Segpay Consumer Terms of Service Agreement

1. Acceptance of Terms of Service

This is an agreement between Toccata, Inc., doing business as Segpay, a Florida corporation, the owner and operator of the website located at https://segpay.com (the “Site“), and you, a user of Segpay’s electronic payment processing services (the “Service“). By using the Service or the Site, you agree to this agreement and the privacy policy located at https://segpay.com/consumer-privacy-policy/ (the “Privacy Policy“). If you choose to not agree to this agreement, you must not use the Service or the Site.

The Service and the Site are offered and available to users who are at least 18-years old and have reached the age of majority where they live. By using the Service or the Site, you state that you are (1)at least 18-years old, (2) have reached the age of majority where you live, and(3) have the legal capacity to agree to this agreement and to perform the acts required of you by this agreement. If you do not meet these requirements, you must not use the Service or access the Site.

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. Use of Site

3.1 License

During this agreement, Segpay hereby grants you a nonexclusive, non-sublicensable, nontransferable license to access the Service and the Site for your personal and noncommercial use in accordance with this agreement.

3.2 Intellectual Property Rights

The Site and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by Segpay, its licensors, or other providers of the material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Segpay reserves all rights not expressly granted in and to the Site. You will not engage in the use, copying, or distribution of any part of the Site or the services other than expressly permitted.

3.3 Trademarks

The Segpay name and logo are Segpay’s trademarks, and must not be copied, imitated, or used, in whole or in part, without Segpay’s advanced written permission. In addition, all page headers, custom graphics, button icons, and scripts are Segpay’s service marks, trademarks, and trade dress, and must not be copied, imitated, or used, in whole or in part, without Segpay’s advanced written permission.

3.4 User Conduct

You will not engage in any of the following prohibited activities:

1. copying, distributing, or disclosing any part of the Site in any medium, including by any automated or non-automated “scraping;”
2. using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Site;
3. transmitting spam, chain letters, or other unsolicited email;
4. use the Site to collect email addresses for sending unsolicited emails;
5. attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
6. taking any action that imposes, or may impose at Segpay’s sole discretion an unreasonable or disproportionately large load on the Site infrastructure;
7. uploading invalid data, viruses, worms, or other software agents through the Site;
8. collecting or harvesting any personally identifiable information, including account names, from the Site;
9. using the Site for any commercial solicitation purposes;
10. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
11. interfering with the proper working of the Site;
12. accessing any content on the Site through any technology or means other than those provided or authorized by the Site;
13. bypassing any security measures Segpay may use to prevent or restrict access to the Site, including features that prevent or restrict use or copying of any content or enforce limitations on use of the service or the content in it;
14. decipher, decompile, disassemble, reverse engineer, or otherwise try to derive any source code or underlying ideas or algorithms of any aspect, feature, or part of the services; or
15. modify, translate, or otherwise create derivative works of any part of the Site or services.

4. Description of the Service

If you are purchasing access to one or more participating client websites (the “Client Websites”) through the Service, Segpay will process your payment and provide you with one username and password to access the applicable Client Websites. If you are purchasing tangible goods from a Client Website, Segpay will process your payment. Segpay is not responsible for the goods ordered from the Client Website. The Client is responsible for shipping all orders and for all customer service for tangible goods and you are notified that any inquiries are to be made directly to the customer service contacts listed on the Client Website. Segpay is not making any warranty for any statements, claims, or descriptions that have been made by the Client concerning the tangible goods. Segpay is not responsible for lost shipments or damaged or defective goods.

5. Billing

SegpayCS.com or SegpayEU.com will appear on your credit card or bank statement for all charges made. If multiple Client Websites are joined using any payment method, your statement will list each individual purchase comprising the transaction. Segpay may include other information on your statement based on credit card association, National Automated Clearinghouse Association (NACHA), and any other mandated rules and regulations. If you elect to use your checking account to purchase access to one or more Client Websites or a tangible good from a Client Website, an ACH debit will be drawn on that account. Your agreement to comply with this agreement is your approval for Segpay to issue an ACH debit to your bank account.

