SIONIC MOBILE TERMS OF SERVICE
This "Sionic Mobile Merchant Terms of Service" (the "Terms" as defined further below) sets forth the terms and conditions governing the provision of the Sionic Mobile Services (defined below) to you and your use of such Services. These Terms constitute the agreement between you, the Merchant ("Merchant", "you" or "your"), and Sionic Mobile Corporation ("Sionic Mobile", "Company", "we", "us" or "our").
Consent to Electronic Email, In-App and Text Message Communications.
By entering into these Terms, you agree to electronic delivery via email and confirm your ability to access your Sionic Mobile Merchant Account information either online or via mobile device. You also agree that you will promptly provide Sionic Mobile with an updated email address if it changes. Sionic Mobile and any Sionic Mobile third-party service provider may use the email address that you provide to communicate with you about the Sionic Mobile Services. Sionic Mobile may also use your email to tell you about Sionic Mobile products and services unless you have asked not to receive marketing materials from Sionic Mobile. We may also notify you through in app communications via the Sionic Mobile Merchant mobile application.
Electronic Signature Disclosure and Consent Notice.
You agree to the use of electronic documents and records in connection with your registration for the Sionic Mobile Services and all future documents and records in connection with Sionic Mobile Services, including without limitation, this electronic signature and disclosure notice, and that this use satisfies any requirement that we provide you these documents and their content in writing. If you do not agree, do not accept this Agreement. You may withdraw your consent to receive communications or do business electronically, but we may terminate your use of the Services if you withdraw your consent. Although this consent allows you and us to communicate electronically, we may decide to provide communications to you via paper or to require that certain communications from you be on paper. To change your contact information, you should use the procedures specified in the online or mobile Merchant Account interface. Copies of these Standard Terms are available for download and printing by using current web browser software, and you acknowledge that you can access, receive and retain all other electronic communications from us in the various formats we use, and your access to this page verifies that your system and device meets the above receipt, access, and retention requirements. If you would like paper copies of any electronic communications or documents from us, you may contact us, but we may charge you a fee for such paper copies. Your clicking on the "I accept" button indicates your signature and your acceptance of this disclosure and consent notice.
Unless otherwise agreed in writing with Sionic Mobile, your agreement with us will always include, at a minimum, these Terms as amended by Sionic Mobile ("Standard Terms"). Your agreement with Sionic Mobile may also include the legal notices, terms and conditions that are included in the online management system (the "Additional Terms"). Where Additional Terms apply to the Services, these will be accessible for you to read either within, or through your use of the Services. If there is any conflict between the Additional Terms and the Standard Terms, then the Additional Terms will control in relation to specific Service to which they apply.
The Standard Terms, together with any Additional Terms (collectively, the "Terms"), form a legally binding agreement between you and Sionic Mobile. It is important that you read the Terms carefully. In order to use the Services, you must first accept the Terms through the Electronic Purchase Order process. You may not use the Services if you do not accept the Terms. By clicking to accept as part of the Electronic Purchase Order process you agree to the Terms.
By agreeing to these Terms you represent that (a) you are at least 18 years old, (b) you are currently employed by or are an authorized agent or representative of the Merchant, (c) you have the authority and legal ability to enter into these Terms on behalf of the Merchant, (d) the Merchant agrees to be bound by all of the Terms, (e) the Merchant is duly authorized to do business in the jurisdictions where it operates; and (f) the Merchant’s employees, officers, representatives, and other agents accessing the Services through your username are duly authorized to access the Services and to legally bind Merchant to all Transactions conducted under your username. "Transaction" means any sale or license of any goods or services provided to Users by Merchants that is enabled or facilitated through the Sionic Mobile Services (defined below).
