer, except where we expressly state that separate terms (and not these) apply.

In order to use the Services, you must first agree to these Terms. You may not use the Services if you do not accept these Terms. You may not use the Services and may not accept the Terms if (i) you are not of legal age to form a binding contract with Simple Paywall, or (ii) you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are a resident or from which you use the Services.

Definitions

“Simple Paywall, “we”, “us”, or “our”
Simple Paywall LLC, an active Limited Liability Company offering the Services.

“Service(s)”
The software, features, apps, technologies that Simple Paywall provides, made available as a service on a subscription basis to Subscribers of Simple Paywall.

“Simple Paywall’s Website” or “our website”
The website and resources available at https://simplepaywall.com.

“Simple Paywall’s Web Application” or “Web App”
Collectively with Simple Paywall’s Website, our API, and other websites or web applications associated with delivering the Service. This includes, but is not limited to, https://app.simplepaywall.com and https://api.simplepaywall.com.

“Simple Paywall Subscriber(s)”, “Subscriber(s) to Simple Paywall”, “Subscriber to the Service(s)” or “Publisher(s)”
The person or entity that subscribes to Simple Paywall in order to utilize Services on its Website.

“Website” or “your website”
The website, for which a Subscriber to Simple Paywall is authorized to utilize the Services on, where, presumably, Content is offered to website visitors and End Users. This is not to be confused with “Simple Paywall’s Website” or “our website”.

“Account”
The account created on Simple Paywall’s Website or Web App by a Simple Paywall User, representing a Simple Paywall Subscriber, in order to access the Services. Typically, a Simple Paywall Subscriber will only have one account. Each account may be managed by multiple Simple Paywall Users that have been granted access to such account.

“Simple Paywall User(s)” or “User(s) of Simple Paywall”
The user account created on Simple Paywall’s Website in order to access Simple Paywall’s Services on https://simplepaywall.com or https://app.simplepaywall.com. Simple Paywall Users are representatives of Publishers aka “Subscribers to Simple Paywall”. In some cases, a Simple Paywall User may have access to and manage multiple accounts on behalf of one or more Subscribers to Simple Paywall.

“Users” or “End User”

Users or End Users are website visitors that have created a user account using the Services through the Website. End Users are the final or end consumer of Content (as defined below) offered, presumably on the Website or Mobile App, by a Publisher (“Subscriber to Simple Paywall”). “Users” or “End Users” are not to be confused with “Simple Paywall Users” or “Users of Simple Paywall”.

“Content”
Goods and services provided to End Users by Subscribers to Simple Paywall that includes, without limitation, information, data, text, sound, files, graphics, software, scripts, and/or tangible goods to be delivered physically, or other material which you post, upload, protect, sell, and/or deliver through the Website or a mobile application.

“User Data” or “End User Data”
The information that we (“Simple Paywall”) collects and receives from End Users from various sources, including but not limited to: (i) information provided in the creation of the user account; (ii) or payment information. Please review our Privacy Policy at https://simplepaywall.com/privacy-policy/ and the Information Collection section in these Terms to review the full extent of our information collection practices.

“Subscribers”
End Users that have paid to gain access to Content offered by a Simple Paywall Subscriber through its Website.

“Term” or “Duration”
The lifetime of an Account accessed by a Subscriber to Simple Paywall from its creation to deletion.

“Terms”
This Terms of Services Agreement, and the terms set forth herein.

“You”
The “Subscriber to Simple Paywall” or a “Simple Paywall User” representing the “Subscriber to Simple Paywall”.

General

If you (the “Simple Paywall User”) are using the Services on behalf of an entity, organization, or company (a “Simple Paywall Subscriber”), you (the “Simple Paywall User”) represent and warrant that you have the authority to bind such organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of such organization. Agreeing to use the Services by clicking “Sign Up” constitutes your acceptance and agreement to be bound by these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time on Simple Paywall’s Website, each of which is incorporated by reference and each of which may be modified from time to time without notice to you.

You acknowledge receipt of our Privacy Policy (https://simplepaywall.com/privacy-policy). If you use Simple Paywall’s Website, Web Application, or otherwise engage in any electronic transaction with respect to the Services, then you agree to receive any updates to our Privacy Policy by accessing Simple Paywall’s Website. By Users purchasing Simple Paywall Subscriber’s products and/or services, the Simple Paywall Subscriber and End User agree that we may use and share personal information in accordance with the terms of our Privacy Policy.

Simple Paywall reserves the right, at any time and from time to time, to amend or to modify these Terms of Service without prior notice to the Simple Paywall Subscriber, or Simple Paywall User, or End User, provided that if any such alterations constitute a material change to these Terms of Service, Simple Paywall will notify you by posting an announcement on the Website. Amendments and modifications shall take effect immediately when posted on the Website. By continuing to access or use the Services after any such amendments or modifications, you agree to be bound by such amended or modified Terms of Service. For this reason, we encourage you to review the Terms of Service whenever you use the Services. If you do not agree to any change to these Terms of Services, then you must immediately stop using the Services.

