Terms of Service

This User Agreement (this “Agreement”) is a contract between you (“you”, “your” or “User”) and Yata Payments Ltd., incorporated in Scotland (company number SC661466) with its registered offices at The Slate House, Newfargie, Perth, Scotland PH2 9QT (“YataPay,” “YataPay Secure”, “we”, “our” or “us”). You can contact us by email at info@yatapayments.com or by writing to us at the above address.

You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of any part of our web application, located online at www.yatapayments.com

This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Privacy Policy and Cookie Policy; YataPay Secure Web App Software License Agreement; and the instructions given by the Yata Pay Secure Escrow Agreement (“Escrow Instructions”) as applicable to any Service Contract you enter into with another User. These agreements are collectively, with this Agreement, called the “Terms of Service”.

Subject to the conditions set forth herein, we may, in our sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the our website at www.yatapayments.com (“Site”). We will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to the fees charged by us, we will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in the fees or any temporary or promotional fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

1. YATAPAY SECURE ACCOUNTS

ection 1 discusses what you must agree to before using the Web App Services and the different types of accounts that can be created in the Web App, as detailed below.

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Web App or Web App Services (an “Account”), by using the Web App or Web App Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted in the Web App, you agree to abide by this Agreement and the other Terms of Service.

To access and use certain portions of the Web App and the Web App Services, you must register for an Account. We reserve the right to decline a registration to join Yata or to add an Account type as a Client (as defined in Section 1.4.1 below) or Customer (as defined in Section 1.4.2 below), for any lawful reason.

Upon registering for an Account, you will also be registered for a MangoPay account as defined in the MANGOPAY Ts&Cs. These Ts&Cs are included in the YataPay Secure terms of service (LINK).

If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

1.2 ACCOUNT ELIGIBILITY

To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Customer Services; and (b) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

In order to be eligible to register for an Account or use the Web App and Web App Services, you must also be eligible to register for a MangoPay as per MangoPay End User Ts&Cs.

1.3 ACCOUNT PROFILE

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4 ACCOUNT TYPES

As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types. For example, if you already have a Customer Account (as defined in Section 1.4.2 below), you can add a Client Account as a separate account type in settings. You agree not to have or register for more than one Account without express written permission from us. For example, if you already have a Customer Account, you agree not to have or register for a second Customer Account. We reserve the right to revoke the privileges of the Account or access to or use of the Web App or Web App Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

You can register for an Account or add an Account type to use the Web App and Web App Services as a Client (a “Client Account”). Any user using the Web App, Web App Services for the purpose of paying for Customer Services is a “Client” for purposes of the Terms of Service.

1.4.2  CUSTOMER ACCOUNT

You can register for an Account or add an Account type to use the Web App and Web App Services as a Customer (a “Customer Account”). Any user using the Web App for the purpose of charging for services is a Customer or Builder for purposes of the Terms of Service.

1.5 ACCOUNT PERMISSIONS

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. You represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, we may close any or all related Accounts.

1.6 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on YataPay Secure. You authorize YataPay Secure, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.

2. PURPOSE OF YATAPAY SECURE

Section 2 discusses what YataPay Secure does and does not do when providing the Web App and Web App Services and some of your responsibilities when using the Web App or entering into a Service Contract with a Customer or Client, as detailed below.

The YataPay Secure Web App is a payment tool which allows Customers to receive payment for goods and services from Clients.  Subject to Terms and Conditions, YataPay Secure provides the Web App Services to Users, including hosting and maintaining the Web App, facilitating the formation of Service Contracts and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User Uses the Web App to invoice and pay any amounts owed under the Service Contract.

2.1 RELATIONSHIP WITH YATAPAY SECURE

YataPay Secure merely makes the Web App and Web App Services available to enable Customers and Clients to transact directly with each other. Yata Payments Ltd. does not introduce Customers to Clients, find projects for Customers, or find Customers for Clients. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users, and we are not a party to that Service Contract.

You acknowledge, agree, and understand that we are not a party to the relationship or any dealings between Client and Customer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts; (d) performing Customer Services; or (e) paying for Service Contracts or Customer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User.  We do not vet or otherwise perform background checks on Customers or Clients. You acknowledge, agree, and understand that Yata Payments Ltd. does not, in any way, supervise, direct, control, or evaluate Customers or their work and is not responsible for any project, project terms or work product. Yata Payments Ltd. makes no representations about and does not guarantee, and you agree not to hold Yata Payments Ltd. responsible for, the quality, safety, or legality of Customer Services; the qualifications, background, or identities of Users; the ability of Customers to deliver Customer Services; the ability of Customers to pay for Customer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Customer to actually complete a transaction.

