SegPay
Affiliate System Terms of Service Agreement

Last Updated: May 8, 2017

1.                   Acceptance of Agreement

This is an agreement between Toccata, Inc., doing business as SegPay, a Florida corporation, and you, the SegPay merchant requesting access to the SegPay Affiliate System service (the Service). By using the Service, you agree to this agreement. If you choose to not agree to this agreement, you must not use the Service.

2.                   Changes to Agreement

2.1               Right to Change Agreement

SegPay may, in its sole discretion, change this agreement (updated agreement) on one or more occasions.

2.2               Notice of Updated Agreement

Unless SegPay makes a change for legal or administrative reasons, SegPay will provide reasonable notice before the updated agreement becomes effective. You acknowledge that SegPay may notify you of the updated agreement by posting it on the Site.

2.3               Acceptance of Updated Agreement

Your use of the Service or the Site after the effective date of the updated agreement constitutes your agreement to the updated agreement. You should review this agreement and any updated agreement before using the Service or the Site.

2.4               Effective Date of Updated Agreement

The updated agreement will be effective as of the time of posting, or any later date as may be stated in the updated agreement, and will apply to your use of the Service and the Site from that point forward.

3.                   Description of Service

SegPay Affiliate System is a service that SegPay offers to its merchants to help build an affiliate network. From the SegPay Admin Suite, you can configure your affiliate program any number of ways to increase traffic and sales, automatically payout for referred sales, and keep affiliates in the loop through various reports and features. The Service gives you the flexibility to adjust payout amounts and percentages as needed to maximize the revenue potential of your referrals, while tracking every referral initiated from each affiliate. Payout amounts to affiliates can be based on revenue sharing, initial sales, or recurring sales, as determined by you. The Service also includes comprehensive reporting for both you and your affiliates. Web traffic, sales, and revenues can be analyzed as needed to maximize your affiliate program. In addition, several tools designed to help you sign up new affiliates or communicate with existing affiliates are available within the system.

4.                   License Grant

4.1               During this agreement, SegPay hereby grants you a limited, nonexclusive, non-assignable, and nontransferable license to (a) access and use the Application solely to manage and operate your affiliate program, (b) store Merchant Data on or through the Application, and (c) allow your users and affiliates to access and use the Application for the sole purposes set forth in clauses (a) and (b). Application means the web-based application software made available by SegPay to you.

4.2               You acknowledge that SegPay owns the exclusive interest throughout the world in the Application and any parts or copies of it, and all patents, trademarks, trade names, copyrights, and trade secrets (including all related technical know-how) (collectively, the Proprietary Rights). The licenses granted here will not constitute a sale of the Application or the underlying software and Proprietary Rights in the Application. You further acknowledge that any derivative products or works, feedback, ideas, or suggestions made by you with regard to improvements or modifications to the Application are, and will at all times be, the property of SegPay, with all interest in it. You hereby assign, and will cause each User and Affiliate to assign, SegPay all interest that you or any User or Affiliate may have in and to any derivative products or works, feedback, ideas, or suggestions, and in and to any improvements or modifications to the Application resulting from them. For purposes of this agreement, (a) User means any employee or independent contractor of you that is authorized by you to access and use the Application for and on your behalf in accordance with this agreement, and (b) Affiliate means any entity that is not a User that is authorized by you to access and use the Application in accordance with this agreement. You acknowledge that you will remain liable for all actions and omissions of your Users and Affiliates under this agreement or under any applicable separate agreement.

4.3               All rights not expressly granted to you under this agreement are expressly reserved to SegPay. You will not and will not permit any User or third party (including any Affiliate) to, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Application; (b) modify, translate, or create derivative works based on the Application; (c) install, sublicense, rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to access and use the Application to any third party as a service or any other means; or (d) remove any proprietary notices, trademarks, or labels contained on or within the Application or any graphical representation of it.

5.                   Affiliate Payouts

5.1               SegPay will calculate and process commission payouts to your Affiliates two weeks in arrears. The minimum payout requirement is $150. SegPay will roll over accrued commissions totaling less than the minimum payout requirement until the payment owed satisfies the minimum payout requirement. SegPay will remove refunds and chargebacks from the Affiliates commissions before disbursing the payout. SegPay will make payouts meeting the minimum payout requirement bimonthly, on the 5th and 20th of each month. The Affiliate is responsible for all costs associated with the payment method selected by the Affiliate. SegPay will deduct these costs from the Affiliates payout. SegPay supports the following payment methods: ACH, Paxum, Wire Transfer, and Payoneer.