Simple Paywall reserves the right to verify consent to Terms of Service at any point to a Simple Paywall Subscriber by electronic means (e.g., an email notifying the Subscriber to Simple Paywall or Simple Paywall User of updated Terms of Service — Click “I Agree”). A Simple Paywall Subscriber or Simple Paywall User can review the most current version of the Simple Paywall Terms of Service at https://simplepaywall.com/terms-of-service/.

Simple Paywall reserves the right to verify consent to our “Terms of Use” (https://simplepaywall.com/terms-of-use/) at any point to an End User in connection with your (the “Simple Paywall Subscriber”) Account by electronic means (e.g., an email notifying the End User of updated Terms of Use — Click “I Agree”). An End User can review the most current version of the Simple Paywall Terms of Use at .

SOME JURISDICTIONS HAVE CONSUMER PROTECTION AND OTHER LEGISLATION WHICH MAY APPLY TO THE SERVICES AND WHICH DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES, AMONG OTHERS. TO THE EXTENT THAT A LIMITATION, EXCLUSION, RESTRICTION OR OTHER PROVISION SET OUT BELOW IS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SUCH LIMITATION, EXCLUSION, RESTRICTION OR PROVISION MAY NOT APPLY TO YOU.

Term or Duration

An Account is perpetual from the time of its creation until it is terminated or cancelled, by you (the “Simple Paywall Subscriber” or “Simple Paywall User”) or by Simple Paywall. Simple Paywall reserves the right, in its sole and absolute discretion, to terminate any Account (“Simple Paywall Subscriber” or “Simple Paywall User”), for any reason with or without notice.

End User accounts are perpetual from the time of creation until either deletion by the End User, or terminated by you or by Simple Paywall. Subscribers to Simple Paywall, and Simple Paywall Users, on behalf of the Simple Paywall Subscriber, have the right to add, manage, edit, or delete End User accounts in connection with the Simple Paywall Subscriber’s Account, at the Simple Paywall User’s discretion. However, Simple Paywall reserves the right, in its sole and absolute discretion, to terminate any End User found to be in violation of these Terms of Service or the Terms of Use (https://simplepaywall.com/legal/terms-of-use) of which every End User is required to agree to in the creation and verification of their account in order to access the Services.

These Terms of Service, including any revisions, remain in effect for the duration of Account.

Eligibility & Registration

The Services are not targeted towards, nor intended for use by anyone under the age of 13. By using the Services, you represent and warrant that you are 13 years of age or older. If you are under the age of 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. If we learn that we have collected personal information from a child under the age of thirteen, we will delete that information as quickly as possible. If you believe that we might have any information from a child under the age of thirteen, please contact us at [email protected]. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent any offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

To sign up for the Services, you must register for an Account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately, at [email protected], of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state, provincial, territorial or other authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. You agree to provide accurate information in your registration and not to share your password with third parties. You agree not to impersonate another person or to select or use a username or password of another person. You agree to notify Simple Paywall promptly, at [email protected], of any unauthorized use of your Account and of any loss, theft or disclosure of your password. Failure to comply with these requirements shall constitute a breach of these Terms of Service and shall constitute grounds for immediate termination of your Account and your right to use the Services and Simple Paywall’s Website and Web Application.

SIMPLE PAYWALL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE AS A RESULT OF YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION OR TO KEEP YOUR ACCOUNT SECURE.

Rules of Conduct

As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services and the activity of any sub-user that uses your access code or Account.

You agree that you will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion; (ii) you know is false, misleading, untruthful or inaccurate; (iii) constitutes unauthorized or unsolicited advertising; (iv) impersonates any person or entity, including any of our employees or representatives; or (v) includes anyone’s identification documents or sensitive financial information. Simple Paywall may permit, in its sole discretion, adult websites that abide by state and federal law and regulation.

 

You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other Accounts, or information connected to the Services); (iv) use manual or automated software, scripts, bots, devices, or other processes to “crawl” or “spider” any page of Simple Paywall’s Website, Simple Paywall’s API, or Web Application; (v) use the Services for high risk activities where the failure of Service could lead to death, personal injury, or environmental damage; or (vi) otherwise take any action in violation of our guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our Users, Simple Paywall Users, and the public.

Simple Paywall Subscribers are restricted from registering multiple Accounts without first notifying Simple Paywall at [email protected] and obtaining expressed, written consent from Simple Paywall of that intent. Otherwise, Simple Paywall shall have the right to automatically flag such Accounts as fraudulent or abusive, and Simple Paywall may, without notification to the Simple Paywall Subscriber of such Account, suspend the service of such Account or any other Account used by such Subscriber to Simple Paywall. Simple Paywall also reserves the right to terminate a Simple Paywall Subscriber’s Account if it is targeted by malicious activity from other parties.

Comments, suggestions or materials sent or transmitted to Simple Paywall (collectively “Feedback”), shall be deemed to be non-confidential. Subject to the conditions described in Simple Paywall’s Privacy Policy, Simple Paywall shall have no obligation of any kind with respect to such Feedback and shall be free to use and distribute the Feedback to others without limitation, including, but not limited to developing and marketing products incorporating such Feedback. Simple Paywall reserves the right to publish or use any responses, questions or comments communicated to Simple Paywall for promotional or other purposes without any further permission, notice or payment of any kind to the sender. Feedback will be solely owned by Simple Paywall.