6. Payment / Fee

6.1 A Client Website may have periodic membership fees that are defined by the Client at the time of the initial purchase. You are responsible for these fees in accordance with the terms of that Client Website. Once you can access the Client Website using the username and password assigned to you, the membership fee for that Client Website becomes nonrefundable.

6.2 Pricing for tangible goods will appear on the Client Website associated with the tangible good you are purchasing. Segpay will process a single transaction for the total amount of the shopping cart including any taxes, shipping and handling charges, and any other miscellaneous charges added by the Client. Returns and refunds are governed by the Client’s terms and conditions. Segpay’s responsibility ends with processing the transaction. Any issues involving the tangible good are between you and the Client.

7. Automatic Recurring Billing (If Selected by You on the Signup Page)

As determined by the Client, membership fees may be automatically renewed at the end of the original term selected, for a similar period, unless notice is received from you no later than seven days before renewal. All special introductory or trial offer memberships will be exempt from the seven-day notice requirement, but you must notify Segpay directly 24 hours before the end of the special introductory or trial offer period to cancel automatic renewal. All special introductory or trial offer memberships will renew at the stated membership rate. Until this agreement is cancelled, you hereby authorize Segpay to charge your chosen payment method to pay for the ongoing cost of membership. You hereby authorize Segpay to charge your chosen payment method for all additional purchases of services and entertainment provided by the Client Website.

8. Electronic Receipt

You will receive an email receipt to the email address provided at signup or purchase. You may, at any time, request a copy of the account of charges made for the life of your membership to the applicable Client Website. You must make this request directly to Segpay. You may contact Segpay using one of methods identified at https://segpay.com/contact-us/.

9. Cancellation

9.1 At any time, and without cause, access to the Client Website may be terminated by Segpay, the Client, or you on notice by email, mail, telephone, or fax. You may also cancel your membership online here. Segpay will send confirmation of cancellation to the email address used at the time of signup. If you do not receive a confirmation email, please contact Segpay to verify cancellation and your contact information. When you request the termination, membership fees are not refunded. You are liable for charges incurred by you until termination of service.

9.2 If you request cancellation or request a refund from Segpay, your bank, or your card issuer due to unauthorized or fraudulent use, Segpay may block your information from use on all clients” websites to prevent further unauthorized use. But this will not prevent unauthorized use at non-Segpay clients” websites, and is not a substitute for your contacting others to prevent further misuse.

9.3 If you are taking advantage of a “Free” trial period through a credit card, please be aware of the following: Segpay will request and your bank will promptly put a “Reserved Funds” hold on your credit card for the amount of the membership plan you have selected. If the free trial is cancelled within the timeframe allowed by the Client Website, it may take the banking system seven to ten days to remove the credit card hold from these funds. Please understand that Segpay cannot remove this hold. During the trial period and for a minimum of seven to ten days after you cancel, these funds are considered out of your bank even though technically they are still there, and you could overdraw or exceed the limits of your account. You are responsible for any charges imposed by your credit card issuing bank for exceeding your account limits or overdrawing your account.

9.4 If you are purchasing tangible goods, please be aware that Segpay will charge your account immediately for the transaction even though the goods have not been shipped by the Client. The Client will notify you when the goods you have purchased have been shipped and you will receive an email from the Client with the carrier’s tracking number.

10. Refunds

If you cancel your membership, your membership fees are not refundable. If Segpay issues a refund, all refunds will be credited solely to the payment method used in the original transaction. Segpay will not issue refunds by cash, check, or to another credit card or payment mechanism. Requests for refunds for or returns of tangible goods are to be directed directly to the Client. Segpay does not keep records of the sale other than the information necessary to process the transaction.