5.2               SegPay may stop supporting a payment method at any time and for any reason without notice. SegPay may change the payout schedule or minimum payout requirement at any time and for any reason without notice. SegPay may increase the holdback percentage called for under the merchant services agreement as security against chargebacks, refund fees, or any other obligations incurred under this agreement.

5.3               You acknowledge that SegPay will pay your Affiliates before SegPay pays you. You further acknowledge that SegPay is not liable to your Affiliates for an affiliate commission.

6.                   Term

This agreement begins on the date that you electronically sign this agreement and continues until terminated by either party in accordance with section 17 .

7.                   Technical Support Services

During this agreement, SegPay will provide you technical support for issues arising in connection with your standard day-to-day use of the Application. This support will be provided during SegPays normal business hours and may be provided in the form of email or telephone support at SegPays sole discretion. SegPay will not provide technical support to Affiliates, which will be your responsibility at your own expense.

8.                   Data Ownership, Aggregation, and Storage

8.1               Merchant Data consists of information input into the Application by you, your Users, or any Affiliate, and your, User, and Affiliate behavior on the Application, as captured by the Application. You will own all Merchant Data. You are ultimately responsible for making and keeping current copies of all Merchant Data and related information. SegPay will not disclose the Merchant Data to any third party unless (a) directed by you; (b) disclosure is made by SegPay in response to a court order, subpoena, or other legal process, on condition that SegPay has given you reasonable notice of that court order, subpoena, or other legal process; or (c) is in aggregate nonpersonally identifiable form. You hereby grant SegPay a royalty-free, worldwide, perpetual, irrevocable, and fully transferable license to use the Merchant Data in connection with the creation and development of analytical and statistical analysis tools related to collected data.

8.2               SegPay Data includes any information, tracking data, or tracking methodologies, other than Merchant Data, generated by the Application, regardless of whether the information, tracking data, or tracking methodology was generated as a result of your use of the Application. All data and information that is not Merchant Data (including SegPay Data) is owned by SegPay, with all interest in it.

9.                   Merchant Requirements

9.1               You will not and you will cause each of your Users and Affiliates not to, directly or indirectly, in connection with their business practices or activities, or on or in connection with any websites controlled or operated by them, or on or in connection with any websites in which they use the Application: (a) participate in, undertake, encourage or display any political hate-mongering, racial, ethnic, fraudulent, misleading, or otherwise objectionable content or false advertising; (b) participate in, undertake, encourage, or display any hacking or software pirating; (c) participate in, undertake, encourage, or display any activity in violation of any applicable state, federal, or international laws, rules, or regulations; (d) participate in, undertake, encourage, or display any activity that violates the federal CAN-SPAM Act of 2003 or other applicable state or international SPAM laws, as amended on one or more occasions.

9.2               If any advertising, lead generation, or website content or materials are considered by SegPay, in its sole discretion, to not meet the letter or spirit of the standards set out in this agreement, SegPay may request that you make changes to bring that content and materials into compliance. If you fail to promptly make the necessary changes on request, and without limiting any of the other remedies available to SegPay at law or in equity, SegPay is authorized to remove the content or materials, suspend any applicable campaign, or terminate this agreement immediately, without liability to you. You acknowledge that SegPay may audit on one or more occasions the content and material you are promoting, distributing, or displaying on or through the Application or in connection with the use of it.

9.3               If your domain or IP (Internet Protocol) is blacklisted for SPAM, SegPay may require that you immediately suspend and permanently remove the applicable advertising campaign, links, or websites (including landing pages) on notice to you. If the matter is not promptly resolved by you, including by suspending and permanently removing the applicable advertising campaign, links, or websites, SegPay may (without limiting any of the other remedies available to it at law or in equity) independently suspend your domain or IP; the campaign, links, or websites (to the extent accessible by SegPay); your access to the Application; take any other steps it considers necessary or appropriate under the circumstances; or terminate this agreement (and your use of the Application) immediately, without liability to you, in all events, in SegPays sole discretion.