You hereby acknowledge that the software (such as, but not limited to, the Simple Paywall website, the Simple Paywall WordPress Plugin, Simple Paywall API, and Simple Paywall Web Application) offered under these Terms of Service is proprietary and is protected under U.S. and international copyright laws, and therefore may not be infringed upon without legal consequences. Simple Paywall Subscribers and Simple Paywall Users hereby agree to not infringe upon such copyright protections.

The enumeration of violations in this Section of these Terms of Service is not meant to be exclusive, and Simple Paywall provides notice hereby that it has and will exercise its authority to take whatever action is necessary to protect the Services, Subscribers, and third parties from acts that would be inimical to the purposes of this Section of these Terms of Service.

Lawful Use of the Network

In using the Services, Subscribers to Simple Paywall must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including without limitation the laws of the United States and the laws of North Carolina, and including without limitation those laws forbidding: (a) distribution of child pornography; (b) forgery, identity theft, misdirection or interference with electronic communications; (c) invasion of privacy, (d) unlawful sending of commercial electronic messages or other marketing or electronic communications; (e) collection of excessive user data from children, or other improper data collection activities; (f) securities violations, wire fraud, money laundering, or terrorist activities; or (f) false advertising, propagating or profiting from frauds and unfair schemes. Subscribers to Simple Paywall will also comply with the affirmative requirements of law governing use of the Services, including but not limited to: (i) disclosure requirements, including those regarding notification of security breaches, (ii) records maintenance for regulated industries, and (iii) financial institution safeguards.

Agreed Use of Allotted Network Resources

Subscribers shall not use any method to circumvent the provisions of these Terms of Service, or seek to obtain Services in excess of those for which they contracted with Simple Paywall. Subscribers to Simple Paywall shall not use any mechanism to exceed the amount of resources assigned to them through the Services, or to conceal such activities.

Email Violations

Subscribers to Simple Paywall shall not use email addresses of End Users without their consent and must maintain a double opt-in list, and follow any guidelines for removal links with all emails sent to End Users and in accordance with any federal, state, or international laws. Simple Paywall Subscribers shall comply with all laws regarding the sending of commercial electronic messages and/or other marketing or electronic communications. Simple Paywall Subscribers are forbidden from taking any action that would result in Simple Paywall’s IP addresses, or any IP address associated with Simple Paywall or other third parties, being placed on the Spamhaus.org blacklist. Simple Paywall reserves the sole and absolute right to determine whether an email violation has occurred.

Any known violations of these terms should be reported to [email protected].

Invasion of Privacy, Defamation, or Harassment

Simple Paywall Subscribers may not use the Services, Simple Paywall’s Website, or Web Application in a manner that would violate the lawful privacy rights of any person, or to publish or republish defamatory or libelous statements, or to harass or embarrass, which shall be determined in Simple Paywall’s sole and absolute discretion.

Violation of Copyright, Trademark, Patent or Trade Secret

Subscribers to Simple Paywall may not use the Services in violation of the copyrights, trademarks, patents, or trade secrets of Simple Paywall or other third parties, nor shall they utilize the Services in connection with such materials, including any manner that would expose or infringe upon them for public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 (“DMCA”) as required under 17 U.S.C. §512 and all other applicable international trademark, copyright, patent or other intellectual property laws will apply to issues presented by allegations of copyright violations by Simple Paywall and other third parties. Simple Paywall will, in appropriate circumstances, immediately terminate the accounts of repeat violators. If Simple Paywall or a third party believes that a Subscriber to Simple Paywall is violating such intellectual property rights, Simple Paywall will immediately review and take the appropriate action to protect such intellectual properties to the extent that it is capable. Third parties should notify us by email at [email protected]. Simple Paywall is not responsible for the Content that Subscribers to Simple Paywall choose to make available on their Website. However, Simple Paywall can restrict the use of its software to Publishers found to be in violation of these Terms of Service. A notification should include information reasonably sufficient to permit Simple Paywall to locate the allegedly infringing material, such as the IP address and/or URL of the specific online location where the alleged infringement is occurring.

Acts of Simple Paywall Users

Subscribers to Simple Paywall are responsible for the acts of Simple Paywall Users utilizing their access to the Services, and will be held responsible for violations of the Services by Simple Paywall Users or persons who gain access to the Services using the Simple Paywall Subscriber’s or Simple Paywall User’s access codes. Any activity that a Simple Paywall Subscriber or Simple Paywall User is prohibited from performing by these Terms of Services is equally prohibited to anyone using access to the Services of the Subscriber.

Access Code Protection

Users of Simple Paywall shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with Account access information.

Notification Regarding these Terms of Service

Subscribers to Simple Paywall shall notify all persons (“Simple Paywall Users”), who receive access to the Services of the provisions of these Terms of Service (Available at https://simplepaywall.com/terms-of-service-agreement/), and shall inform them that the terms of these Terms of Service are binding upon them.

Remedial Action

Subscribers to Simple Paywall or Simple Paywall Users shall notify Simple Paywall as soon as possible after discovery, at [email protected], if and when they learn of any security breaches regarding the Services or on the Website where Services are in authorized use on, and shall aid in any investigation or legal action that is taken by authorities and/or Simple Paywall to cure the security or infringing breach.