11. Currency Fluctuations

Segpay processes credit card transactions in U.S. Dollars, Euros, and British Pounds. The currency that your card will be authorized in will be clearly identified on the Segpay pay page. If you are using a card that is issued outside of these currencies, you might be subject to additional fees from your issuing bank. Segpay is not liable to you for any additional fees imposed by your issuing bank.

12. Authorization of Use

12.1 If you purchase access to one or more Client Websites, you are hereby granted a license to use the issued username and password to access the service or material located at the applicable Client Websites. This license is granted for sole use to you only. All memberships are provided for personal use and will not be used for any commercial purposes or by any commercial entities. Commercial use of either a Client Website or any material found within a Client Website is prohibited unless authorized by the Client Website. You will not transfer any material within the Client Website to any other person or entity, whether commercial or noncommercial. In addition, you will not modify or alter any materials. Materials will not be displayed publicly, or used for any rental, sale, or display. You will not remove or tamper with any proprietary notices or labels, including copyright, patent, service mark, or trademark contents on the materials. The restrictions on use identified in this section will apply to all copyrights, trademarks, or other proprietary and intellectual property interests held by the Client Website.

12.2 Segpay or the Client may terminate any issued username and password at any time if you breach this agreement. If you breach this agreement, you will promptly destroy any information or material printed, downloaded, or otherwise copied from the applicable Client Websites.

13. Transfer of Membership

Access to the Client Website is through a combination of a username and a password. You will not give your username and password to any other person, and you will keep your username and password confidential. Unless required by law or a court order, Segpay will not release passwords for any reason to anyone other than the applicable member. Unauthorized access to the Client Website is a breach of this agreement and a violation of law. You acknowledge that the Client may track with special software entry to the Client Website. If any breach of security, theft or loss of a username or password, or unauthorized disclosure of a username and password occurs, you will promptly notify Segpay and the Client Website of the security breach. You will remain liable for unauthorized use of service until Segpay or the Client Website is notified of the security breach in writing or by email.

14. Sanction and Approval of Adult Material

Certain Client Websites may be providing material or images intended for an age restricted audience. Access to these Client Websites is intended solely for people who are of legal age in the jurisdiction where any Client Website is being viewed and are at least 18-years old in the United States (or at least 21-years old in Alabama, Mississippi, Nebraska, and Wyoming), who wish to access visual images, audio sounds, and verbal descriptions of a sexually oriented and erotic nature. By purchasing access, you are stating the following:

15. Additional Terms

A Client Website may have additional terms that are an integral part of the Client’s offering to you, and are in addition to this agreement. Those terms will not invalidate any part of this agreement. This agreement applies to Segpay, the Client Website, and you.

16. Links

The Service or the Site may contain links to third-party websites or resources. You acknowledge that Segpay is not responsible or liable for: (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by Segpay of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

17. Third-Party Content

Through the Service or the Site, you may have the ability to access or use content provided by third parties. Segpay cannot guarantee that this third-party content will be free of material you may find objectionable or otherwise. Segpay will not be liable for your access or use of any third-party content.

18. Privacy

For information about how Segpay collects, uses, and shares your information, please review the Privacy Policy. You acknowledge that by using the Site you consent to the collection, use, and sharing (as set out in the Privacy Policy) of this information, including the transfer of this information to other countries for storage, processing, and use by Segpay.

19. Copyright Policy

19.1 Segpay respects the intellectual property rights of others and expects users of the service to do the same. Segpay will respond to notices of alleged copyright infringement that comply with law and are properly provided to Segpay. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide Segpay’s copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA):

1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
2. identification of the copyrighted work claimed to have been infringed;
3. 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 Segpay to locate the material;
4. your contact information, including your address, telephone number, and an email address;
5. a statement by you that you have 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
6. a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

19.2 It is Segpay’s policy to terminate the accounts of repeat infringers.

20. Changes to the Site; Availability

20.1 Although Segpay may update the content on the Site on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and Segpay is not required to update that material. If you believe you have found errors or omissions on the Site, you can bring them to Segpay’s attention by emailing Segpay at [email protected].

