This IntaSend Solutions Limited User Agreement (the "Agreement") is a contract between you (the "User") and IntaSend Solutions Limited, a Kenyan incorporated corporation, referred hereafter as (“IntaSend”, "we" or "us") with its principal place of business in Nairobi, Kenya. You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our Payment Services, the Website located at https://intasend.com (the "Site") and related software and services (collectively with the Site, Service, the "IntaSend Solutions Limited").
IntaSend may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after IntaSend provides notice of the Changes, whether such notice is provided through the Site user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.
YOU UNDERSTAND THAT BY USING THE INTASEND SERVICE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE INTASEND SERVICE. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “USER”, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
Any descriptions or illustrations on the Site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
You are required to provide certain information (e.g. your contact details, description of your product or service, your company name, business registration certificate, tax registration certification, national identification document, cancelled bank cheque etc. collectively, “Account Information”) as part of the registration process to access the IntaSend Service, or as part of your continued use of the IntaSend Service. You agree that any registration information you give to IntaSend will always be accurate and up to date, and you agree to promptly notify IntaSend of any changes in your Account Information.
You can not transfer your account to anyone else without our prior written permission. The IntaSend Service is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
You represent, warrant, and agree that you will not contribute any Content or User Submission or use the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
You may only submit Charges through the IntaSend Payment Processing Services that are authorized by your Customers. To enable us to process Transactions for you, you authorize and direct us, our affiliates, the Payment Method Providers and Payment Method Acquirers to receive and settle any payment processing proceeds owed to you through the Payment Processing Services. You appoint IntaSend as your agents for the limited purpose of directing, receiving, holding and settling such proceeds. You agree that IntaSend’s receipt of such proceeds satisfies the relevant end-customer’s obligations to make payments to you. We will promptly update your IntaSend Account balance to reflect any such proceeds that we receive on your behalf.
Except where IntaSend and a Customer have otherwise agreed, you maintain the direct relationship with your Customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the IntaSend Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a Customer’s eligibility and authority to complete Transactions. However, even authorized Transactions may be subject to a Dispute. IntaSend is not responsible for or liable to you for authorized and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.
You are immediately responsible to us for all Disputes, Refunds, Reversals, Returns, or Fines regardless of the reason or timing. We may decline to act upon a Refund instruction, or delay execution of the instruction, if: (i) it would cause your IntaSend Account balance to become negative; (ii) you are the subject of Bankruptcy Proceedings; or (iii) where we otherwise believe that there is a risk that you will not meet your liabilities under this Agreement (including with respect to the Charge that is the subject of the Refund instruction).
In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the API, Email, or Dashboard. We may request additional information to provide to Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. Payment Method Providers and Payment Method Acquirers may deny your challenge for any reason they deem appropriate. You may not submit a new Charge which duplicates a Transaction that is subject to a Dispute.
Please keep in mind that, as explained in Section 5.0, you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. IntaSend does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product.
A Reversal for a Charge may be issued if the Charge is made without the account owner’s authorization or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide you with a Notice and a description of the cause of the Reversal. Also, note that IntaSend's fees that had already been charged during the processing of the transaction are not reversible.
It is very important to us that your Customers understand the purpose, amount, and conditions of Charges you submit to us. With that in mind, when using the IntaSend Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that IntaSend and its affiliates process Transactions (including payment Transactions) for you. You also agree to maintain and make available to your Customers a fair and neutral return, refund, cancellation, or adjustment policy, and clearly explain the process by which Customers can receive a Refund.
The IntaSend Payment Processing Services may include functionality that enables you to receive recurring or subscription payments from your Customers, and to issue invoices to your Customers. If you use the Payment Processing Services to submit recurring or subscription Charges, you agree to comply with applicable Laws and Payment Method Rules, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription. If you use the IntaSend Payment Processing Services to issue invoices to your Customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with applicable Laws, and are sufficient to achieve any legal or tax effect that you are trying to achieve.
If you engage in Transactions with Customers who are individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by Law, and to not engage in unfair, deceptive, or abusive acts or practices.
5.1 IntaSend’s Security
IntaSend is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Payment Method Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to IntaSend with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your IntaSend Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Customers, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.
5.2 Your Security
You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable Laws and Payment Method Rules when handling or maintaining User Data and Personal Data, and will provide evidence of your compliance to us upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your IntaSend Account or terminate this Agreement.
5.3. Security Controls
You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls (“Security Controls”) appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Services, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
5.4 Fraud Risk
While we may provide or suggest Security Controls, we cannot guarantee that you or Customers will never become victims of fraud. Any Security Controls we provide or suggest may include processes or applications developed by IntaSend, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorized Transactions and, if appropriate for your business, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorized Transactions, Disputes, fraud, losses, and other similar occurrences. Keep in mind that you are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent Transactions with you, and your failure to implement Security Controls will only increase the risk of fraud. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, changes to your Settlement Account, and any other unauthorized use or modification of your IntaSend Account. IntaSend is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your IntaSend Account, unless such losses result from IntaSend’s willful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
We may also provide you with Data regarding the possibility or likelihood that a Transaction may be fraudulent. We may incorporate any subsequent action or inaction by you into our fraud model, for the purpose of identifying future potential fraud. You understand that we provide this Data to you for your consideration, but that you are ultimately responsible for any actions you choose to take or not take in relation to such Data.