9.4               You acknowledge that this agreement does not create any relationship between SegPay and your Affiliates. You further acknowledge that your Affiliates are to resolve all issues with you and not SegPay. You also acknowledge that you, and not SegPay, are responsible for supporting your Affiliates.

10.               Confidentiality

10.1            During this agreement for three years afterwards, each party receiving Confidential Information (the Receiving Party) of the other party (the Disclosing Party) will: (a) treat that Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of this agreement by itself or any authorized person who receives Confidential Information of the Disclosing Party on its behalf (including, in the case of you, any breach by a User or Affiliate); (b) not use the Confidential Information except in connection with this agreement; (c) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized in this agreement and other than to that partys employees or independent contractors who (i) have a need to know that Confidential Information, (ii) have been advised of the confidential nature of that information and the obligations that apply to them in connection with it, and (iii) are subject to obligations of confidentiality with respect to that information as stringent as those set forth in this agreement); and (d) maintain the confidentiality of the Confidential Information of the Disclosing Party as it would its own most highly confidential information, but in no event will the Receiving Party use less than reasonable care.

10.2            Confidential Information means, with respect to a given party, that partys formulas, methods, know how, processes, designs, new products, developmental work, marketing requirements, business and marketing plans, customer names, prospective customer names, any data relating to any research project, work in process, engineering, manufacturing, marketing, servicing, financing or personnel matter, data relating to that partys present or future products, sales, suppliers, clients, customers, employees, investors or business partners (including any confidential information of those suppliers, clients, customers, employees, investors, or business partners), and all information clearly identified in writing at the time of disclosure as confidential, and in the case of SegPay, the Application. Confidential Information does not include information that: (a) was or is in the public domain before the date of disclosure; (b) was or is lawfully received by the Receiving Party from a third party who is not subject to an obligation of confidentiality with respect to that information; (c) was or is already known by or in the possession of the Receiving Party; or (d) is required to be disclosed under applicable law or by a governmental our court order, decree, regulation, or rule, on condition that the Receiving Party gives written notice to the Disclosing Party to the extent legally permissible before disclosure.

10.3            The Receiving Party acknowledges that the Disclosing Party will incur irreparable damage if the Receiving Party should breach any of the provisions of this section 10 . Accordingly, if a Receiving Party or any of its respective agents or representatives breaches or threatens to breach any of the provisions of this section 10 , the Disclosing Party will be entitled, without prejudice, to all the rights and remedies available to it, including any injunctive relief restraining any potential breach of the provisions of this section 10 by the Receiving Party, without having to prove damages or post a bond or other security.

11.               Location of Service

SegPay operates the Service in the United States. SegPay is not making any statement that the Service or the Application is accessible or appropriate outside the United States. Access to the Service or the Application might not be legal by certain persons or in certain countries. If you access the Service or the Application from outside the United States, you do so on your own initiative and are responsible for complying with all applicable local laws.

12.               Disclaimer of Warranties

The Application is provided as is and without any other expressed or implied warranty. SegPay is not making any warranty, express or implied, concerning the Application or the operation or use of it. SegPay is not making any implied warranty to the extent permitted by law, including any implied warranty arising by statute or otherwise in law or from a course of dealing or usage or trade. SegPay is not making any implied warranty of merchantability, of fitness for a particular purpose, or of noninfringement concerning the Application and operation or use of it. SegPay is not making any warranty that the Application will meet all your business requirements or that the operation of the Application will be uninterrupted or error free.

13.               Disclaimer of Damages and Limit of Liability

To the greatest extent permitted by applicable law, SegPay will not be liable under any theory of tort, contract, or strict liability for any special, indirect, incidental, consequential, punitive, or exemplary damages, including loss of profits, data, or goodwill, regardless of whether SegPay knew or should have known of the possibility of those damages. To the greatest extent permitted by applicable law, SegPays total cumulative liability for damages under this agreement (regardless of the form of action, whether in contract, tort, strict liability, or otherwise) will not exceed $500.