20.2 While Segpay will try to make sure that the Site is always available, Segpay does not guarantee continuous, uninterrupted, or secure access to the Site or the service. Many factors or circumstances outside of Segpay’s control may interfere with or adversely affect its operation of the Site.

21. Reliance on Information Posted

21.1 Segpay makes the information presented on or through the Site available for general information purposes only. Segpay is not making any warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. Segpay will not be liable for any reliance placed on these materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

21.2 The Site may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by Segpay, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect Segpay’s opinion. Segpay will not be liable to you or any other person for the content or accuracy of any materials provided by any other person or entity.

22. Compliance with Law

Segpay is headquartered in the state of Florida, United States of America. Segpay is not making any statement that the Service, the Site, or any content is accessible or appropriate outside of the United States. Access to the Service or the Site might not be legal by certain persons or in certain countries. If you access the Service or the Site from outside the United States, you do so on your own initiative and are responsible for complying with all local laws.

23. Disclaimer of Warranties

23.1 You acknowledge that Segpay cannot and does not state that files or links available for downloading from the Internet, the Site, or Client Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Site or the Client Websites for any reconstruction of any lost data. Segpay will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Service, the Site, or any Client Website or items obtained through them or to your downloading of any material posted on them, or on any website linked to them.

23.2 Your use of the Service, the Site, the Client Websites, their content, and any services or items obtained through them is at your own risk. Segpay provides the Service, the Site, its content, and any services or items obtained through the Site “as is,” “with all faults,” and “as available,” without making any warranty, either express or implied. Segpay is not making any warranty (1) that the Service, the Site, the Client Websites, their content, or any services or items obtained through them will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Site, the Client Websites, or the server that makes them available are free of viruses or other harmful components; or (4) that the Service, the Site, the Client Websites, or any services or items obtained through them will otherwise meet your needs or expectations.

23.3 Segpay is not making any warranty, whether express, implied, statutory, or otherwise, including any warranty of merchantability, title, noninfringement, privacy, security, and fitness for a particular purpose.

24. Limit on Liability; Release

24.1 Segpay will not be liable to you for any of the following:

1. errors, mistakes, or inaccuracies of content on the Site or the Client Websites;
2. Property damage resulting from your access to and use of the Site or the Client Websites;
3. Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
4. Unauthorized access to or use of Segpay’s servers and any personal or financial information stored in them, including unauthorized access or changes to your account, transmissions, or data;
5. Interruption or cessation of transmission to or from the Site or the Client Websites;
6. Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Site or the Client Websites by any person or that might infect your computer or affect your access to or use of the Service, the Site, the Client Websites, or your other services, hardware, or software;
7. Incompatibility between the Site or the Client Websites and your other services, hardware, or software;
8. Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Site or the Client Websites; or
9. Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Site or the Client Websites.

24.2 You hereby release Segpay from all liability arising out of the conduct of clients or other persons, including disputes between you and one or more clients or other persons.

25. Exclusion of Damages; Exclusive Remedy

25.1 Unless caused by Segpay’s gross negligence or its intentional misconduct, Segpay will not be liable to you for any direct, indirect, special (including consequential damages), statutory, punitive, or exemplary damages arising out of your access or your inability to access the Service, the Site, or the Client Websites. This exclusion applies regardless of theory of liability and even if you told Segpay about the possibility of these damages or Segpay knew or should have known about the possibility of these damages.

25.2 Segpay also will not be liable to you for any damages for any of the following: (a) loss of revenue; (b) loss of profits; (c) loss of goodwill; (d) loss of business or anticipated savings; (e) loss of use; (f) loss of services; (g) loss of data; (h) loss of privacy; (i) cost of procurement of substitute services; (j) computer failure related to your access of or your inability to access the Service, the Site, or the Client Websites; or (k) reliance on any information obtained from the Service, the Site, or the Client Websites. This exclusion applies regardless of theory of liability and even if you told Segpay about the possibility of these damages or Segpay knew or should have known about the possibility of these damages.