1. THE SERVICES
a) The Sionic Mobile services ("Sionic Mobile Services") allow you to perform one, many or all of the following from consumers of partners’ mobile apps, websites or search results ("Users"): (i) receive prepaid orders for food; (ii) receive payment for fuel or parking; and, (iii) receive hotel room reservations.
b) Charges to Merchant for the Services are: (i) a on-time setup fee in amount agreed to by the Parties (the "Setup Fee"); and, (ii) a percentage of the dollar value of the Transaction or other fixed value in an amount agreed to by the Parties for marketing services (the "Marketing Fee").
c) We are not a bank. We do not offer banking services as defined by the United States Department of Treasury. We also do not offer money service business or money transfer services as defined by the United States Department of Treasury or under any applicable state money transmitter law. You acknowledge and agree that: (i) Transactions processed through the Services are Transactions between the User and you and not with Sionic Mobile; (ii) Sionic Mobile is a third-party service provider facilitating payment processing as agent and on behalf of you and is not a party to any Transaction or payment processed through the Services; and (iii) Sionic Mobile does not control whether a User will and is not responsible if a User does not complete a payment initiated through the Services.
2. Communications and Changes to the Services and these Terms
a) Sionic Mobile is constantly innovating in order to provide the best possible experience for its Merchants and Users. We may apply updates from time to time that are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, and completely new versions. You agree to receive such updates and permit us to deliver these to you as part of your use of the Services.
b) You acknowledge and agree that the form and nature of the Services that we provide may change from time to time without prior notice to you.
c) As part of Sionic Mobile’s continuing innovation, you acknowledge and agree that Sionic Mobile may stop, permanently or temporarily, providing the Services or any features of the Services to you or to Users generally at our sole discretion, without prior notice to you. In such event, Sionic Mobile will comply with Applicable Law and its contractual obligations with respect to settlement of Transactions occurring prior to Sionic Mobile ceasing to provide the Services.
d) Sionic Mobile may make changes to the Standard Terms or Additional Terms from time to time. When these changes are made, we will publish a new or updated version of the Standard Terms on our website and any new Additional Terms will be made available to you from within, or through, the affected Services.
e) You understand and agree that if you use the Services after the date on which the Standard Terms or Additional Terms have been updated that your continued use constitutes acceptance of the updated version of the Standard Terms and/or Additional Terms.
f) You agree that Sionic Mobile may provide you with notices, including those regarding changes to the Terms, by email or regular mail. If you need to contact us, email firstname.lastname@example.org.
3. Third Party Content and Interaction
b) The Services may include or permit you to access information, such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (collectively, the "Content"). You understand that all Content is the sole responsibility of the person from which such Content originated.
c) Sionic Mobile does not endorse companies or products to which it links or who provide Content included in the Services. You acknowledge and agree that Sionic Mobile is not liable for any loss or damage which may be incurred by you as a result of the availability of those external third party sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites, advertisements or third parties.
d) Any Transactions arising out of your use of the Services shall be between you and your Users involved in the Transaction pursuant to the terms and conditions agreed upon by you and the applicable User. You agree to fulfill your obligations with respect to any User. Sionic Mobile is not a party to any Transaction between you and any User. We have no liability for Transactions that you may enter into with any Users, including, without limitation, the conduct and ability of the Users to pay or otherwise regarding the performance of the User. You agree not to bring a claim against Sionic Mobile or name us as a party of any kind in any arbitration or court action instituted between you and any User. If we are named in such an arbitration or court action, you shall cooperate in the removal of Sionic Mobile from such an arbitration or court action, including, without limitation, through petitioning the arbitrator or applicable court. In the event of any dispute arising between you and a User, you hereby release and hold us harmless from any and all claims, actions, proceedings, damages and costs (including without limitation attorneys’ fees) that may arise in connection with any claims, actions, proceedings, losses, liabilities, and damages of any kind (including, without limitation, for actual, special, indirect, exemplary, incidental and consequential damages), known and unknown, disclosed and undisclosed, arising out of or in any way connected with such dispute regardless of whether we were advised of the possibility or likelihood of such losses, damages or costs occurring, and whether such liability is based on contract, tort, warranty, negligence, strict liability, products liability or otherwise. You acknowledge that Georgia law will govern this release, and you further agree to waive, release and relinquish all rights, benefits and protections under the provisions of any state law limiting or prohibiting a general release under Georgia law, or in the event a court does not enforce the applicable section of these terms, under applicable state law, including without limitation California Civil Code § 1542 and any similar statutes.