Content and Intellectual Property

For purposes of these Terms of Service, the term “Content” is defined as “Goods and services provided to End Users by Publishers (“Subscriber to Simple Paywall”) that includes, without limitation, information, data, text, sound, files, graphics, software, scripts, and/or tangible goods to be delivered physically, or other material which you post, upload, protect, sell, and/or deliver through the Website”.

Subscribers to Simple Paywall retain all intellectual property rights to Content (as defined in the preceding paragraph) on the Website in connection with our Services. In using our Services you (the “Simple Paywall Subscriber”) hereby do and shall grant Simple Paywall a non-exclusive, irrevocable, royalty-free, fully paid, sublicensable, worldwide license to access, use, store, aggregate, and/or otherwise fully exploit to the extent as needed in connection to the Services in order to provide the Services.

This license allows Simple Paywall to provide the Services that you registered for but it does not permit us to sell or license your Content, directly or indirectly, to any other third party, nor does it transfer any intellectual property thereof to us. This license ends when either the Subscriber to Simple Paywall (a) deletes the Content, (b) terminates their Account, or (c) has its Account terminated by Simple Paywall, at Simple Paywall’s sole and absolute discretion.

Users of Simple Paywall represent and warrant that you have all rights to grant such licenses, on behalf of the Subscriber to Simple Paywall, to us (“Simple Paywall”) without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

All Simple Paywall Content of Simple Paywall’s Website is copyrighted by us, and is protected by U.S. and international laws. Use of our content without our express, written consent is strictly prohibited.

The Services may contain Content that may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You agree to abide by and maintain all copyright notices, information, and restrictions applicable to such Content.

Information Collection Practices

Through the use of the Services, Simple Paywall may collect and receive information about Simple Paywall Subscribers, Simple Paywall Users, and End Users in connection with our Services. We collect and store the information provided to us by you (the “Simple Paywall Users” and “Simple Paywall Subscribers”) in, but not limited to, the following ways: (i) registering for an account; (ii) providing payment information; (iii) communications to us (name, email address, phone number, the contents of the message and/or attachments you may send us); (iv) how the Services is used. More information about the specific types of information collected can be found in our Privacy Policy (https://simplepaywall.com/privacy-policy).

Simple Paywall is the sole and absolute owner of the information (including, but not limited to, End User data) collected. You (the “Simple Paywall Subscriber” and “Simple Paywall Users”) hereby forfeit any and all claims of ownership or rights to access this information in any way, to the fullest extent permitted by U.S. and international laws. As part of the Services, Simple Paywall authorizes limited access to Simple Paywall Subscribers and Simple Paywall Users about End Users and End Subscribers in connection to the Website. Simple Paywall reserves the right, in its sole and absolute discretion, to determine the type and amount of information to share. Simple Paywall reserves the right, in its sole and absolute discretion, to change the kind, and amount, of information shared with you at any time, with or without notice.

Simple Paywall will not share information collected on Simple Paywall Subscriber or Simple Paywall User with any other Simple Paywall Subscriber and/or Simple Paywall User.

You acknowledge receipt of our Privacy Policy (https://simplepaywall.com/privacy-policy). We recommend that you read this Privacy Policy, in full, to ensure you are fully informed. If you have any questions about this Privacy Policy or Simple Paywall’s data collection, use, and disclosure practices, please contact us at [email protected].

Cookie Policy and Information Collection Practices

Cookies are small pieces of information that are stored by your browser on your computer’s hard drive. The Services uses cookies to enhance the convenience and use of our website and Web Application, and has placed cookies already. The Services require the use of cookies through the Website in order for the Services to be properly delivered. You agree to allow Simple Paywall to utilize cookies on the Website for, but not limited to, the website visitors and/or the website users (the “End Users”). Cookies can be deleted or blocked within your browser settings. Should you, or the End User, opt to do this, some parts of the Website, and/or the Services, may not work properly. By using the Services, you agree to our use of cookies and information collection practices. For more information on the specific types of information collected, including when the information is collected and how we use that information, see our Privacy Policy (https://simplepaywall.com/privacy-policy/).

The information collected through the use of Simple Paywall’s website and/or the Services, or Web Application, is solely owned by Simple Paywall LLC. The Services provides limited access to End User information, at Simple Paywall’s sole and absolute discretion, to Publishers. Simple Paywall reserves the right to change its information collection practices and/or change the limitations of the End User information shared with the Publishers as Subscribers to the Simple Paywall Services at any time without notice. Publishers are only authorized to access End User information in connection with their Account.

The Publisher agrees to the use of Simple Paywall’s cookies and information collection practices on the Website. You (the “Subscriber to Simple Paywall”) agree that any data collected from the Website on website visitors and/or End Users through the use of the Services is the sole property of by Simple Paywall LLC. The Service provides the Publisher with restricted, limited access to the End User data.

The Services provides the Publisher with restricted, limited access to the End User data in connection with their Account. Simple Paywall reserves the right to change its data collection practices and/or change the limitations of the End User data shared with Publishers at any time and without notice.

