Paycial, Inc. (“Paycial”) and its subsidiaries, suppliers, licensors, and common control parties (“Affiliates”) (collectively, “Paycial,” “we,” “us,” or “our”) own all right, title, and interest in and to the website located at www.paycial.co (the “Website”) and the Paycial mobile application (the “App,” and collectively with the Website, the “Services”). We welcome you to use our Services and wish to inform you about some important points to consider while using the Services. We have established the following terms and conditions (the “Agreement”) with which you must comply when you access or use the Services. All references to “you” or “your” refer to you and the entity on behalf of which you use the Services.
BY ACCESSING OR SUBMITTING CONTENT (AS DEFINED BELOW) TO THE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE, ACCESS, OR SUBMIT CONTENT TO THE SERVICES.
We may modify this Agreement at any time. All changes to the Agreement will be posted on this page and are effective as of the date they are posted. Accordingly, you should periodically visit this page to review the terms of this Agreement. Your use of the Services after a modification to this Agreement constitutes your acceptance of the modification.
Paycial owns all information, text, reports, data, databases, graphics, images, sound recordings, audio and visual clips, photographs, programs, applications, software, and other content (except User Content, defined below) contained in the Services, as well as the collection, design, selection and arrangement thereof (collectively, the “Paycial Material”). The names, marks, and logos appearing on the Services (collectively, the “Trademarks”) are owned by or licensed to Paycial and are used with permission of the owner. The Trademarks and Paycial Material are protected by trademark, copyright, and other intellectual property laws. Paycial requires you to respect the intellectual property rights that we have in the Paycial Material and in the Trademarks.
The Services constitute a technology platform that enables users of the Website or the App provided as part of the Services to (a) order food and drinks, (b) order a delivery of food and drinks, (c) pay for food and drinks, and/or (d) split payments for the food and drinks with other user(s), from restaurants, chefs, and food catering services under agreement with Paycial (each, a “Third Party Provider”). The Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT PAYCIAL DOES NOT PROVIDE FOOD AND BEVERAGE OR FUNCTION AS A FOOD DELIVERY PROVIDER.
Paycial hereby grants you a limited, non-exclusive, revocable, non-transferable license to view and use the Services for your personal, non-commercial use in accordance with the terms of this Agreement.
You understand that use of the Services may result in chargers to you for the services or goods you receive from a Third Party Provider (”Charges”). After you have received services or goods obtained through your use of the Services, Paycial will facilitate your payment of the applicable Charges on behalf of Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Paycial. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided, but do not include any tip or gratuity to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Services, you are under no obligation to do so. Gratuities are generally voluntary. Notwithstanding the above, a Third Party Provider may choose to include gratuity as part of the payment which will be disclosed to you before you order good and services from such Third Party Provider (“Gratuity Policy”). If you do not agree with the Gratuity Policy, you may choose to not order goods and services from such Third Party Provider. After you have received services or goods obtained through the Services, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
Other than as required to facilitate your permissible use of the Services, you may not reproduce, perform, publicly display, create derivative works of, republish, upload, post, retransmit or redistribute in any way whatsoever any Paycial Material. Any reproduction, publication, distribution, assignment, sublicense, sale, or other uses of the Paycial Material for any purposes without written permission from Paycial is strictly prohibited.
All rights not expressly granted to you under this Agreement are reserved by Paycial, its licensors and suppliers including Third Party Providers who may provide their logo, trademark, copyrighted materials through the Services.
5. PERSONAL INFORMATION
6. ACCOUNT INFORMATION
You must create an Account (“Account”) in order to use the Services and view relevant information. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. You must provide certain Personal Information to register for an Account and you must create a unique username and password that enables you to access your Account. Account registration requires you to submit to Paycial certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Paycial's termination of this Agreement with you. You agree not to disclose your Account details, including your username and password, to anyone else and that you will be solely responsible for any activities or actions taken under your Account, whether or not authorized by you. Please notify Paycial immediately of any unauthorized use of your Account.