You also acknowledge, agree, and understand that Customers are solely responsible for determining, and have the sole right to determine, which projects to accept; the time, place, manner, and means of providing any Customer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Yata Pay Secure, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) we will not have any liability or obligations under or related to Service Contracts and/or Customer Services for any acts or omissions by you or other Users; (iii) we do not, in any way, supervise, direct, or control any Customer or Customer Services; does not impose quality standards or a deadline for completion of any Customer Services; and do not dictate the performance, methods or process Customer uses to perform services; (iv) Customer is free to determine when and if to perform Customer Services, including the days worked and time periods of work, and we do not set or have any control over Customer’s pricing, work hours, work schedules, or work location, nor are we involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Customer for a project; (v) Customer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and we do not, in any way, provide or guarantee Customer a regular salary or any minimum, regular payment; (vi) we do not provide Customers with training or any equipment, labor, tools, or materials related to any Service Contract. Customers are free to use subcontractors or employees to perform Customer Services and may delegate work on contracts. If a Customer uses subcontractors or employees, Customer further agrees and acknowledges that this paragraph applies to our relationship, if any, with Customer’s subcontractors and employees as well and Customer is solely responsible for Tradeperson’s subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2.2 TAXES AND BENEFITS

Customer acknowledges and agrees that Customer is solely responsible (a) for all tax liability associated with payments received from Customer’s Clients and through the Yata Pay Secure Web App, and that we will not withhold any taxes from payments to Customer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Customer is not covered by or eligible for any insurance from us; (c) for determining whether Customer is required by applicable law to issue any particular invoices for the Customer Fees and for issuing any invoices so required; (d) for determining whether Customer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Customer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate.

In the event of an audit of Yata Pay Secure, Customer agrees to promptly cooperate with us and provide copies of Customer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Customer is engaging in an independent business as represented to us.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CUSTOMER

3.1 SERVICE CONTRACTS

If a Client and Customer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Customer. Client and Customer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that we are not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Yata Pay Secure and any Customer or a partnership or joint venture between Yata Pay Secure and any User.

With respect to any Service Contract, Clients and Customers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand our rights and obligations under the Terms of Service, including this Agreement and the Escrow Instructions . The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms* in whole or in part, in addition to or instead of other such agreements.

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. We do not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create a solicitor-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek independent legal advice. We expressly disclaim any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.

3.2 DISPUTES AMONG USERS

For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that we will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.

If Customer or Client intends to obtain an order from any arbitrator or any court that might direct us, the assigned Payment Service Provider (as defined below), or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting us or Payment Service Provider, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.

3.3 CONFIDENTIAL INFORMATION

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

3.4 THIRD-PARTY BENEFICIARIES

It is the intent of the parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.

4. WORKER CLASSIFICATION

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Yata Pay Secure and a User.

Client is solely responsible for and has complete discretion with regard to selection of any Customer for any project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Customers should be engaged as independent contractors or employees of Client and engaging them accordingly; we will have no input into, or involvement in, worker classification as between Client and Customer and Users agree we have no involvement in and will have no liability arising from or relating to the classification of a Customer generally or with regard to a particular project.

5. YATAPAY SECURE FEES

Section 5 describes what fees you agree to pay to YataPay Secure in exchange for YataPay Secure providing the Web App and Web App Services to you and what taxes YataPay Secure may collect, as detailed below.

Customers pay Yata Pay Secure a Service Fee (as defined in this Section 5.1) for the use of the Web App Services. Yata Pay Secure charges service fees to Customers for using the apps communication, reporting, dispute resolution and payment services, as described in the Escrow Instructions (the “Service Fee(s)”). The Service Fees (to use the Web App Services) are paid solely by Customer. When a Client pays a Customer for a project or when funds related to a project are otherwise released to a Customer as required by the Escrow Instructions (See Section 6.1), Payment Service Provider will credit the freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Yata Pay Secure the Service Fee. Customer hereby irrevocably authorizes and instructs the Payment Service Provider to deduct the Service Fee from the Customer Escrow Account and pay YataPay Secure on the Tradeperson’s behalf.

Pursuant to the User Agreement, we charge Customers a Service Fee for each payment their Client makes to the Customer on a Service Contract. This will be 1.9% of all fees collected by Customer from Client.

6. PAYMENT TERMS AND ESCROW SERVICES

6.1 ESCROW  SERVICES

YataPay Secure uses a Payment Service Provider to provides escrow services to Users to deliver, hold, and/or receive payment for a project, and to pay fees to YataPay Secure (“Payment Service Provider”).

