Yepzy General SaaS Terms and Conditions
Last Updated: January 10th 2024
These General SaaS Terms and Conditions (“General Terms”) apply to each Software as a Service Agreement (“SaaS Agreement”) between Yepzy Inc., a Delaware corporation (“Yepzy”) and the party who is authorized to use the Platform (as defined below) pursuant to such a SaaS Agreement (the “Client”). The General Terms also apply to any party who is an End User pursuant to a SaaS Agreement. Clients, End Users are referred to herein collectively as “Users” and each individually as a “User.” The words “you” and “your” in these General Terms refer to the applicable Use
1. Introductory Matters. These General Terms specify the terms and warranty limitations between each User and Yepzy for the Yepzy software to be used by each User for purposes of sending and, if applicable, receiving funds via electronic funds transfer (the “Software”) and related services (the Software and the related services are collectively referred to herein as the “Platform”). Each User has a right to use the Platform pursuant to an applicable SaaS Agreement, these General Terms and an applicable Yepzy Consumer Deposit Account Agreement. The Platform is not licensed or sold to you. If you are a Client, you should carefully read all the terms and conditions of your applicable SaaS Agreement, these General Terms and your applicable Yepzy Consumer Deposit Account Agreement before accessing or using the Platform. If you are User that is not a Client, you should carefully read all of these General Terms and your applicable Yepzy Consumer Deposit Account Agreement before accessing or using the Platform. Unless you have entered into a separate written and signed agreement with Yepzy providing otherwise, use of the Platform indicates your agreement to be bound by all the terms and conditions of these General Terms. If you do not agree to these terms, promptly cease using the Platform and delete or otherwise destroy any related documentation in your possession. Yepzy’s willingness to provide you access to the Platform is expressly conditioned on your acceptance of all of the terms in these General Terms. Yepzy may, at any time and from time to time, update these General Terms. Yepzy will give you written notice (via email or another form of written notice) of any updates to these General Terms. You will be bound by any such updated version of these General Terms if you continue to access and use the Platform after receiving notice of any such updated version.
UPON ACCESSING OR IN ANY WAY USING ANY VERSION OF THE SOFTWARE OR THE PLATFORM, YOU ARE REAFFIRMING THAT YOU AGREE TO BE BOUND BY THE THEN CURRENT VERSION OF THESE GENERAL TERMS.
2. Access and Use. You will have a non-exclusive and non-assignable right to access and use the Platform (as further specified below) provided that you comply with all terms and conditions of the applicable SaaS Agreement (if you are a Client), these General Terms and the applicable Yepzy Consumer Deposit Account Agreement. You may access and use a non-downloadable version of the Software via either: (i) a unique user identification number provided to you pursuant to a SaaS Agreement between you and Yepzy (a “User ID”) if you are a Client; or (ii) a unique access identification number (an “Access ID”) provided to you by or at the request of (or authorization by or through) another party (a “Master Client”) that has a valid User ID pursuant to SaaS Agreement between it and Yepzy. The Software and the Platform are protected by the copyright laws of the United States and international treaty provisions. There are severe penalties, both civil and criminal, for copyright infringement. You may not download, copy or reproduce all or any portion of the Software or the Platform. The usage fees for accessing and using the Platform are as specified in the SaaS Agreement (or a separate agreement) between Yepzy and the Master Client pursuant to which you have been provided access to the Software.
3. Ownership and Limitations. All rights to the Software and the Platform not expressly granted under a SaaS Agreement, these General Terms or an Yepzy Consumer Deposit Account Agreement are reserved to Yepzy, including all patent, copyright, trade secret, trademark and other proprietary rights therein. This Agreement does not authorize you to use Yepzy’s name or any of its trademarks (which include, but are not limited to, Yepzy, Yepzy Global Cash and Yepzy’s logo).