Payments and Billing

Payment Methods

Simple Paywall accepts major credit cards and debit cards. Virtual credit cards and gift cards, typically, will not be accepted. Other forms of payment may be arranged by contacting Simple Paywall at [email protected]. Please note that any payment terms presented to you in the process of using or signing up for Services are deemed part of this Agreement.

We use third-party payment processors (the “Payment Processors”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the paid Services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to use our Services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Each Simple Paywall Subscriber is required to have at least one valid payment method on file at all times when subscribed to a paid plan.

Billing & Fees

We will charge you a fee based on your account plan by charging the default payment method set on the account in advance for the subscription term you have agreed to following your account’s activation. All fees must be paid in U.S. Dollars. The fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority, for which you are responsible except for taxes imposed on Simple Paywall’s income. You agree to pay or reimburse us for all such amounts upon demand, or provide evidence of payment or exemption.

The term of this Terms of Service Agreement is equal to the length of the Simple Paywall Subscription (we offer monthly and annual plans), to commence on the date that the Subscriber signs up electronically for the Services by creating an Account with an email address. You, the Simple Paywall Subscriber, must pay the license fees, in U.S. Dollars. You are entirely responsible for the payment of all taxes. You may cancel the Services at any time by logging into your Account at https://app.simplepaywall.com. At cancellation, your Account will be inactivated and you will no longer be able to log into our site and/or have any access to the Services.

You must be subscribed to a plan at all times and an account cannot be subscribed to more than one plan at a time. You are required to have and maintain at least one valid payment method on file when you are subscribed to any paid plan.

Any fees collected by Simple Paywall from End User transactions are nonrefundable.

You agree that you are solely responsible for the return of any fees, or portions thereof, collected from End Users, if for any reason, such End User accounts are terminated by you, by the End User, or by Simple Paywall, if such fees are refundable as prescribed herein.

Upgrading or Downgrading Your Plan

You can only change the plan of which you are subscribed to once every 30 calendar days.

An “upgrade” is defined as switching to a new plan that has an increase in price from the plan that you are currently subscribed to. Simple Paywall Subscribers can upgrade their Subscription at any time. Should you upgrade your account plan, your payment method will be charged for your new billing rate. At the time of your upgrade, your prior account plan charges will be prorated based on the number of days under the prior account plan. Your payment method will then be charged at your new billing rate for the new subscription term thereafter. All payment obligations are non-cancelable and all amounts paid are nonrefundable. Your start date will be adjusted to reflect the start date of the new plan.

A “downgrade” is defined as switching to a new plan that has a decrease in price from the plan that a Simple Paywall Subscriber is currently subscribed to. Simple Paywall Subscribers can downgrade their plans at any point in time. However, any license fees paid for the current subscription are nonrefundable, as permitted by law, and you will be switched ….

Simple Paywall Subscribers will automatically switch to the new, downgraded, plan after the term or duration of the current subscription expires.

Example
Publisher XYZ, a subscriber to Simple Paywall, is currently subscribed to a monthly $199.00 USD* plan. Halfway through the plan (est. 15 days), Publisher XYZ wishes to downgrade to the monthly $49.99 USD* plan. Publisher XYZ will complete the remainder of their term (est. 15 days) and then be automatically switched to the $49.99 plan. Refunds will not be issued.

*Prices shown in this example are purely fictional and does not represent the actual pricing for Simple Paywall. Please review our, latest, actual pricing at https://simplepaywall.com/pricing/.

Changes to Billing and Fees

We reserve the right to change our fees and billing methods, with or without notice, at any time. For existing contracts for which fees have been already received by us, Simple Paywall will honor pricing for Simple Paywall Subscribers for 24 months from the time the initial fee is paid and implement the price changes during the next renewal period.

Term or Duration

The term of our Services (the “Term”) begins on the date you signed up for Simple Paywall, and continues until terminated pursuant to these Terms. You may terminate the Services and these Terms at any time for any reason by emailing us at [email protected]paywall.com and ceasing all use of our Services.

We may suspend or terminate our Services and these Terms at any time for any reason by notifying you in writing, but if our suspension or termination is based on your suspected or actual breach of these Terms, we may suspend or terminate our Services without providing any notice to you. Upon any expiration or termination of our Services, (i) all unpaid fees during the Term accrued through and including the 30 days period in which our Services were terminated will become immediately due and payable, (ii) our Services will immediately cease and (iii) the rights granted by us to you under these Terms will cease immediately and you will immediately delete (or, at our request, return) all related documentation and any of our Confidential Information in your possession or control. Any suspected or actual illegal activity that were grounds for termination of your use of our Services may be referred to law enforcement authorities. We shall not be liable to you for any suspension or termination of our Services. Notwithstanding the foregoing, the Sections of these Terms entitled “Fees”, “Customer Data”, “Confidentiality”, “Warranty Disclaimer”, “Liability Limitation”, “Termination”, “Miscellaneous” and “Contact Information” will survive any expiration or termination of these Terms.

 

Lawful Use of the Service

In using the Services, Subscribers to Simple Paywall must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including without limitation the laws of the United States and the laws of North Carolina, and including without limitation those laws forbidding: (a) distribution of child pornography, (b) forgery, identity theft, misdirection or interference with electronic communications, (c) invasion of privacy, (d) unlawful sending of commercial electronic messages or other marketing or electronic communications, (e) collection of excessive user data from children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, or (f) false advertising, propagating or profiting from frauds and unfair schemes. Subscribers will also comply with the affirmative requirements of law governing use of the Services, including but not limited to: (i) disclosure requirements, including those regarding notification of security breaches, (ii) records maintenance for regulated industries, and (iii) financial institution safeguards.