Paycial is not liable for any loss or damage from your failure to comply with these requirements. You agree that the information you provide Paycial will be true, accurate, current and complete. By creating an Account you consent to the use of electronic means to review and accept this Agreement and to provide you with any notices given pursuant to this Agreement.
7. USER CONTENT
You may submit photographs, images, videos, information, comments, suggestions, graphics, drawings, designs, or other similar materials (collectively, “User Content”) to Paycial via the Services. By uploading or submitting any User Content to Paycial, you represent and warrant that you are the original author, owner, or licensee of such User Content and all rights thereto, and that you have the right to upload or submit the User Content. When you submit User Content to Paycial, you grant Paycial a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free, freely transferable right and license to use, copy, modify, create derivative works of, delete, transmit, publish, display, perform, translate, sell, and distribute the User Content, and to incorporate such User Content into any form or medium now known or hereinafter invented, without compensation to you. You also warrant that all moral rights or publicity rights that may have been in such User Content are voluntarily waived by you. Paycial reserves the right to refuse any User Content. No User Content will be subject to any obligation of confidence on the part of Paycial.
You agree not to do any of the following: (i) transmit to the Services material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to send it; (ii) send material that reveals trade secrets, unless you own them or have the permission of the owner to reveal them; (iii) send material that infringes on any intellectual property rights of others or on the privacy or publicity rights of others; (iv) send material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another person or entity; (v) send sexually-explicit images; (vi) send advertisements or solicitations of business; (vii) send chain letters or pyramid schemes; (viii) impersonate another person or entity; (ix) post, upload or share any content or information that is false, inaccurate or misleading; or (x) post, upload or share any content or information that contains any virus, worm, malware or other potentially damaging programs or data.
You agree that disputes arising from an alleged violation of intellectual property rights may result in Paycial or its Affiliates suffering irreparable harm and that, in the event of such a dispute, Paycial or its Affiliates may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies.
8. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
Certain content on the Services is from third parties not within Paycial’s control. Paycial is under no obligation to, and does not, scan such third party content used in connection with the Services for the inclusion of illegal or impermissible content. However, Paycial respects the copyright interests of others and, as a policy, does not knowingly permit content that infringes another party’s copyright. It is Paycial’s intention to fully comply with the DMCA, including the notice and “take down” provisions and to benefit from the safe harbors immunizing it from liability to the fullest extent provided by law.
If you believe any content on the Services infringe a copyright, you should provide Paycial with written notice that at a minimum contains:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Paycial to locate the material;
• Information reasonably sufficient to permit Paycial to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to Paycial’s designated agent as follows:
# Paycial, Inc.
# 1115 Broadway, 12th Floor, New York, NY, 10010
9. PROHIBITED ACTS
The following is a non-exhaustive list of activities that are prohibited in connection with the Services:
criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, trademark infringement, copyright infringement, patent infringement, or trade secret theft;
any automated use of the Services or User Content, such as using scripts to add subscribers or send comments or messages;
interfering with, disrupting, or creating an undue burden on the Services;
attempting to impersonate another person or entity;
using any information obtained from the Services to harass, abuse, or harm another person;
accepting payment or anything of value from a third person in exchange for your performing any commercial activity on the Services on behalf of that person; or
using the Services in a manner inconsistent with applicable laws and regulations.
Paycial reserves the right to investigate and take appropriate legal action against anyone who, in Paycial’s sole discretion, violates this section, including without limitation, reporting such violations to law enforcement authorities.
Paycial may, in its sole discretion, terminate this Agreement by discontinuing operation of the Services. Paycial reserves the right to terminate your Account and prevent you from accessing the Services at any time and for any reason, including but not limited to your violation of this Agreement or the law. The violation of any of the terms and conditions set forth in this Agreement may result in the immediate termination of your right and license to use the Paycial Material and obligates you to immediately destroy any copies of the Paycial Material in your possession.