4. Term and Termination. Your right to use the Platform and your other rights pursuant to a SaaS Agreement and Yepzy Consumer Deposit Account Agreement will continue until the applicable SaaS Agreement is terminated or you otherwise no longer have a right to use the Platform pursuant to a SaaS Agreement. Yepzy may immediately terminate your rights to use the Platform if you fail to comply with any of the terms of an applicable SaaS Agreement, these General Terms or an applicable Yepzy Consumer Deposit Account Agreement and you do not cure such breach within ten (10) days after Yepzy gives you written notice of such breach (and you are afforded such cure period only if such breach is curable and you have not received written notice of any other breach by you within the preceding 365 days) or if a Master Client fails to comply with any of the terms of a SaaS Agreement pursuant to which you have been provided an Access ID and such Master Client does not cure such breach within any applicable cure period within its SaaS Agreement with Yepzy. Additionally, your right to use the Platform will terminate immediately upon the termination of the SaaS Agreement pursuant to which you have been provided either a User ID or an Access ID. Upon the termination of your right to use the Platform for any reason, you must immediately cease using the Platform and related documentation and promptly return to Yepzy or destroy all copies of any related documentation.
5. Data Storage and Access; Payments. The Platform includes software enabling you to: (i) access, store, share, use and transmit data (such data is referred to herein as the “Data”) and, if desired, to order and obtain copies of documents; and (ii) send and, if applicable, receive funds via electronic funds transfers. Yepzy will store the Data on servers maintained by Yepzy (or any third party selected by Yepzy) and provide you with electronic access to the Data via a password protected web site. You agree to not: (i) retain, access, transmit or in any way use any Data regarding any third party without first obtaining the written consent of such third party authorizing you to retain, access, transmit and use Data regarding such third party (unless such transmission, access, transmission or use of Data regarding a third party is allowed pursuant to an applicable law, rule or regulation without obtaining the written consent of such third party); (ii) violate any applicable law, rule or regulation regarding accessing, storing, sharing, using or transmitting any Data; or (iii) use the Platform to send or receive any funds in violation of any applicable law, rule or regulation. You are solely responsible for paying: (i) any fees that may be owed by you to any third party in connection with you using the Platform to send or receive any funds or access, store, share, use or transmit any Data; and (ii) any taxes, tariffs, duties or levies that may be owed by you to any government authority or government agency in connection with you using the Platform to send or receive any funds or access, store, share, use or transmit any Data. Yepzy will use commercially reasonable efforts to: (i) store Data for the duration of your right to use the Platform pursuant to a SaaS Agreement and an Yepzy Consumer Deposit Account Agreement; and (ii) provide you electronic access to the Data during that time period. Yepzy will have no liability for any Data that is deleted at any time by any party.
6. Indemnification. You will indemnify, hold harmless and defend Yepzy against any and all direct losses, liabilities, damages and expense (including direct losses suffered by Yepzy, and all reasonable attorney’s fees, whether or not legal proceedings are commenced) arising from any claim that your retention, access, transmittal, use or dissemination of any of the Data or sending or receiving any funds (i) violates any privacy rights of, or confidentiality obligations owed to, any of your customers, employees or any other third party, (ii) violates any law, rule or regulation or any way constitutes unlawful or unfair competition, (iii) violates these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement or (iv) gives rise to any other claim or right to legal or equitable relief.
7. Password and Username. You will select your own user name(s) and password(s) to be used in using the Platform, sending or receiving any funds and accessing any Data. You will safeguard the confidentiality of such user name(s) and passwords(s) and Yepzy will not be liable for any unauthorized access to or use of any Data or any unauthorized sending or receiving of any funds that may be caused by another person obtaining your user name(s) and password(s).
8. Privacy Policy. In the course of using the Platform, statistical and other information is transmitted to Yepzy by electronic media. This information includes, but is not limited to, transaction data, data regarding parties using the Platform and computers or other devices accessing the Platform, and your User ID and/or Access ID (as applicable). Yepzy may use this information in order to provide support. Notwithstanding any other provision of these General Terms, any applicable Yepzy Consumer Deposit Account Agreement or any applicable SaaS Agreement, Yepzy may retain, use and disclose this information (other than any “personally identifiable information” as that term is defined in OMB Memorandum M-07-1616). Additionally, any documents or information transmitted to Yepzy by you or a Master Client may, at the request of you or such Master Client, be transmitted or otherwise disclosed by Yepzy to one or more third parties. Upon accessing or using any version of the Platform, you are reaffirming that you agree to any sharing or transmission of documents or information pursuant to this Section 8. You agree, to the fullest extent permitted by law, to release, hold harmless and indemnify Yepzy from and against all claims, liabilities, losses, damages, and costs, including but not limited to attorneys' fees, arising out of, or in any way connected with, the use, reuse, modifications, or misinterpretation of such information. For further information refer to Yepzy's privacy policy at https://yepzy.com/privacy-policy. Please be aware that if you provide any third party with access to your data or computer systems, such third parties may be able to access data that uniquely identifies you.
