Terms & Conditions

Merchant Terms and Conditions

Introduction

Welcome to NetCents. NetCents Technology Inc. (“NetCents”, “we”, or “us”) is an online payment processor that is designed to make it easier for customers and merchants to transact online using cash and cryptocurrencies.

Pursuant to these Terms and Conditions, NetCents makes payment processing services available to merchants that use those services to allow their customers to pay for goods and services using cryptocurrencies. These Terms and Conditions govern your use of all services provided by NetCents, including the payment processing services, this website (the “Website”), and all other websites or services made available by NetCents (collectively, the “Services”). By using the Services, you indicate your acceptance of these Terms and Conditions and all agreements included by reference in these Terms and Conditions, including the Privacy Policy.

In these Terms and Conditions, we refer to merchants using these Services as “Merchants” or “you” and we refer to your customers as “Customers”.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES, INCLUDING SECTION 9 WHICH SPECIFICALLY HIGHLIGHTS THE RISK OF USING CRYPTOCURRENCIES AND SECTION 10 WHICH INCLUDES AN INDEMNIFICATION CLAUSE. Your use of the Services is expressly conditioned on your acceptance without modification of these Terms and Conditions.

We may amend and update these Terms and Conditions at any time in our discretion without your consent by posting a revised version of these Terms and Conditions. The updated Terms will be effective at the time we post it, except if the revised Terms and Conditions include a substantial change affecting your rights, in which case we will provide you with at least 30 days’ prior notice of the revised Terms and Conditions by posting a notice at the top of the Privacy Policy posted on our website. Your continued use of the Services following an amendment to the Terms and Conditions constitutes acceptance of the amended Terms. You should check these Terms and Conditions frequently to ensure that you have reviewed the latest version.

1. Our Services

   NetCents is a payment processor that enables Merchants to accept payment for goods and services using cryptocurrencies.

2. Use of the Services

   As long as you agree to and comply with these Terms and Conditions, NetCents grants to you a personal, non-exclusive, non-transferable, non-sublicensable and limited right to enter and use the Website and the Services to accept payment from Customers in cryptocurrencies.

   Depending on your country of residence, you may not be able to use all the functions of the Services. It is your responsibility to follow those rules and laws in your country of residence and/or country from which you access the Website and the Services.

   Unless otherwise specifically indicated, you may use the Services for the purposes identified in this section. You may not;

   1. distribute, modify, transmit, use, or reuse any part of the Services or any content made available through the Services for any public or commercial purpose without the written consent of NetCents, which NetCents may withhold in its sole discretion;

   2. remove any all copyright and other proprietary notices on material downloaded and/or copied from the Services;

   3. access or use the Services in any way that could or is intended to damage or impair the Services, or any server or network underlying the Services;

   4. interfere with anyone else’s use and enjoyment of the Services; or

   5. attempt to reverse engineer, modify, or create a derivative work of any component of the Services.

3. Registration and Merchant Account Setup

   You will be required to set up a merchant account (your “Account”) prior to accessing and using the Services. You agree to comply with NetCents’ account set-up procedures, including the requirement to provide accurate and complete information to NetCents upon sign-up. You agree to inform us within 10 business days of any changes to the information provided to NetCents when your Account was created.

   You agree that NetCents, or a service provider engaged by NetCents, may verify your name, address, phone number, and other Account details against information about you held by third party sources in order to verify your identity to fulfill its anti-money laundering obligations and to help protect against fraud or misappropriation of user Accounts.

   You are solely responsible and liable for any use and misuse of the login credentials for your Account and for all activities that occur under your Account. For security reasons, you must keep your login credentials confidential and not disclose them to any person or permit any other person to use them, except authorized representatives of your business and authorized representatives of NetCents. NetCents is not under any obligation to verify the actual identity or authority of the user of any login name or password.

   You must immediately notify NetCents of any unauthorized use of your login credentials, or if you know or suspect that your login credentials have been lost or stolen, become known to any other person, or otherwise compromised.