5.5 Account Security and Two Factor Authentication (“2FA”)
2FA is an additional layer of security we have added to your account. When 2FA is enabled, you will be required to enter a One Time Password (OTP) (which is a verification code we have sent to you for authentication purposes), each time you checkout using IntaSend on a merchant’s website or platform. OTP is also required in account login and other authorizations. While we encourage you to enable this feature on every transaction, you may choose to disable the 2FA feature after your initial enrolmen. However, if you choose to disable this feature, you agree that IntaSend shall not be liable for any loss or damages incurred as a result of your action.
6.1 Your Settlement Account
IntaSend will, with its banking partners, arrange to settle funds to the bank or other financial institution account that you designate (your “Settlement Account”). You affirm that you are authorized to initiate settlements to and debits from the Settlement Account, and that the Settlement Account is owned by you, titled in your legal or trade name, and administered and managed by a financial institution located in Kenya. If you update your Settlement Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will constitute a breach of this Agreement.
6.2 Settlement to Your Settlement Account
Only a positive balance in your IntaSend Account will result in settlement to your Settlement Account. We may reduce the amount settled to your Settlement Account by the amount of Fees, Fines, and amounts owed to us for any reason.
6.3 Settlement to third party recipients (B2C Disbursement)
We may offer you the ability to have funds settled to another person (a “third party recipient”) through the Business to Customer disbursement service through Mobile Money Providers, instead of settling funds to your Payout Account. When doing this, it is your responsibility to ensure that the beneficiary details e.g Mobile Number is correct before initiating the B2C service. We will promptly update your IntaSend Account balance to reflect such settlement or transfer.
6.4 Multi-currency Processing
We may offer you the ability to have funds settled to your Settlement Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid Settlement Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of the Charge (for example, through the API), the conversion rate that will apply to the Charge. If you Refund a Charge, the conversion rate that will apply will be the rate in effect at the time of the Refund, not the Charge. By submitting a Charge or Refund you will be deemed to have accepted the applicable conversion rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Settlement Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent Charges.
6.5 Payout Schedule
The term “Payout Schedule” refers to the time it takes for us to initiate settlement to your Settlement Account. Your Payout Schedule may be specified in the Dashboard. IntaSend may require a holding period before making initial settlement to the IntaSend Account. After the initial settlement of funds, we will settle funds to the IntaSend Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Settlement Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Settlement Account to not credit the Settlement Account or to otherwise not make funds available to you as you expected.
We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Settlement Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your IntaSend Account. If we exercise our right to withhold a Settlement for any reason, we will communicate the general reason for withholding the Settlement and give you a timeline for releasing the funds.
6.6 Incorrect Settlement
The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Settlement Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.
In consideration of us providing the Services, you must pay our charges (“Charges”) in accordance with this clause 7.
The Charges are the prices quoted on the Site at the time you sign up or as quoted to you by the relevant member of our sales team. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. We reserve the right to increase or decrease the Charges or usage levels at any time.
Our Charges are exclusive of VAT and any other applicable sales tax. Where VAT, or other applicable sales tax, is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, or other applicable sales tax, at the applicable rate, at the same time as you pay the Charges.
IntaSend uses a third-party payment processor (the “Payment Processor”) to allow for payments on the IntaSend Service. The processing of payments or credits, as applicable, in connection with your use of the IntaSend Service will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. IntaSend is not responsible for any errors by the Payment Processor.
Any information or content publicly posted or privately transmitted through the Services are the sole responsibility of the person from whom such Content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.
We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
IntaSend has no control over and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, IntaSend will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that IntaSend shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
We do not guarantee the accuracy of any IntaSend Service, including any output generated in connection with your use of the IntaSend Content or IntaSend Service. You acknowledge and agree that you use and rely on the IntaSend Content and the IntaSend Service at your own risk and that IntaSend will not be liable for any errors or inaccuracies of any IntaSend Content or the IntaSend Service.
IntaSend may, but is under no obligation to, monitor the use of the IntaSend Service to ensure quality, improve IntaSend products and services, or verify your compliance with these Terms. You will not interfere with such monitoring.
You will use our APIs and other IntaSend Services only as permitted by law (including without limitation laws regarding the import or export of data or software, privacy, or local laws). You will not use the APIs or other IntaSend Content to encourage or promote illegal or dangerous activity. You will also require any end users of your Devices or Applications ("End Users") to comply with any applicable law and these Terms. You will not knowingly enable your End Users to violate applicable law or these Terms.
IntaSend is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. IntaSend has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in the destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of IntaSend.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.