Warranty Disclaimer and Beta Services

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:

  • which Simple Paywall Users and/or End Users gain access to the Services;
  • what Content you, or End Users, access (or not access) via the Services; or
  • how you, or End Users, may interpret or use the Content.

 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE SIMPLE PAYWALL FROM ANY AND ALL LIABILITY FOR YOU, OR END USERS, HAVING ACQUIRED OR NOT ACQUIRED CONTENT THROUGH THE SERVICES. WE MAKE NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, OR LEGALITY OF MATERIAL OR CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES.

THE SERVICES, INCLUDING WITHOUT LIMITATION ANY INFORMATION DELIVERED AS PART OF THE SERVICES, AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE WITH DATA, AVAILABILITY, ACCURACY, THAT YOU WILL HAVE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR WEBSITE OR THAT THE SERVICES ARE ERROR FREE AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. THE SERVICES CONTAIN INFORMATION PROVIDED BY ONE OR MORE THIRD PARTY DATA PROVIDERS. SIMPLE PAYWALL DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE INFORMATION PROVIDED BY ANY SUCH THIRD PARTY PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT NEITHER SIMPLE PAYWALL NOR ANY SUCH THIRD PARTY PROVIDER HAS ANY OBLIGATION TO CORRECT INFORMATION ABOUT YOU EXCEPT AS REQUIRED BY APPLICABLE LAW. INFORMATION YOU REQUEST MAY NOT BE AVAILABLE OR MAY NOT BE PROVIDED, AND SIMPLE PAYWALL HAS NO LIABILITY FOR SUCH FAILURE. IN NO EVENT WILL SIMPLE PAYWALL WARRANT OR GUARANTEE THE CORRECTNESS, COMPREHENSIVENESS, COMPLETENESS, ACCURACY, TIMELINESS OF ANY INFORMATION, PRODUCTS, OR SERVICES ON THIS WEBSITE. THE INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON THE WEBSITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THEREFORE, YOU AGREE THAT YOUR ACCESS TO AND USE OF OUR WEBSITE, PRODUCTS, SERVICES AND CONTENT ARE AT YOUR OWN RISK.

To Publishers, Simple Paywall does not warrant that (i) the Services will meet your specific requirements, (ii) the Services will be uninterrupted, be timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations, and (v) any errors in the Service will be corrected.

Simple Paywall offers the Services on an “as is” and “as available” basis. Simple Paywall does not guarantee or warrant (i) the Service will meet your specific requirements; (ii) the Service will be uninterrupted, be timely, secure, or error-free; (iii) the results, or information accessed, that may be obtained from the use of the Service will be accurate or reliable, and (v) the availability of Services and is not responsible for any interruptions to the Service, nor is Simple Paywall responsible for any losses, including but not limited to, economic, financial, or otherwise, as a result of any interruptions. We disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not make any warranty that the Services or Website will meet your requirements, or that the Services will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected. You understand that you, and End Users, download from or otherwise obtain or access Content or Services through the Website at your own discretion and risk.

Any new features that augment or enhance the Services, including the release of new features and resources, shall be subject to these Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. If you do not consent to the new features or changes, you must immediately stop using the Services.

Beta Services

Simple Paywall may offer “beta” versions or features of the Services (each, a “Beta Service”). Simple Paywall will determine, at its sole discretion, the availability, duration (the “Trial Period”), features, and components of each Beta Service. For avoidance of doubt, any Beta Service is a form of the Services and the provision and use of any Beta Service is subject to the entirety of this Agreement.

Limitation of Liability

IN NO EVENT SHALL SIMPLE PAYWALL, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS ONE MONTH PERIOD, EVEN IF SIMPLE PAYWALL HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. SIMPLE PAYWALL SUBSCRIBER ACKNOWLEDGES THAT THE FEES PAID FOR SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SIMPLE PAYWALL WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. SIMPLE PAYWALL SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST SIMPLE PAYWALL ARISING OUT OF SIMPLE PAYWALL SUBSCRIBER’S PURCHASE OR USE OF THE SERVICES, OR ANY CONDUCT OF SIMPLE PAYWALL’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SERVICES.

IN ADDITION, YOU AGREE THAT SIMPLE PAYWALL IS NOT RESPONSIBLE FOR ANY DATA COMPILED BY OUR SERVICES AND THAT SIMPLE PAYWALL WILL NOT BE LIABLE, IN ANY MANNER, AS A RESULT OF YOUR EXPOSURE TO ANY DEFAMATORY, LIBELOUS, THREATENING, UNLAWFULLY HARASSING, OBSCENE OR OTHERWISE UNLAWFUL CONTENT OR DATA. IN NO EVENT SHALL SIMPLE PAYWALL, OR ANY THIRD PARTY PROVIDER OF ANY COMPONENT OF THE SERVICES OR OF ANY INFORMATION DELIVERED AS PART OF THE SERVICES, BE LIABLE TO YOU AND/OR ANY PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, CONTENT, PRODUCTS, THE USE OR INABILITY TO USE SIMPLE PAYWALL’S WEBSITE OR WEB APP, OR ANY WEBSITE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSSES, LOSS OF PROGRAMS OR OTHER DATA, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF SIMPLE PAYWALL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LIABILITY ASSOCIATED WITH ANY VIRUSES WHICH MAY INFECT YOUR COMPUTER EQUIPMENT.

SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU WILL NOT HOLD SIMPLE PAYWALL RESPONSIBLE FOR ANY CONTENT MADE AVAILABLE OR NOT AVAILABLE THROUGH THE WEBSITE. OUR SERVICES ALLOWS ANYONE TO SELL CONTENT, AT ANY TIME, FROM ANYWHERE, IN A VARIETY OF PRICING FORMATS. SIMPLE PAYWALL IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN BUYERS AND SELLERS. SIMPLE PLAYWALL HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF THE CONTENT ADVERTISED, THE TRUTH OR ACCURACY OF CONTENT, THE ABILITY OF SELLERS TO SELL THE CONTENT, THE ABILITY OF BUYERS TO BUY THE CONTENT, OR THAT A BUYER OR AND SELLER WILL ACTUALLY COMPLETE OR REFUND A TRANSACTION.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THESE TERMS AND/OR THE WEBSITE (UNDER ANY LEGAL THEORY, INCLUDING WITHOUT LIMITATION CLAIMS IN CONTRACT OR TORT) WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO US BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING YOUR FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER, IF DETERMINED BY THE ARBITRATOR TO BE OWING BY SIMPLE PAYWALL UNDER THE RULES OF THE AAA AS AMENDED BY THE RUAA. ALL CLAIMS THAT YOU MAY HAVE AGAINST SIMPLE PAYWALL WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE AND/OR SUBSEQUENT CLAIMS WILL NOT ENLARGE THIS LIMIT.

Confidentiality

The Subscriber to Simple Paywall shall keep confidential any confidential information to which it is given access, and shall cooperate with Simple Paywall’s efforts to maintain the confidentiality thereof. The Simple Paywall Subscriber shall not publish to third parties or distribute information or documentation that Simple Paywall provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, work orders, or other such materials.

Publicity

Each Subscriber to Simple Paywall is permitted to state publicly that such Simple Paywall Subscriber is a user of the Services. Subject to Simple Paywall’s Privacy Policy, each Simple Paywall Subscriber agrees that Simple Paywall may include such Simple Paywall Subscriber’s name and trademarks in a list of subscribers that utilize Simple Paywall’s Services, online or in promotional materials. Each Subscriber to Simple Paywall also agrees that Simple Paywall may verbally reference such Subscriber to Simple Paywall as a Subscriber of the Services.

Indemnification

YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS SIMPLE PAYWALL, OUR AFFILIATES, PARENTS, SUBSIDIARIES, ANY RELATED COMPANIES, LICENSORS AND PARTNERS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, DIRECTORS, SUPPLIERS AND REPRESENTATIVES, FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, THAT ARISE FROM OR RELATE TO YOUR (OR ANY THIRD PARTY USING YOUR ACCOUNT OR IDENTITY IN THE SERVICES) USE OR MISUSE OF, OR ACCESS TO, THE SERVICES, CONTENT, OR OTHERWISE OF YOUR USER CONTENT, WHICH IS IN VIOLATION OF THESE TERMS OF SERVICE OR OF ANY LAW, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

In other words, if, for any reason, your Account and access to the Services is terminated by you or by Simple Paywall, you hereby agree (i) to be held solely liable for any liabilities, claims, expenses that may arise from or relate to such termination of account, and (ii) to defend, indemnify, and hold harmless Simple Paywall, and others listed in the preceding paragraph above, from any and all liability, claims, and expenses. This includes, but is not limited to, any outstanding subscriptions or Content offered to the End Users and/or End Subscribers.

Termination and Access

Simple Paywall reserves the right, in our sole and absolute discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately, including, but not limited to, any acts which occur as a result of your violation of any of these Terms of Service or any law. Except as otherwise set forth hereunder, any and all fees paid hereunder are non-refundable and any and all fees owed to Simple Paywall before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination, including Simple Paywall’s costs for collection (including attorneys’ fees) of any such charges or other liabilities. Upon termination, any and all rights granted to the Simple Paywall Subscriber by this Agreement will immediately be terminated, and the Subscriber to Simple Paywall shall promptly discontinue all use of the Services. If you wish to terminate your Account, you may do so by following the instructions on Simple Paywall’s Website or through the Services. All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Choice of Law, Venue, Consent to Email Service and Waiver of Hague Convention Service Formalities

Any claim arising hereunder shall be construed in accordance with the substantive and procedural laws of the State of North Carolina, without regard to principles of conflict of laws. Subject to the “Mandatory Arbitration Agreement and Class Action Waiver“ Section below, you (the “Simple Paywall Subscriber” or “Simple Paywall User” ) agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be interpreted and governed by the laws of North Carolina and exclusive jurisdiction and venue of the State of North Carolina at Wake County, North Carolina, or the United States District Court for the Eastern District of North Carolina. Simple Paywall Subscriber consents to service of process via email at the email address(es) provided to Simple Paywall by you, or by registered mail at the physical address of the Subscriber, and waives any requirement under the Hague Convention or other judicial treaty requiring that legal process be translated into any language other than English.