8. Confidentiality. Each party acknowledges that it or its officers, directors, shareholders, employees and agents may, in the course of using the Platform, be exposed to or acquire information which is proprietary to or confidential to the other, its affiliated companies or third parties to whom such party has a duty of confidentiality. For purposes of these General Terms, “Confidential Information” shall include, without limitation, any information obtained by Yepzy or a User (or to which any of them has access) in connection with any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement that relates to the party disclosing such Confidential Information (the “Disclosing Party”) and its past, present or future: (a) business activities, products, and/or developments; (b) employees, customers, counterparties, third party suppliers and/or contractors; (c) intellectual property; (d) data made available to or by a User in connection with a User using the Platform (including, but not limited to, financial records); (e) agreements, including without limitation, any applicable SaaS Agreement, and any records maintained thereunder; (f) information relating to plans, pricing, methods, methodologies, processes, financial data, lists, apparatus, statistics, programs, research, development, systems, source code, and/or information technology; and/or (g) any other information that, given its nature, would reasonably be intended to be confidential. Each party agrees to hold such Confidential Information in strict confidence and not to disclose to any person, firm or enterprise, or use any of the Disclosing Party’s Confidential Information. Each party will treat the Disclosing Party’s Confidential Information with the same degree of care that it treats its own confidential or proprietary information, but in no event using less than a reasonable standard of care. Each party may disclose the Disclosing Party’s Confidential Information to its employees and contractors, who are bound by confidentiality obligations with respect to such Confidential Information that are no less restrictive than those set forth in this Section 9, and solely to the extent necessary or appropriate for it to perform its obligations under an applicable SaaS Agreement. Each party may disclose the Disclosing Party’s Confidential Information if required to do so under applicable law or if otherwise legally compelled to so disclose, provided that it, where reasonably practical and to the extent legally permissible, provides the Disclosing Party with prior written notice of the required disclosure so the Disclosing Party may seek a protective order or other appropriate remedy, and provided further that such party discloses no more of the Disclosing Party’s Confidential Information than reasonably necessary to respond to the required disclosure and cooperates, at the Disclosing Party’s cost and expense, with any action the Disclosing Party takes to seek a protective order or other appropriate remedy. Confidential Information shall not include information which the non-disclosing party can show by objective or verifiable evidence is: (a) in or becomes part of the public domain (or otherwise available to the public) other than by disclosure by a party in violation of these General Terms; (b) demonstrably known to such party previously; (c) independently developed by such party without the use of any of the Disclosing Party’s Confidential Information; or (d) rightfully obtained by such party from one or more third parties. Yepzy and you understand and agree that, in the event of a breach of this paragraph, damages may not be an adequate remedy and each party shall be entitled to seek (in addition to any remedies permitted under the SaaS Agreement) injunctive relief to restrain any such breach, threatened or actual. Nothing contained within these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement shall prevent either party from responding to a valid subpoena, discovery request, or other compulsory legal process; provided, however, that not less than fourteen (14) calendar days prior to a party’s compliance with said legal process, the party that intends to comply with such process must (if not prohibited from doing so by any applicable law, rule, regulation or government or court order): (i) notify the other party of the subpoena, discovery request, or other compulsory legal process and the identity, address, and telephone number of the attorney or entity imposing said process; (ii) provide the other party with a copy of the subpoena, discovery request, or other compulsory legal process; and (iii) take no action to resist, oppose, obstruct, delay, or otherwise interfere any effort by the other party to seek a protective order, limitation order, stipulation, or similar compulsory or voluntary arrangement to protect the confidentiality of the information thus requested.
11. No Reverse Engineering. You agree to not: (i) reverse engineer, decompile, or disassemble all or any portion of the computer software related to the Platform, nor attempt in any other manner to obtain the source code for any such software; (ii) remove any proprietary notices, marks, labels, or logos from any such software or any related documentation; (iii) utilize any computer software or hardware which is designed to defeat any copy protection device, should the any product containing any such software be equipped with such a protection device; or (iv) commit any trademark, copyright or trade dress infringement or violate any other applicable laws regarding intellectual property protection or unfair competition by copying, emulating or otherwise reproducing any aspects of such software or its user interface. You also agree that such software and its related documentation constitute proprietary information of Yepzy and that they contain confidential information belonging to Yepzy.