14.               Indemnification

14.1            In General

You will pay SegPay for any loss of SegPays that is caused by (a) your breach of this agreement; (b) any act or omission by you or your Users or Affiliates; (c) your goods or services; (d) any Affiliates or Users business practices or advertising practices; or (e) the use of the Application by you or your Users or Affiliates. But you are not required to pay if the loss was caused by SegPays intentional misconduct.

14.2            Definitions

(a)                Loss means an amount that SegPay is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.

(b)               A loss is caused by an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.

14.3            SegPays Duty to Notify

SegPay will use reasonable efforts to notify you before the 30th day after SegPay knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But SegPays failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to mitigate losses.

14.4            Legal Defense of a Claim

SegPay has control over defending a claim for a loss (including settling it), unless (a) you elect to control the defense, or (b) SegPay directs you to control the defense. On receiving notice of a claim for a loss, you may take control of the defense by notifying SegPay. If you take control, each of the following applies: (a) you may choose and retail legal counsel; (b) SegPay may retain its own legal counsel at its expense; and (c) you must not settle any litigation without SegPays written consent if the settlement imposes a penalty or limitation on SegPay, admits SegPays fault, or does not fully release SegPay from liability. You and SegPay must cooperate with each other in good faith on a claim.

14.5            No Exclusivity

SegPays rights under this section 14 do not affect other rights that SegPay might have.

15.               Compliance with Applicable Laws

You will comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes and will procure all required permits, approvals, inspections, and certificates to operate your business in compliance with all applicable laws.

16.               Use of Merchants Trademarks

During this agreement, you hereby grant SegPay a nonexclusive, nontransferable license to use, reproduce, publicly and digitally display and broadcast your name, trademarks, trade names, service marks, logos, URLs (the Merchant Trademarks) to advertise and promote SegPay, its business, and its Application. SegPay acknowledges that nothing in this agreement will give any interest in the Merchant Trademarks other than the right to use the Merchant Trademarks in the manner contemplated by this agreement. Nothing in this agreement gives you the right or license to use the SegPay logo or any other SegPay trademarks, trade names, service marks, or logos without SegPays advance written approval.

17.               Termination

17.1            Either party may terminate this agreement at any time and for any reason by notifying the other party in writing. You may also terminate this agreement by discontinuing your use of the Service and the Application. SegPay may top offering or supporting the Service at any time.

17.2            On notice from SegPay that a User or Affiliate of yours is in violation or breach of this agreement, you will promptly terminate that Users or Affiliates use of the Application. If any User, Affiliate, or you, uses the Application in any way that violates any applicable law, ordinance, rule, regulation, or treaty, jeopardizes SegPays network connection, or jeopardizes SegPays business in any way, in each case as determined by SegPay in its sole discretion, SegPay may suspend or terminate your use of the Application.

17.3            On termination of this agreement, you will: (a) discontinue, and will ensure that each User and Affiliate discontinues, all use of the Application; and (b) except as prohibited by applicable law or legal process, return to SegPay or destroy its Confidential Information and all copies of it. SegPay will: (a) except as prohibited by applicable law or legal process, return to you or destroy your Confidential Information and all copies of it; and (b) return to you all content in SegPays possession and all copies of it.

18.               Dispute Resolution

18.1            Litigation Election

Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, (b) an action seeking to enforce or protect intellectual-property rights, or (c) a suite to compel compliance with this dispute resolution procedure.

18.2            Negotiation

Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Service, the Application, or this agreement.

18.3            Mediation

If the parties cannot settle a dispute arising out of or relating to the Service, the Application, or this agreement through negotiation after negotiating for at least 30 days, either party may, by notice to the other party and the American Arbitration Association, demand mediation under the Commercial Mediation Rules of the American Arbitration Association. Mediation will take place in Broward County, Florida. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.

18.4            Arbitration

(a)                Procedure

If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Service, the Application, or this agreement by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. A single arbitrator will preside over the arbitration. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable.

(b)               Location

Unless the parties agree otherwise, the arbitration will take place in Broward County, Florida.

(c)                Fees

Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.

(d)               Award

The award rendered by the arbitrator must include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses, and any judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(e)               Confidentiality

Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under these terms without the advance written consent of both parties.

18.5            Equitable Remedies

The parties acknowledge that breach by either party of the obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, the injury party may promptly seek enforcement of this agreement by means of specific performance, injunction, restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual money damages in connection with the claim.