Mandatory Arbitration Agreement and Class Action Waiver

In the interest of resolving disputes between you and Simple Paywall in the most expedient and cost effective manner, you and Simple Paywall agree that every dispute arising in connection with these Terms of Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Service. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND SIMPLE PAYWALL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT. This Section will not apply to disputes arising under the U.S.-EU/U.S.-Swiss Safe Harbor frameworks, which shall instead be administered under the rules for the resolution of disputes arising under the Safe Harbor frameworks specified by the U.S. Department of Commerce.

Despite the provisions of the preceding paragraph, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

Any arbitration between you and Simple Paywall will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by the Revised Uniform Arbitration Act (RUAA) as amended by North Carolina laws, and these arbitration terms will be administered accordingly under such rules. The AAA Rules, the Revised Uniform Arbitration Act (RAAU) as adopted by North Carolina law, and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Simple Paywall.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical or mailing address, then by electronic mail (“Notice”). Simple Paywall’s address for Notice is: Simple Paywall, PO BOX 204, Cary, NC, 27512-0204. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Simple Paywall may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Simple Paywall must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Simple Paywall will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Simple Paywall in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.

If you commence arbitration in accordance with these Terms of Services, Simple Paywall will not reimburse you for your payment of the filing fee, unless required under the rules of the AAA and RUAA, in which case the payment of any fees will be decided by the AAA Rules and RUAA as amended by North Carolina law, which shall be the governing law. Any arbitration hearing will take place at a location to be agreed upon in Raleigh, North Carolina, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules and the RUAA as amended under North Carolina laws, in the county of Wake County in Raleigh, North Carolina. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the NUAA as amended by the laws of North Carolina, which shall be the governing law thereof . In that case, you agree to reimburse Simple Paywall for all monies previously disbursed by Simple Paywall that are otherwise your obligation to pay under the AAA Rules and the NUAA rules, as amended by North Carolina law. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

YOU AND SIMPLE PAYWALL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Simple Paywall agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

If Simple Paywall makes any future change to this arbitration provision, other than a change to Simple Paywall’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Simple Paywall’s address for Notice, in which case your account with Simple Paywall will be immediately terminated and this arbitration provision, including its effects immediately prior to the changes you rejected will survive.

If any provision of this Section is found to be unenforceable or if the entirety of this Section is found to be unenforceable, then the entirety of this Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in this Section will govern any action arising out of or related to these Terms of Services. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Miscellaneous Provisions

Neither you nor Simple Paywall shall be liable for nonperformance of the terms herein to the extent that either you or Simple Paywall are prevented from performing as a result of any act or event which occurs and is beyond your or Simple Paywall’s reasonable control, including, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, or any other event that leads to any unforeseen change in circumstances, or any other causes beyond either party’s reasonable control. The party experiencing the force majeure shall provide the other party with prompt written notice thereof and shall use reasonable efforts to remedy effects of such force majeure.

You are granted a limited, non-exclusive right to create a hypertext link to the Website found at https://simplepaywall.com/; provided such link does not portray Simple Paywall and/or its affiliates or any of their respective products and services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any Simple Paywall trademark, logo or other proprietary information, including the images found at Simple Paywall’s Website or throughout the Services, the content of any text or the layout/design of any page or form contained on a page without Simple Paywall’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Simple Paywall or any third party.

The Website contains many of the valuable trademarks, service marks, names, titles, logos, images, designs, copyrights and other proprietary materials owned, registered and used by Simple Paywall, but not limited to, the mark “Simple Paywall”. Simple Paywall and the Simple Paywall product names referenced in the Simple Paywall’s Website are copyrighted service marks of Simple Paywall. Any unauthorized use of same is strictly prohibited and all rights in same are reserved by Simple Paywall. No use of any Simple Paywall copyright may be made by any third party without express written consent of Simple Paywall. Other products and company names mentioned in the Website may be the trademarks or copyrights of their respective owners.

This Terms of Service Agreement, including all related agreements and policies incorporated by reference herein, constitutes the entire agreement between the parties related to the subject matter hereof and supersedes any prior or contemporaneous agreement between the parties relating to the Services. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further or future rights hereunder. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. If any provision of this Agreement is prohibited by law or held to be unenforceable, that provision will be severed and the remaining provisions hereof shall not be affected such that this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Agreement may be signed electronically or, as set out above, your access and use of the Services will manifest your consent to this Agreement. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect , except as specified herein. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation. All references to “laws,” “rules,” or “regulations” references any and all applicable laws, rules and regulations, whether domestic or foreign. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected].

Contact

You may contact us at the following address:

Simple Paywall
PO BOX 204
Cary, NC 27512-0204
Effective Date: September 30th, 2018

Copyright 2018 Simple Paywall LLC. All rights reserved. No part of Simple Paywall’s Website may be reproduced, modified, or distributed in any form or manner without express, written permission of Simple Paywall.