4. Proprietary Rights
a) You acknowledge and agree that (i) Sionic Mobile (or our licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights; (ii) you may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services; (iii) you may not assign (or grant a sub-license of) your rights to use Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services; and (iv) you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) of Sionic Mobile or of any of our licensors, which may be affixed to or contained within the Services. The Services and all associated materials, content and documentation are protected by copyright, trademark, patent, trade secret, and other proprietary rights and may also have components that protect digital information.
b) If you have been given an explicit right to use any trademarks, logos or brand features of Sionic Mobile ("Company Brand Features") in a separate written agreement with us, then you agree that your use of such Company Brand Features shall be in compliance with that agreement, any applicable provisions of these Terms, and our use guidelines as updated from time to time. These guidelines are available on our website.
c) Except as set forth in the preceding subsection, nothing in the Terms gives you a right to use any of our trade names, trademarks, logos, domain names, and other distinctive brand features. The same applies to any third-party trademarks or logos, as they are the property of the third parties. Unless you have been expressly authorized to do so in writing by Sionic Mobile, you agree that in using the Services, you will not use any trademark, trade name, or logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
5. Limitation on Use of the Services
a) You agree to use the Services only for purposes that are permitted by (i) the Terms, and (ii) any Applicable Law, rule or regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
b) You agree that you will not do any of the following through the Services: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; (ii) publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information; (iii) transmit or upload any viruses, trojan horses, worms, time bombs, cancelbots, spyware, or any other harmful or deleterious programs; (iv) interfere with or disrupt the Services or our software, networks or servers; (v) harvest or otherwise collect information about others, including without limitation email addresses, without proper consent; (vi) use the account, login identification, or password of another party to access the Services; (vii) otherwise attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; (viii) interfere with another’s use or enjoyment of the Services or any other service provided by us; or, (ix) otherwise violate these Terms or the terms of any third party, including without limitation those of any other merchant.
c) Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
d) The Services are operated from third-party facilities in the United States, and we make no representation that the Services are appropriate, available or legal for use in other locations. You access the Services from outside the United States at your own risk. You represent you are not prohibited by the laws of the United States or any other country from using the Services.
6. Privacy and Personal Information
a) Sionic Mobile may at any time, and without liability, terminate or suspend your use of the Services for any reason or no reason, including, without limitation, in any of the following circumstances:
ii) you breach any provision of the Terms or act in manner which clearly shows that you do not intend to, or are unable to comply with, the Terms; or
iii) we are required to do so by law (for example, where the provision of the Services to you is unlawful) or in order to address any fraud or security threats or issues that may affect the Services;
iii) the partner with whom we offered the Services to you (e.g., Waze, Google Business Messaging or other, third-party partners) has terminated its relationship with us or ceased to offer its service to you;
v) we no longer provide the Services to merchants in the country in which you are doing business or from which you use the Services; or,
vi) the provision of the Services to you by us is, in our sole opinion, no longer commercially viable.
b) Upon termination, Sections 2, 3, 4b), 5, 6, and 8 – 14 will survive in accordance with their terms.
a) You shall defend, indemnify and hold harmless Sionic Mobile and its parent, subsidiaries and affiliates, and their officers, directors, employees, licensors, successors and assigns from and against any and all claims, lawsuits, causes of action, damages, costs, liabilities, fines, penalties, expenses and attorney fees that result from or arise out of: (i) your use or misuse of the Services; (ii) your violation of the Terms; (iii) your Transactions with any User or any disputes arising therefrom; or, (iv) your actions or inactions, including without limitation any negligence, willful misconduct or violation of law.
9. Exclusion of Warranties
a) You expressly understand and agree that your use of the Service is at your sole risk and that the Service is provided "as is" and "as available." In particular, Sionic Mobile, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: (i) your use of the Services will meet your requirements; (ii) your use of the Services will be uninterrupted, timely, secure or free from error; (iii) any information obtained by you as a result of your use of the Service will be accurate or reliable; and (iv) defects in the operation or functionality of the Sionic Mobile App provided to either you or Users as part of the Services will be corrected.
b) No advice or information, whether oral or written, obtained by you from SIONIC MOBILE or through or from the Services shall create any warranty not expressly stated in these Terms. Sionic Mobile further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose, non-infringement, system integration, quiet enjoyment, and data accuracy. Certain jurisdictions may not allow exclusions of implied warranties, and you may have additional rights in certain jurisdictions, so the above disclaimers and exclusions do not apply solely to the extent prohibited by the laws of such jurisdictions.