18.6            Jurisdiction and Venue

(a)                If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the United States District Court for the Southern District of Florida or in any state or local court located in Broward County, Florida, and each party hereby submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding.

(b)               Each party hereby waives any claim that any proceeding brought in accordance with section 18.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.

18.7            Recovery of Expenses

In any proceedings between the parties arising out of or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of section 18.7 , prevailing party means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.

18.8            Jury Trial Waiver

Each party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.

18.9            Class Action Waiver

All claims must be brought in the individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless SegPay agrees otherwise, the arbitrator must not consolidate more than one persons claims.

18.10        Limitation on Time to Bring Claims

A party will not bring a claim arising out of or relating to the Service, the Application, or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.

19.               General

19.1            Entire Agreement

This agreement and the applicable merchant services agreement constitutes the entire agreement between you and SegPay about the Service and the Application. It supersedes all earlier or contemporaneous agreements between you and SegPay about the Service and the Application. A printed version of this agreement will be admissible in any proceedings arising out of (or relating to) this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form.

19.2            Assignment and Delegation

SegPay may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without SegPays advance written consent. Any attempted assignment of rights or delegation of performance in breach of this section 19.2 is void.

19.3            Waivers

The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

19.4            Severability

The parties intend as follows:

(a)                that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;

(b)               that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;

(c)                that if an unenforceable provision is modified or disregarded in accordance with this section 19.4 , then the rest of the agreement will remain in effect as written; and

(d)               that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

19.5            Notices

For a notice or other communication under this agreement to be valid, it must be in writing and delivered by email. A valid notice or other communication under this agreement will be effective when received by the party to which it is addressed. It will be deemed to have been received as follows: (a) when the party to which the email is addressed acknowledges having received that email; and (b) if the party to which it is addressed rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in email address for which no notice was given, then on that rejection, refusal, or inability to deliver. For a notice or other communication to a party under this agreement to be valid, it must be addressed to [email protected] if notifying SegPay or the email address listed in your merchant account if notifying you.

19.6            Governing Law

The laws of the state of Floridawithout giving effect to its conflicts of law principlesgovern all matters arising out of or relating to this agreement, including the validity, interpretation, construction, performance, and enforcement of this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a sale of goods.

19.7            Force Majeure

SegPay is not responsible for any failure to perform if unforeseen circumstances or causes beyond SegPays reasonable control delays or continues to delay SegPays performance, including:

(a)                Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;

(b)               War, riot, arson, embargoes, acts of civil or military authority, or terrorism;

(c)                Fiber cuts;

(d)               Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;

(e)               Failure of the telecommunications or information services infrastructure; and

(f)                 Hacking, SPAM, DDOS attacks, or any failure of a computer, server, network, or software.

19.8            No Third-Party Beneficiaries

This agreement is between SegPay and you, and it does not, and the parties do not intend it to, confer any rights or remedies for the benefit of any third party, whether directly or indirectly (including, if applicable, any User or Affiliate accessing the Application by means of an account established by you).

19.9            Relationship of the Parties

This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.

19.10        Successors and Assigns

This agreement inures to the benefit of, and is binding on, the parties and their respective successors and assigns. This section 19.10 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 19.2 addresses these matters.

19.11        Electronic Signatures

Any affirmation, assent, or agreement you send through the Service or the Application will bind you. You acknowledge that when you click on an I agree, I consent, or other similarly worded button or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

19.12        No Reliance

You acknowledge that in signing this agreement, you do not rely and have not relied on any statement by SegPay or its agents, except those statements contained in this agreement.

19.13        Feedback

SegPay encourages you to give feedback about SegPay, the Service, or the Application. But SegPay will not treat as confidential any suggestion or idea you give, and nothing in this agreement will restrict SegPays right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.

19.14        Usages

In this agreement, the following usages apply:

(a)                Actions permitted under this agreement may be taken at any time and on one or more occasions in the actors sole discretion.

(b)               References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.

(c)                References to numbered sections in this agreement also refer to all included sections. For example, references to section 6 also refer to 6.1, 6.1(a), etc.

(d)               References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.

(e)               A or B means A or B or both. A, B, or C means one or more of A, B, and C. The same construction applies to longer strings.

(f)                 Including means including, but not limited to.