NOTWITHSTANDING ANYTHING ELSE STATED ON THE WEBSITE OR BY ANY OF INTASEND’S REPRESENTATIVES, INTASEND MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, INTASEND SERVICE OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELY THE “DISCLAIMED ITEMS”). INTASEND DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE INTASEND SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (II) THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE INTASEND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR (VI) THE INTASEND SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE DISCLAIMED ITEMS ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INTASEND. INTASEND MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE DISCLAIMED ITEMS, AS WELL AS ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE DISCLAIMED ITEMS. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
INTASEND’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INTASEND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES OF WHATSOEVER NATURE RESULTING FROM SUCH PROBLEMS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTASEND, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, INTASEND SERVICE. UNDER NO CIRCUMSTANCES WILL INTASEND BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE INTASEND SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTASEND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE INTASEND CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE INTASEND SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE INTASEND CONTENT OR INTASEND SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTASEND SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY INTASEND CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY INTASEND CONTENT OR OTHER CONTENT OR DATA TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE INTASEND SERVICE; AND/OR (VII) CUSTOMER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF INTASEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
In using the IntaSend Content and IntaSend Service, you must design and test your Devices and Applications to ensure that your Devices and Applications do not present risks of personal injury or death, property damage, or other losses. You must implement all reasonable security measures to ensure that no third party may gain unauthorized access to the IntaSend Service or IntaSend Content. If you choose to use the IntaSend or IntaSend Service in any way, you assume all risk that your use of the IntaSend Content or IntaSend Service causes any damage, harm, injury, or loss, including without limitation to any End Users or other individuals or property. You agree that you are solely responsible for any damage, harm, injury, or loss arising from or relating to your Device or Application or your use of any IntaSend Content or the IntaSend Service, and you agree to hold us harmless from all such damage, harm, injury, or loss.
You agree to defend, indemnify and hold harmless IntaSend and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or related to: (i) your use of and access to the IntaSend Content (including the APIs) or IntaSend Payment Service, including any data or content transmitted or received by you; (ii) your violation or alleged violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) any violation of any third-party right, including without limitation any right of privacy or intellectual property rights, by you, your Customer Data, Device, or Application, or any use thereof; (iv) your violation of any applicable law, rule or regulation; (v) any of your Customer Data or any that is transmitted via your account; (vi) any personal injury or property damage arising from or relating to your use of the IntaSend Content or KIntaSend Service or any authorized or unauthorized use of your Device or Application; or (vii) any other party’s access and use of the IntaSend Content or IntaSend Service with your unique username, password or other appropriate security code.
Extended Meaning. Any indemnity in favour of IntaSend, and any release of IntaSend, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.
We care about the integrity and security of your Customer Data and personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you are solely responsible for any personal injury or property damage arising from or relating to your use of any IntaSend Content, the IntaSend Service, or any authorized or unauthorized use of your Device or Application.
IntaSend and its licensors reserve all Proprietary Rights in and to the IntaSend Service. Users may not use the IntaSend Service except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. IntaSend reserves the right to withdraw, expand and otherwise change the IntaSend Service at any time at IntaSend's sole discretion. Users shall not be entitled to create any "links'' to the IntaSend Service, or''frame `` or''mirror `` any content contained on, or accessible through, the IntaSend Service, on any other server or internet-based device. IntaSend alone (and its licensors, where applicable) shall own all right, title and interest, including all related Proprietary Rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the IntaSend Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the IntaSend Service, or any Proprietary Rights owned by IntaSend. IntaSend’s name, logo, and the product names associated with the KIntaSend Service are trademarks of IntaSend or third parties, and no right or license is granted to use them.
The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with the Termination Clause.
20.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications.
20.2 Notices: Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the IntaSend Service. Notices hereunder shall be invalid unless made in writing and given (a) by IntaSend via email (in each case to the address that you provide), (b) a posting on the IntaSend Site or (c) by you via email to [email protected] or to such other addresses as IntaSend may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
20.3 Modifications. No modification or amendment to this Agreement shall be binding upon IntaSend unless in a written instrument signed by a duly authorized representative of IntaSend. For the purposes of this Section 17.3, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
20.4 No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
20.5 Assignability. User may not assign this Agreement, or any of its rights or obligations hereunder, without IntaSend prior written consent in the form of a written instrument signed by a duly authorized representative of IntaSend (and, for the purposes of this Section 17.5, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). IntaSend may freely assign this Agreement without the consent of the User. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assignments of the parties.
20.6 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
20.7 Choice of Law. This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of Kenya without regard to its conflict of laws provisions. The exclusive jurisdiction of any action in relation to this Agreement will be the Kenyan Court and each of the parties hereto waives any objection to jurisdiction. However, in the event of the actual or threatened infringement, misappropriation or violation of IntaSend Proprietary Rights, IntaSend may, at its discretion, institute legal proceedings in any jurisdiction (s) which is (are) deemed necessary or advisable.
20.8 Independent Legal Advice. You acknowledge that IntaSend is not providing any legal advice, and that you have been afforded an opportunity to obtain independent legal advice with respect to this Agreement and the Service Contract, and that you understand the nature and the consequences of this Agreement and the Service Contract.
20.9 Language. The parties hereto acknowledge that they have requested and are satisfied that this Agreement is drawn up in English. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions if any.
Should you have any questions or comments concerning this Terms and Conditions, please do not hesitate to contact us at [email protected].