10. Limitation of Liability
You expressly understand and agree that Sionic Mobile, its subsidiaries and affiliates, and its licensors shall not be liable to you for:
i) Any indirect, incidental, special consequential or exemplary damages that may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss; or
ii) Any loss or damage which may be incurred by you as a result of: (1) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser, sponsor or User; (2) any changes which we may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); and, (3) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services.
b) Sionic Mobile’s maximum cumulative liability to you with respect to the Services or these Terms, regardless of the form of action, is limited to the fees paid to us in the one (1) month period immediately before the date you first make claim against us.
c) The limitations on our liability above shall apply whether or not we were advised of or should have been aware of the possibility of any such losses arising and notwithstanding the failure of essential purpose of any limited remedy. The limitations in this Section 10 do not apply if and only to the extent that Applicable Law prevents the application of such limitations.
11. Copyright Policies
a) It is our policy to respect the intellectual property of others. If you believe that Content posted through the Service constitutes copyright infringement, please contact us below and provide the following: (i) an electronic or physical signature of the person authorized to act on the part of the rights holder; (ii) a description of the work that you claim has been infringed; (iii) the location within the Services of the Content that is alleged to infringe; (iv) your name, address, telephone number and email address; (v) a statement containing your good faith belief; and (vi) a statement made under penalty of perjury that the information in your notice is accurate and that you are the owner or authorized to act upon the owner’s behalf. We may forward your notice on to the alleged infringer.
Sionic Mobile Corporation
1230 Peachtree Street NE
Atlanta, GA 30309 USA
b) If Your Materials have been removed or disabled, you may send us a counter notice to the address listed above in accordance with 17 U.S.C. §512(g)(3). We may forward this counter-notice to the person claiming the infringement. We will then take action accordingly.
12. Dispute Resolution and Binding Arbitration
a) You agree that you and Sionic Mobile shall settle all disputes, claims and causes of action related to the Services or these Terms ("Claim") by binding arbitration in Atlanta, Georgia. The American Arbitration Association ("AAA") will conduct the arbitration in accordance with the AAA’s Commercial Arbitration Rules (available at www.adr.org). You agree that the Federal Arbitration Act applies, and all disputes as to the enforceability of this provision will be decided in accordance with that Act. Each party is responsible for its own attorney’s fees and other costs with respect to any arbitration unless an arbitrator awards otherwise. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.
b) You agree that you may only bring a claim in your individual capacity and not as a class member or on behalf of any purported class, representative or private attorney general proceeding. Class actions, class arbitrations, private attorney general proceedings and consolidation with other arbitrations are not permitted, and you hereby waive your right to have any claim decided by any of those methods or to participate in any class action or class arbitration regarding a claim.
c) If any provision of this Section 12 is found to be unenforceable, it will be severed and the other arbitration provisions will be enforced (but in no case will there be class action or class arbitration).
13. Governing Law
The Terms, your relationship with Sionic Mobile under these Terms, and any related disputes are governed by the laws of the State of Georgia without regard to its conflict of laws provisions. If, for whatever reason, any Claim is not resolved pursuant to Section 12, then you and Sionic Mobile agree to submit to the exclusive jurisdiction and venue of the federal or state courts located within Fulton County, Georgia.
You may not assign, novate, delegate or otherwise transfer these Terms or your rights or obligations without our prior written consent. The Terms constitute the entire legal agreement between you and Sionic Mobile regarding the subject matter of these Terms and supersede all prior or contemporaneous agreements, negotiations, representations and proposals with respect to the subject matter of these Terms. No failure or delay by us to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. Our waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. You and Sionic Mobile are independent contractors, and nothing in these Terms constitutes a partnership between the parties or designates one party as the agent of the other. If any provision of these Terms is declared invalid, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of these Terms will continue in full force and effect. If any provision of these Terms requires interpretation, this Agreement is not to be more strictly construed against one party than the other. Merchant’s signature or agreement via electronic process or method shall have the same force and effect as an original signature hereto.
Last updated 04/08/2019
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