YataPay Escrow Instructions

If a Client and a Customer set up a transaction using the YataPay Secure Web App, these Escrow Instructions (“Escrow Instructions”) apply.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.

1. DIGITAL SIGNATURE

By submitting a job proposal, clicking to “Accept and Proceed” following a review of a job proposal or to fund any milestone (to make a Funding Approval), Client and Customer are deemed to have executed these Escrow Instructions electronically, effective on the date Client clicks to accept the engagement, pursuant to Electronic Communications Act 2000 (ECA 2000) and the electronic identification, authentication, and trust services regulation (eIDAS 2016). Doing so constitutes an acknowledgement that you are able to electronically receive,
download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for an Escrow Contract.

2. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Customer irrevocably authorize and instruct Yata Payments Ltd., incorporated in Scotland with its registered offices at Eden Park House, Eden Park, Cupar, Scotland KY15 4HS (“we”, “our” or “us”) to release applicable portions of the Escrow Account (each portion, a “Release”) to their Customer Escrow Account
or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Customer’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

2.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

1. Client clicks to release funds to Customer

2. Client does not take any action for 3 (three) days from the date of a Customer’s Release request, in which case Customer and Client agree that we are authorized and irrevocably instructed to immediately release to Customer the amount associated with to the applicable milestone in connection with such Release request

3. Customer cancels the contract before a milestone payment has been released to Customer, in which case the funds are to be returned to the Client

4. Client and Customer have submitted joint written instructions for a Release to either Customer Escrow Account or Client Escrow Account, as applicable

5. Client and Customer agree to close the contract without release of funds, in which case the funds are to be returned to the Client.

6. Both Client and Customer have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Resolution Procedure, in which case the funds are released as per the Yata Payments Ltd. mediator decision

7. Client or Customer has failed timely to respond to a Dispute Assistance notification as required by the Dispute Resolution Procedure, in which case the funds are released to the User that has participated

8. Client or Customer otherwise has failed to comply with the Dispute Resolution Procedure, in which case the funds are to be released to the User that has complied with the Dispute Assistance Program

9. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Resolution Procedure, in which case the funds will be released in accordance with such award.

10. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order

11. We believe, in our sole discretion, that fraud, an illegal act, or a violation of our Terms of Service has been committed or is being committed or attempted, in which case Client and Customer irrevocably authorize and instruct us to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment

12. The appointed YataPay Secure Mediation Team believe that they have sufficient evidence to make a final decision on a dispute that has been raised without suggesting arbitration.

3. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Customer are deemed to and hereby agree that the instruction made to us to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to us to pay a Customer is irrevocable. Such instruction is Client’s authorization to transfer funds to Customer from the Client Escrow Account. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Customer, we will instruct MANGOPAY to transfer funds to the Customer and that we and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once we or MANGOPAY have charged Client’s Payment Method, the charge is non-refundable.

By agreeing to these Instructions, you agree that the YataPay Secure Mediation Team has the right to make a final irrevocable decision on any dispute that has been raised and has the right to transfer funds in accordance with the Dispute Outcome.

4. DORMANT ENGAGEMENTS

To be fair to Clients and Customers, we have a procedure for Escrow Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Escrow Funding, Escrow Release, Escrow Refunds, Funding requests, Release requests,
requests to close the Contract, Status Report submittals, or actions under the Dispute Resolution Procedure.

A “Dormant Engagement” is a Contract that has an Escrow Account with a balance
but has had no activity for 180 consecutive days after the last milestone date
contained in the business terms. Dormant Engagements are subject to the following
rules:

1. We will notify Client when the Contract becomes Dormant (“Dormant Date”)

2. If no activity other than Release requests has occurred within seven (7) days after the Dormant Date, we will notify the Customer that the Fixed-Price Contract is Dormant

3. If neither Customer nor Client take any action for seven (7) days after the Dormant Date, Customer and Client agree that we are authorized and irrevocably instructed to instruct MANGOPAY to immediately release Escrow Funds to Client

4. If Customer submits a Release request and client does not take any action for fourteen (14) days from the date of the Release request, Customer and Client agree that we are authorized and irrevocably instructed to immediately release to Customer the amount related to the milestone with Release request

5. All funds released to Customer under this Section, Dormant Engagements, will be subject to the applicable Service Fees.

5. REFUNDS AND CANCELLATIONS

Client and Customer are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Client or Customer can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Customer by following the steps below.

5.1. FEES

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.

5.2 CANCELLATION BY CUSTOMER

If Customer wants to cancel a contract with funds held in escrow, Customer must click to close the contract. When Customer clicks to close the contract, Customer and Client agree that we are authorized and irrevocably instructed to instruct MANGOPAY to immediately release to Client all Escrow Funds associated with the contract.