25.3 If you are dissatisfied with the Service, the Site, the Client Websites, or have any other complaint, your exclusive remedy is to stop using the Service, the Site, and the Client Websites. Segpay’s maximum liability to you for any claim will not exceed $50.

26. Scope of Disclaimers, Exclusions, and Limits

The disclaimers, exclusions, and limits stated in sections 23, 24, and 25 apply to the greatest extent allowed by law, but no more. Segpay does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits might not apply to you.

27. Indemnification

27.1 In General

You will pay Segpay for any loss of Segpay’s that is caused by any of the following: (a) your access of the Service, the Site, or the Client Websites; (b) your conduct on the Site or the Client Websites; (c) your use of the Service; (d) your breach of this agreement; (e) your violation of rights of another person, including intellectual property and privacy rights; (f) your violation of law; (g) your tortious conduct; or (h) your criminal conduct. But you are not required to pay if the loss was caused by Segpay’s intentional misconduct.

27.2 Definitions

1. 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.
2. 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.

27.3 Segpay’s Duty to Notify You

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 Segpay’s failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to mitigate losses.

27.4 Legal Defense of a Claim

Segpay has control over defending a claim for a loss (including settling it), unless Segpay directs you to control the defense. If Segpay directs you to control the defense, you will not settle any litigation without Segpay’s written consent if the settlement (1) imposes a penalty or limitation on Segpay, (2) admits Segpay’s fault, or (3) does not fully release Segpay from liability. You and Segpay will cooperate with each other in good faith on a claim.

27.5 No Exclusivity

Segpay’s rights under this section 27 do not affect other rights Segpay might have.

28. Dispute Resolution

28.1 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.

28.2 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, Site, the Client Websites, or this agreement.

28.3 Mediation

If the parties cannot settle a dispute arising out of or relating to the Service, the Site, the Client Websites, or this agreement through negotiation after negotiating for at least 30 days, either party may, by notice to the other party and the International Institute of Conflict Prevention & Resolution (“CPR“), demand mediation under the Mediation Procedure of CPR. 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.

28.4 Arbitration

1. Procedure
   If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Site or this agreement by binding arbitration administered by CPR in accordance with its Rules for Administered Arbitration. 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.
2. Location
   Unless the parties agree otherwise, the arbitration will take place in Broward County, Florida.
3. Fees
   Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
4. 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.
5. 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.

28.5 Injunctive Relief

You acknowledge that breach by you of your obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. If any breach occurs or is threatened, Segpay may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security.

28.6 Jurisdiction and Venue

1. 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.
2. Each party hereby waives any claim that any proceeding brought in accordance with section 28.6(a) has been brought in an inconvenient forum or that the venue of that proceeding is improper.

28.7 Recovery of Expenses

1. 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.
2. For purposes of section 28.7(a), “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.

28.8 Jury Trial Waiver

Both parties hereby waive the right to a trial by jury for any dispute arising out of or relating to the Service, Site, the Client Websites, or this agreement. Either party may enforce this waiver up to and including the first day of trial.

28.9 Class Action Waiver

All claims must be brought in the parties” 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 person’s claims.

28.10 Limitation on Time to Bring Claims

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

29. General

29.1 Entire Agreement

This agreement constitutes the entire agreement between you and Segpay about your access to the Service, the Site, and the Client Websites. It supersedes all earlier or contemporaneous agreements between you and Segpay about access to the Service, the Site, and the Client Websites. 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.

29.2 Copy of this Agreement

You may “and Segpay recommends that you” print this agreement on your printer or save it to your computer. If you have trouble printing a copy, please contact Segpay at [email protected] and Segpay will email you a copy.