12. Irreparable Harm. You and Yepzy agree that a breach of any provision in these General Terms or in an applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement by you or Yepzy may result in serious and irreparable injury to the other party. You and Yepzy agree that among other remedies you and Yepzy may each pursue upon the occurrence of any breach or threatened breach of these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement by the other party, you or Yepzy (as applicable) may seek and obtain, when appropriate, injunctive relief to prevent any such breach or further breach or to restrain the other party from transmitting, recording, exploiting, replicating, or otherwise utilizing the Platform or any information in any manner not expressly permitted by the pursuant to these General Terms or an applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement. Nothing contained in this Section 12 shall limit or waive your or Yepzy’s right to seek damages for a breach of these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement.
13. Information Not Warranted. All information provided by any person or entity other than Yepzy is not warranted by Yepzy to be accurate or complete. Such information is provided “as is” to you, and Yepzy makes no representation or guarantee regarding its accuracy or completeness.
14. Limited Warranty and Remedies. Yepzy warrants that the Platform (including the Software) will perform substantially in accordance with the materials accompanying the Platform for a period of ninety (90) days from the date of the applicable Master Client’s first use of it (this warranty is referred to herein as the “Limited Warranty” and applies to each new version of the Software that may be released by Yepzy and rightfully accessed and used by the applicable Master Client in connection with using the Platform). If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE NINETY (90) DAY PERIOD OF THIS LIMITED WARRANTY. AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Software that are not labeled (or otherwise identified in writing by Yepzy) as a new “version” of the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
Your exclusive remedy for any breach of the Limited Warranty is as set forth below. Except for any refund elected by Yepzy, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING, BUT NOT LIMITED, TO CONSEQUENTIAL DAMAGES, if the Platform does not meet the Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails its essential purpose. The terms of Section 16 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into the Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. The Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction. Yepzy’s and its suppliers’ entire liability and your exclusive remedy shall be to, at Yepzy’s option from time to time exercised subject to applicable law, (i) replace defective media or documentation, as the case may be, (ii) use reasonable efforts to correct significant defects in the Software without charge, or (iii) refund any usage fees paid by you to Yepzy for your use of the applicable copy of the Software during the 90 day period prior to when you notified Yepzy in writing of the defect(s) and terminate all rights granted to you for such copy. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. This Limited Warranty is void if failure of the Platform has resulted from accident, abuse, misapplication, abnormal use or a virus. To exercise your remedy, contact: Yepzy at 57 Union St., S PMB 1234, Concord, North Carolina 28025 Attn: Warranty Support or by email to WeCare@yepzy.com.
15. Disclaimer of Warranties. The above Limited Warranty is the only express warranty made to you regarding the Platform (including the Software) and is provided in lieu of any other express warranties (if any) created by any documentation, packaging or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Yepzy and its suppliers provide the Platform (including the Software) and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Platform (including the Software), and the provision of or failure to provide support or other services, information, software, and related content through the Platform or otherwise arising out of the use of the Platform. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PLATFORM (INCLUDING THE SOFTWARE) AND THERE IS NO WARRANTY THAT THE PLATFORM WILL COMPLY WITH ALL REGULATORY REQUIREMENTS APPLICABLE TO YOU OR OPERATE PRECISELY AS DESCRIBED IN ANY DEMONSTRATIONS, REVIEWS OR ANY ACCOMPANYING DOCUMENTATION. By way of example, without limitation, Yepzy provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by you. Because programs such as the Software are inherently complex, Yepzy does not warrant that the Software is error-free or will operate without interruption. Furthermore, Yepzy does not warrant that the Software will work with any given database, network or network application. You acknowledge that due to the complexity of the Software, it is possible that use of the Software could lead to the unintentional loss or corruption of data or the failure to receive any notices (if any) that are generated or supposed to be generated by the Software. You assume all risks of such data loss or corruption and all risks related to any missed notifications. The Limited Warranty provided in this Agreement does not cover any damages or losses resulting from any data loss or corruption or any failure to receive any notices that are generated or supposed to be generated by the Software.16. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL YEPZY OR ANY OF ITS SUPPLIERS OR VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY OR DATA, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PLATFORM (INCLUDING THE SOFTWARE), THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE PLATFORM OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM (INCLUDING THE SOFTWARE), OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE GENERAL TERMS OR ANY SAAS AGREEMENT OR YEPZY CONSUMER DEPOSIT ACCOUNT AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF YEPZY OR ANY SUPPLIER OR VENDOR, AND EVEN IF YEPZY OR ANY SUPPLIER OR VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Limitation of Liability. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Yepzy and any of its suppliers or vendors under any provision of these General Terms or any SaaS Agreement or Yepzy Consumer Deposit Account Agreement and your exclusive remedy for all of the foregoing (except for any remedy of repair, replacement or termination and refund elected by Yepzy pursuant to Section 14 of these General Terms with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount of usage fees actually paid by you to Yepzy for the Platform during the one year period immediately preceding the date when such damage occurred or (U.S.)$50.00. The foregoing limitations, exclusions and disclaimers (including Sections 14, 15 and 16 of these General Terms) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
18. US. Government Rights. The Platform (including all Software and related documentation that comprise the Platform) is provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Platform. If you are using the Platform on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Platform. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
19. Import and Export Compliance. In connection accessing or using the Platform, you will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Platform, including your transfer and processing of any of your data or documents (“Your Content”) and providing any other party access to any of Your Content. You also agree not to use or distribute the Platform (or any of the Software) in violation of any law, statute, ordinance or other regulation of any applicable jurisdiction (including export controls and unfair competition laws) or any obligation to which you are bound.
20. Notices. All notices provided pursuant to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement must be in writing and shall be sufficiently given for all purposes hereunder if properly addressed and delivered personally by documented overnight delivery service, by certified or registered mail, return receipt requested, or by e-mail. If the notice is to Yepzy, it must be delivered to the mailing address or e-mail address, as the case may be, set forth below (provided that Yepzy may change such address or e-mail address by giving written notice to you pursuant to this Section 20). Yepzy may give notice to you at any mailing address or e-mail address that Yepzy has on file for you. Any notice given personally or by documented overnight delivery service is effective upon receipt. Any notice given by registered mail or overnight delivery service is effective upon receipt, to the extent such receipt is confirmed by return receipt. Any notice given by e-mail is effective upon receipt, to the extent that receipt is confirmed, either verbally or in writing by the recipient. Any notice which is refused, unclaimed or undeliverable because of an act or omission of the party to be notified, if such notice was correctly addressed to the party to be notified, shall be deemed communicated as of the first date that said notice was refused, unclaimed or deemed undeliverable by the postal authorities, or overnight delivery service.
If to Yepzy:
Yepzy Inc.
57 Union St. S
PMB 1234
Concord, NC 28025
Attn: Customer Success
Email: WeCare@yepzy.com
21. Violations by Your Agents. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to you or any such person accessing or using the Platform, including, but not limited to, any action by any employee, officer, manager, director, independent contractor or professional advisor of yours (collectively, “Agents” and each an “Agent”). You are responsible for the use of the Platform by your Agents. You will ensure that all your Agents comply with your obligations under these General Terms and any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement. If you become aware of any violation of any of such obligations by any of your Agents, you will immediately terminate such Agent’s access to the Platform.22. Transferability and Modification. Neither you nor Yepzy may transfer, assign, nor delegate any rights, duties, interests, or obligations under these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement to any other person or entity. Notwithstanding the foregoing, a Client or Yepzy may (without the other party’s prior written consent) assign an applicable SaaS Agreement and all of its rights, duties, interests and obligations hereunder to any entity into which it merges or to which it sells all or substantially all of its assets. Any attempted transfer, assignment, or delegation in violation of this Section 22 shall be considered void ab initio. Any amendment or modification to a SaaS Agreement must be made in writing and must be signed by both Yepzy and the Client who is a party to that SaaS Agreement; provided, however, that such amendment or modification may be executed in counterparts, each of which together shall be deemed to constitute one and the same entire document.
23. Cumulative Remedies. Any and all remedies discussed herein shall be considered cumulative with one another and not exclusive with another, to the maximum extent allowed by law.
24. Governing Law. These General Terms and any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement shall be governed by the laws of the State of North Carolina, regardless of any conflicts of law or choice of law principles of any jurisdiction, including but not limited to claims under state consumer protection laws, unfair competition laws, and in tort.