5.3 CANCELLATION BY CLIENT

If Client wants to cancel a contract with funds held in escrow, Client must click to close the contract. Customer must either approve or dispute the Client’s cancellation within 7 days. If Customer approves the cancellation, Customer and Client agree that we are authorized and irrevocably instructed to instruct MANGOPAY to immediately release to Client all escrow funds associated with the contract. Customer must dispute the Client’s cancellation via support ticket within 21 days. If Customer takes no action within 21 days from the date notification of the cancellation is sent to Customer, Customer and Client agree that we are authorized and irrevocably instructed to immediately release to Client all Escrow Funds associated with the contract. If Customer disputes the cancellation, Customer and Client will be offered Yata Payments Ltd. Dispute Assistance (as defined in Section 6).

6. DISPUTE ASSISTANCE PROGRAM

If Client and Customer fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, Yata Payments Ltd. provides this Dispute Resolution Procedure as a mechanism to resolve the Dispute.

6.1 DEFINITIONS AND KEY DATES

1. “Arbitration” means binding non-appearance based Arbitration by a neutral third party as described in Section 6.

2. “Arbitration Payment” means Client’s or Tradeperson’s applicable portion of the costs of Arbitration as more particularly described in this Section 6.

3. “Arbitration Limitations Date” means the date 14 days after the YataPay Secure mediator has suggested arbitration.

4. “Dispute” means a dispute between a Client and Customer
concerning a Fixed-Price Contract and covered by this Dispute Resolution Procedure.

5. “Dispute Assistance Deadline” means the date 30 days after the Client was billed for the last milestone.

6. “Dispute Resolution Procedure” means the Dispute resolution procedure set forth in this Section 6.

7. “Yata Payments Ltd. Dispute Assistance” means the Dispute assistance provided by Yata Payments Ltd. as set forth in this Section 6.

6.2 AVAILABILITY OF YATAPAY SECURE DISPUTE ASSISTANCE

Dispute Assistance is only available: (i) after initial funding of the  Escrow Account associated with the Contract, and (ii) prior to the Dispute Assistance

Deadline. Dispute Assistance is not available to either the Customer or the Client via the Site after the Dispute Assistance Deadline.

6.3 YATA MEDIATION

Yata Payments Ltd. will first attempt to assist Client and Customer by reviewing the Dispute and, where possible, providing a final decision on the Dispute Outcome. You agree that YataPay Secure has the right to make the final decision on a dispute outcome and has the right to transfer funds in accordance with the Dispute Outcome decision.

• The Yata Disputes team will notify Client and Customer by providing a notice of dispute along with a request for information and supporting documentation (if any).
• If both Client and Customer respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available in the Web App that pertains to the Dispute. After review, the Disputes team will provide a final decision on the Dispute Outcome based on the results of the review.
• If the YataPay Secure mediator is unable to provide a Dispute Outcome, he will suggest external arbitration.
• If either Client or Customer disagree with the Dispute Outcome, then the Client or Customer must request in writing that the Dispute Outcome is deferred to External Arbitrators. This request must be submitted in writing within 5 days of receiving the Dispute Outcome. The YataPay Secure mediator reserves the right to deny this request.
• If neither party requests External Arbitration and the YataPay Secure mediator does not suggest it, the Client and Customer agree that Yata Payments Ltd. is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the Dispute Outcome decided by the YataPay Secure mediator.
• If the Client or Customer requests to arbitrate by notifying Yata Payments Ltd. and the YataPay Secure mediator accepts this request, it is the responsibility of both parties to appoint a mutually agreeable Arbitrator within 10 days.
• If both parties are not able to agree on an external Arbitrator, YataPay Secure will appoint an Arbitrator.
• If the Client or Customer does not make any Arbitration Payments, the Customer and Client will be deemed to have irrevocably authorized and instructed Yata Payments Ltd. to, and Yata Payments Ltd. will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, Yata Payments Ltd. will close the Dispute.

If Client and Customer both do not make the Arbitration Payment by the Arbitration Limitations Date, then Client and Customer will be deemed to have authorized and instructed Yata Payments Ltd. to make a final decision on the dispute.

6.4 ARBITRATION FOR A FIXED-PRICE CONTRACT

If arbitration has been suggested or requested in accordance with these Escrow
Instructions and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any such Arbitration will be conducted by a neutral third-party Arbitration service.