YataPay Secure and a Payment Service Provider will use and release funds deposited in an Escrow Account only in accordance with this Agreement, the Escrow Instructions and the Payment Service Provider End User Agreements.

The Users agree that they will be bound by, and we will follow, the  Escrow Instructions.

We undertake to perform only such duties as are expressly set forth in this Agreement, the Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Customer, even if communication is carried out using the Web App. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Customer in accordance with this Agreement or the Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the Escrow Instructions directly or through agents or solicitors (and will be liable only for the careful selection of any such agent or solicitor) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the Escrow Instructions, we will be entitled to refrain from taking any action until we are directed otherwise in writing by Client and Customer or by a final order or judgment of an arbitrator or court of competent jurisdiction.

7. RECORDS OF COMPLIANCE

Section 7 discusses your agreement to make and keep all required records, as detailed below.

Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to us upon request. Nothing in this subsection requires or will be construed as requiring us to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on our part to store, backup, retain, or grant access to any information or data for any period.

8. WARRANTY DISCLAIMER

Section 8 discusses your agreement and understanding that the Web App and Web App Services may not always be available or work perfectly, as detailed below.

9. LIMITATION OF LIABILITY

Section 9 discusses your agreement that we usually will not have to pay you damages relating to your use of the Web App and Web App Services and, if it is, at most it will be required to pay you £2000, as detailed below.

Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or for fraud or in respect of any other liability arising out of or in connection with this Agreement which cannot be excluded or restricted by law.

We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

your use of or your inability to use our Web App or Web App Services

delays or disruptions in our Web App or Web App Services

viruses or other malicious software obtained by accessing, or linking to, our Web App or Web App Services

glitches, bugs, errors, or inaccuracies of any kind in our Web App or Web App Services

damage to your hardware device from the use of the Web App or Web App Services

the content, actions, or inactions of third parties’ use of the Web App or Web App Services

a suspension or other action taken with respect to your Account

your reliance on the quality, accuracy, or reliability of information, or metrics found on, used on, or made available through the Web App; and

your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL WE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF YATA PAY SECURE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) £2000; OR (B) ANY FEES RETAINED BY US WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CUSTOMER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

10. RELEASE

Section 10 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to the recognition that we are not a party to any contract between Users, you hereby release us, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Customer Services provided to Client by a Customer. This release also includes, for example and without limitation, any requests for refunds based upon disputes or transfer of funds as a result of a Dispute Outcome reached by the YataPay Secure mediator. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.

11. INDEMNIFICATION

Section 11 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Web App or Web App Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Yata Pay Secure, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Web App and the Web App Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Customer as an independent contractor; the classification of Yata Pay Secure as an employer or joint employer of Customer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 11, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable solicitors’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable solicitors’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

12. AGREEMENT TERM AND TERMINATION

Section 12 discusses your and our agreement about when and how long this Agreement will last, when and how either you or we can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

12.1 TERMINATION

Unless both you and we expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to info@yatapayments.com. In the event you properly terminate this Agreement, your right to use the Web App and Web App Services is automatically revoked, and your Account will be closed. We are not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or project entered into between Users. If you attempt to terminate this Agreement while having one or more open projects, you agree (a) you hereby instruct us to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such projects have closed on the Web App; (c) we will continue to perform those Web App Services necessary to complete any open project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to us for any Web App Services or such other amounts owed under the Terms of Service and to any Customers for any Customer Services.

Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Web App or Web App Services, deny your registration, or permanently revoke your access to the Web App and refuse to provide any or all Web App Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Yata Pay Secure or our Affiliates; may be contrary to the interests of the Web App or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Web App under the same Account or a different Account or reregister under a new Account without our prior written consent. If you attempt to use the Web App under a different Account, we reserve the right to reclaim available funds in that Account to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Web App depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF WE DECIDE TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, WE HAVE THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT WE WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

12.2 ACCOUNT DATA ON CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep in the Web App and that that any closure of your Account may involve deletion of any content stored in your Account for which Yata Payments Ltd. will have no liability whatsoever. We, in our sole discretion and as permitted or required by law, may retain some or all of your Account information.

12.3 SURVIVAL

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non- circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Yata Payments Ltd. from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

13. GENERAL

Section 13 discusses additional terms of the agreement between you and YataPay Secure, including that the Terms of Service contain our full agreement and how the agreement will be interpreted and applied.

13.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and us relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even we drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or us because of the authorship of any provision of the Terms of Service.

13.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon us unless in a written instrument signed by a duly authorized representative of us or posted on the Site by us. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

13.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative of us. We may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will insure to the benefit of the successors, heirs, and permitted assigns of the parties.

13.4 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, epidemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.