11. DISCLAIMER OF WARRANTIES
THE SERVICES and THE PAYCIAL MATERIAL ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. Paycial, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTies OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. IN ADDITION, PAYCIAL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES. PAYCIAL DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. PAYCIAL'S SERVICES MAY BE USED BY YOU TO REQUEST AND ORDER GOODS, OR SPLIT PAYMENTS WITH OTHER USERS FOR GOODS AND SERVICES PROVIDED BY THIRD PARTY PROVIDERS, BUT YOU AGREE THAT PAYCIAL HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DELIVERY, GOODS OR SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
Although Paycial strives for accuracy in all elements of the Services and the Paycial Material, the Services or Paycial Material may contain inaccurate or out-of-date information or typographical or spelling errors. Paycial does not make any representations or warranties regarding: (i) the truth, accuracy, completeness, timeliness, legality, or reliability of any Paycial Material; (ii) any opinion, information, advice or statement expressed by Paycial on the Services; or (iii) any results to be obtained from using the Services or relying on the Paycial Material.
Paycial does not warrant that: (i) the quality of any products, services, information, or other material that you obtain from the Services will meet your expectations; (ii) the Services will operate uninterrupted and error-free; (iii) the Services will be free of viruses, worms or other harmful material; or (iv) the Services will operate in perpetuity.
12. LIMITATION OF LIABILITY
YOU USE THE SERVICES AND THE PAYCIAL MATERIAL AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PAYCIAL SHALL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN ANY WAY ARISING FROM OR RELATING TO YOUR RELIANCE UPON, OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE PAYCIAL MATERIAL OR ANY USER CONTENT, WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PAYCIAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PAYCIAL OR ITS PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, OR THIRD PARTY PROVIDERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, RESULTING FROM YOUR USE OF THE SERVICES OR PAYCIAL MATERIAL OR FROM ANY USER CONTENT SUBMITTED TO THE SERVICES. PAYCIAL SHALL NOT BE RESPONSIBLE FOR ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, BANK FEES, SMS CHARGES, TAXES, GRATUITIES, RESULTING FROM YOUR USE OF THE SERVICES.
PAYCIAL ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY LOST DATA, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER COMMUNICATION. PAYCIAL IS NOT RESPONSIBLE OR LIABLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, MOBILE DEVICES, SOFTWARE, OR FAILURE OF EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO ANY COMPUTER OR MOBILE DEVICE RELATED TO OR RESULTING FROM USE OF THE SERVICES.
13. THIRD PARTY WEBSITES
14. COMPLIANCE WITH LAWS
You agree to comply with all applicable local, state, national and international laws, rules and regulations, including without limitation, laws governing online conduct and the unlawful export of software or technical data to restricted individuals or countries.
15. ADDITIONAL TERMS
Occasionally, Paycial may notify you of additional terms and conditions that you are required to accept in order to receive certain services offered on or through the Services (the “Additional Terms”), which will be posted in specific areas and require reading and acceptance. The Additional Terms are incorporated herein by reference and made a part of this Agreement.
You agree to defend, indemnify, and hold harmless Paycial and its parent, subsidiaries, affiliates, officers, directors, employees, and agents from and against any action, claim, demand, damages, costs or expenses (including attorneys’ fees and court costs) arising out of: (i) your use of the Services or the Paycial Material; (ii) any conduct by you that violates the terms of this Agreement; or (iii) your infringement of the intellectual property rights of third parties.
17. GENERAL PROVISIONS
Paycial’s failure to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it or any other provision at a later time.
Paycial may, at any time, in its sole discretion, and without notice to you, assign some or all of its rights and obligations under this Agreement. You may not assign your rights or delegate your duties under this Agreement without the prior written consent of Paycial.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall be deleted and shall not affect any other provision of this Agreement.
Except as expressly provided elsewhere on the Services, this Agreement constitutes the entire agreement between you and Paycial with respect to your use of the Services.
18. OWNER NAME AND ADDRESS
The Services are owned and operated by Paycial Inc., 99 Washington Ave., Suite 805A, Albany, NY, 12210.
Last updated: 07/01/2016