6.5 FILING THE CASE WITH THE ARBITRATOR

After the parties have appointed an Arbitrator, we will provide the arbitrator with supporting documentation including but not limited to the documents submitted to us during the dispute resolution process, information available via the Web App, and access to the Web App.

6.6 LIMITATIONS PERIOD FOR ARBITRATIONS

If both Customer and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Cient and Customer will be deemed to have irrevocably authorized and instructed us to, and we will make a final decision on the dispute.

6.7 ARBITRATION FEES

In the case of arbitration, 50% of arbitration fees will be covered by the Customer and 50% of arbitration fees will be covered by the Client.

6.8 ARBITRATION AWARD

You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to us, then we have the right to treat such notice as conclusive and act in reliance thereon.

6.9 SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Escrow Funds released under this program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Instructions.

7. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent us to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with us., for checking their email and for responding to notices sent us to the User’s registered email address.

8. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the Dispute Resolution Procedure must be resolved in accordance with the terms in the Dispute Resolution Procedure. All claims filed or brought contrary to the Dispute Resolution Procedure will be considered improperly filed, and we will have the right to take any other action, including suspension or termination of your Account, and any other legal action as we deem appropriate in our sole discretion.

9. ABUSE

We, in our sole discretion, reserve the right to suspend or terminate your Account immediately upon giving notice to you if we believe you may be abusing the Dispute Resolution Procedure or as otherwise permitted by the Terms of Service. However, any Disputes for any Contracts that existed prior to termination will be subject to the Terms of Service.

10. LIMITATIONS OF LIABILITY

You agree that a final Dispute Outcome by a YataPay Secure mediator is irrevocable and final. We are not liable for the recovery of any funds that have been released to either party as part of the Dispute Assistance Programme, should a decision by a YataPay Secure mediator be overruled by a court of competent jurisdiction.

Software License Agreement

IMPORTANT – PLEASE READ CAREFULLY: This End User License
Agreement (“EULA”) is a legal agreement between you and Yata Payments Ltd. and its affiliates (“YataPay Secure”, “we”, or “us”). This EULA governs your use of the YataPay Secure software and any third party software that may be distributed therewith (collectively the “Software”). YataPay Secure agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the YataPay Secure website located at https://yatapayments.com/, including the YataPay Secure Terms of Service (the “Terms of Service”). Please also see the YataPay Secure Privacy Policy (the “Privacy Policy”) at LINK. Capitalized terms not defined in this EULA are defined in the Terms of Service.

1. CONDITIONAL LICENSE

1.1. LICENSE GRANT

Subject to your compliance with the terms and conditions of this EULA, YataPay Secure grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Web App.

1.2. RESTRICTIONS ON USE

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Web App, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Web App. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited
to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of YataPay Secure. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.

1.3. INTELLECTUAL PROPERTY RIGHTS

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to YataPay Secure or its licensors or third party providers. You acknowledge that YataPay Secure or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by YataPay Secure, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Subject to your compliance with the terms and conditions of this EULA, YataPay Secure grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with payments you process on or through the Web App.

2. DISCLAIMER OF WARRANTIES

2.1. “AS IS” NO WARRANTY

THE SOFTWARE IS PROVIDED BY YATAPAY SECURE AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. YATAPAY SECURE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YATAPAY SECURE DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY,
RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

2.2. PRIVACY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY LAW, YATAPAY SECURE DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

2.3. JURISDICTIONAL LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

2.4. SURVIVAL OF DISCLAIMER

The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

3. LIMITATION OF LIABILITY

3.1. LIMITATION OF LIABILITY

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL YATAPAY SECURE, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF YATAPAY SECURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM
THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3.2. DAMAGES CAP

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, YATAPAY SECURE’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE GBP (£1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY YATAPAY SECURE.

4. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless YataPay Secure and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of
your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. YataPay Secure reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

5. NO NOTICE OF UPDATES

YataPay Secure reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. YataPay Secure also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

6. EXPORT CONTROLS

You are responsible for complying with trade regulations and both foreign and domestic laws.

7 TERMINATION

7.1. TERMINATION

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by YataPay Secure or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from YataPay Secure if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to YataPay Secure that all copies have been destroyed.

7.1. SURVIVAL OF TERMINATION

Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit YataPay Secure’s other rights it may have by law.

8.1. SEVERANCE WAIVER

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

8.2. AUDIT

You agree that, on YataPay Secure’s request, you will certify in writing your compliance with the terms of this EULA.

8.3. ASSIGNMENT

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of YataPay Secure, at our sole discretion. Notwithstanding the foregoing, YataPay Secure may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

8.4. ENTIRE AGREEMENT

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.