25. Arbitration. Except as otherwise provided in Section 26 below, all claims, disputes or controversies of every kind and nature (whether based in contract, tort or statute) arising out of or related to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement shall be resolved by arbitration conducted by one arbitrator chosen pursuant to the commercial rules of JAMS in Mecklenburg County, North Carolina. Each party will pay fifty percent of the arbitrator’s fees. The prevailing party in such arbitration shall be entitled to reimbursement of its own reasonable attorneys’ fees, arbitration costs and expenses from the non-prevailing party. In no event shall punitive damages be awarded in the arbitration. The arbitrator’s findings, decision and award shall be written, and shall be based on the laws of the State of North Carolina. The decision of the arbitrator shall be final, binding, and enforceable in any court as though it were a decision on the merits after a trial on the merits. The parties further stipulate that this arbitration clause shall be binding upon all individuals and entities who have an interest, whether direct or indirect, in any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement, their respective subject matter, and/or the relationships created therein.
26. Injunctive Relief. Each party will be entitled to seek temporary injunctive relief from any court having jurisdiction regardless of whether or not arbitration proceedings have been initiated under Section 25, but the final resolution of any such dispute, controversy or claim will be determined by arbitration in accordance with Section 25.
27. Indemnification. You shall indemnify, defend and hold harmless Yepzy, and its owners, directors, managers, officers, agents, employees and affiliates, from and against any and all claims, losses, liability, damages, costs and expenses (including reasonable attorneys’ fees) of any nature whatsoever arising out of or related to (i) any illegal or wrongful acts or omissions by you or any of your Agents arising under or related to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement or any use of the Platform, or (ii) any breach of these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement by you or any of your Agents. Yepzy shall indemnify, defend and hold harmless you from and against any and all claims, losses, liability, damages, costs and expenses (including reasonable attorneys’ fees) of any nature whatsoever arising out of or related to (i) any illegal or wrongful acts or omissions by Yepzy arising under or related to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement, or (ii) any breach of the these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement by Yepzy.
28. Severability. In the event that any provision in these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement shall be held unenforceable for any reason, any court or other adjudicator shall reconstruct and interpret the balance of these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement (as applicable) without said unenforceable provision to make it enforceable to the greatest extent allowed by law.
29. Legal Fees. In any action, proceeding or arbitration between Yepzy and you arising under or related to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement, the prevailing party in such action, proceeding or arbitration, including any appeal therefrom, shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys’ fees (including in-house counsel) and reasonable fees of expert witnesses. Such fees shall include any fees incurred on appeal or in any bankruptcy proceeding related to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement.
30. Limited Liability. No owner, director, manager, officer, agent or employee of Yepzy or you shall have any personal liability or obligation of any kind under or in connection with these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement.
31. Interpretation. These General Terms and any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement shall be construed in accordance with its fair meaning, with no regard whatsoever to who drafted such document. As used in these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement, unless the context expressly indicates otherwise, the word “or” is inclusive and means “and/or” and the word “including” (and any variation of that word) is inclusive and means “including without limitation” (or a phrase of equivalent meaning).
32. Use of Name. Notwithstanding any other provision these General Terms or to these General Terms or any applicable SaaS Agreement or Yepzy Consumer Deposit Account Agreement, Yepzy may use your name and logo (if applicable) in listing you as a customer of Yepzy who is using or has used the Platform.
33. Survival. Following any termination of an applicable SaaS Agreement: (i) the Client who is a party to that SaaS Agreement will remain obligated to pay any fees incurred and owed by it prior to such termination; and (ii) Section 6 of the SaaS Agreement and all of the Sections of these General Terms will survive and remain enforceable.
34. Signatures. The SaaS Agreement and any other document or instrument related thereto may be signed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same agreement. The SaaS Agreement and any other document or instrument relating thereto may be executed by a party’s signature transmitted electronically in pdf or other electronic format, and copies of the SaaS Agreement and any such document or instrument executed and delivered by means or electronic format signatures (including any signatures via DocuSign or any other electronic signature application) shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties may rely upon electronic format signatures as if such signatures were originals. All parties agree that an electronic format signature may be introduced into evidence in any proceeding arising out of or related to the SaaS Agreement or any such document or instrument as if it were an original signature.