29.3 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 Segpay’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this provision is void.

29.4 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.

29.5 Severability

The parties intend as follows:

1. 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;
2. 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;
3. that if an unenforceable provision is modified or disregarded in accordance with this section 29.5, then the rest of the agreement will remain in effect as written; and
4. that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

29.6 Notices

All questions, complaints, or notices regarding a Client Website must be directed to Segpay. All cancellations of membership to a Client Website must also be directed to Segpay. All questions, complaints, or notices regarding a tangible good must be directed to the Client.

1. Sending Notice to Segpay
   You may send notice to Segpay by email at [email protected] or through the Site’s contact form unless a specific email address is set out for giving notice. Segpay will consider an email notice received by it only when its server sends a return message to you acknowledging receipt. Segpay may change its contact information on one or more occasions by posting the change on the Site. Please check the Site for the most current information for sending notice to Segpay.
2. Sending Notice to You Electronic Notice
   You consent to receiving any notice from Segpay in electronic form either (1) by email to the last known email address Segpay has for you or (2) by posting the notice on a place on the Site chosen for this purpose. Segpay will consider notices sent to you by email received when Segpay’s email service shows transmission to your email address. You state that any email address you gave Segpay for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.

29.7 Governing Law

The laws of the state of Florida”without giving effect to its conflicts of law principles” govern all matters arising out of or relating to this agreement, the Service, the Site, or the Client Websites, 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.”

29.8 Force Majeure

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

1. Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
2. War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
3. Fiber cuts;
4. Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
5. Failure of the telecommunications or information services infrastructure; and
6. Hacking, SPAM, or any failure of a computer, server, network, or software.

29.9 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 nonparty.

29.10 Successors and Assigns

This agreement inures to the benefit of, and is binding on, the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 29.3 addresses these matters.

29.11 Permission to Send Emails to You

You grant Segpay permission to email you notices, advertisements, and other communications to you, including emails, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity unsuitable for minors. Your permission will continue until you ask Segpay to remove you from its email list. For more information, please see the Privacy Policy.

29.12 Electronic Communications Not Private

Segpay does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to Segpay or from Segpay as open communications readily accessible to the public. You should not use the Site to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Site or the Client Websites may read all messages you send to the Site regardless of whether they are intended recipients.

29.13 Electronic Signatures

Any affirmation, assent, or agreement you send through the Service, the Site, or the Client Website 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.

29.14 Consumer Rights Information California Residents Only

This section applies only to California residents.

In compliance with section 1789 of the California Civil Code, please note the following:

Toccata, Inc.
220 Hillsboro
Technology Drive, Suite 130
Deerfield Beach, Florida 33441 USA
+1-866-450-4000
[email protected]

Segregated Payments Limited
Room 21, Great North Business Centre
82 Great North Road
Hatfield, England, AL9 5BL
+1-954-688-3462
[email protected]

Segregated Payments (Ireland) Limited
Suite 207 The Victorians, 15 – 17 Earlsfort Terrace
St. Kevin’s, Dublin 2, DUBLIN, D02 YX28, Ireland
+353-1-513-3337
[email protected]

29.15 Complaints’ California Residents

You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at:

1020 North Street, #501
Sacramento, California 95814
(916) 445-1254

29.16 Survival of Provisions

This agreement’s provisions that by their nature should survive termination will survive termination, including ownership provisions, disclaimers, and limitations of liability.

29.17 Feedback

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

29.18 Contact Information

If you have any questions about this agreement, the Site, or the Service, you can contact Segpay online at https://segpay.com/contact-us/ or by email at [email protected].

29.19 Usages

In this agreement, the following usages apply:

1. Actions permitted under this agreement may be taken at any time and on one or more occasions in the actor’s sole discretion.
2. 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.
3. 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.
4. 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.
5. “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.
6. “Including” means “including, but not limited to.”