   All login credentials remain the property of NetCents, and may be cancelled or suspended at any time by NetCents without any notice or liability to you or any other person.

4. Copyrights, Trademarks, And Other Rights

   The Services, including the Website, its design, all text, graphics, content, video, audio and the selection and arrangement of the Website are the property of NetCents, and/or its various subsidiaries, affiliates, third party providers and distributors ( “Third Parties”), and are protected under the copyright laws of Canada and other countries. None of the content distributed through the Services may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written permission of NetCents or the applicable Third Parties.

   NetCents and all other related trademarks and design marks displayed through the Services (collectively, the “Trademarks”) are registered and common law trademarks of NetCents. Other trademarks and design marks appearing on this website are trademarks of their respective owners. NetCents grants you a limited, non-exclusive, revocable license to display the Trademarks solely for the purpose of identifying to Customers that you offer Customers the option to use the Services to pay in cryptocurrencies and making the Services available to Customers. Except for the limited license provided in this section, nothing offered through the Services or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, including the Trademarks, except with the express written permission of NetCents or the other party that may own the applicable trademarks.

   Any product, service, program or technology described in any document made available to you by NetCents may be the subject of other intellectual property rights owned by NetCents. Any such right that is not expressly licensed hereunder is reserved by NetCents.

5. Feedback

   NetCents and its Trademarks are registered and common law trademarks of NetCents. Other trademarks and design marks appearing on this website are trademarks of their respective owners. NetCents grants you a limited, non-exclusive, revocable license to display the Trademarks solely for the purpose of identifying to Customers that you offer Customers the option to use the Services to pay in cryptocurrencies and making the Services available to Customers. Except for the limited license provided in this section, nothing offered through the Services or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, including the Trademarks, except with the express written permission of NetCents or the other party that may own the applicable trademarks.

6. No Warranties and Limitation of Liability

   A. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, NETCENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT ANY INFORMATION OR SERVICE PROVIDED OR REFERENCED THROUGH THE SERVICES IS ACCURATE, UP TO DATE, OR COMPLETE, THAT SUCH INFORMATION OR SERVICE WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, OR THAT SUCH INFORMATION OR SERVICE DOES NOT INFRINGE ON ANY THIRD PARTY RIGHTS. THE INFORMATION AND SERVICES PROVIDED OR REFERENCED ON THE WEBSITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE USER.

   B. NETCENTS MAY PERIODICALLY ADD, CHANGE, OR IMPROVE ANY OF THE INFORMATION, PRODUCTS, SERVICES, PROGRAMS, AND TECHNOLOGY OFFERED THROUGH THE SERVICES WITHOUT NOTICE. NETCENTS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE.

   C. NETCENTS DISCLAIMS AND IS NOT RESPONSIBLE FOR LATE, LOST, INCOMPLETE, ILLEGIBLE, MISDIRECTED OR STOLEN MESSAGES OR MAIL, UNAVAILABLE NETWORK CONNECTIONS, FAILED, INCOMPLETE, GARBLED OR DELAYED COMPUTER TRANSMISSIONS, ON-LINE FAILURES, HARDWARE, SOFTWARE OR OTHER TECHNICAL MALFUNCTIONS OR DISTURBANCES OR ANY OTHER COMMUNICATIONS FAILURES OR CIRCUMSTANCES AFFECTING, DISRUPTING OR CORRUPTING COMMUNICATIONS.

   D. NETCENTS ALSO DISCLAIMS AND IS NOT RESPONSIBLE FOR ANY DAMAGES ARISING FROM YOUR BREACH OF THESE TERMS OF SERVICE.

   E. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER NETCENTS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES IS LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF YOUR ACCESS TO, USE OF, OR RELIANCE ON THE SERVICES, EVEN IF NETCENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE, NETCENTS ASSUMES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR ANY DAMAGES TO OR ANY VIRUSES WHICH MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR DOWNLOADING FROM, THE SERVICES. IF NETCENTS IS FOUND TO BE LIABLE FOR ANY LOSS OR DAMAGE THAT ARISES OUT OF OR IS ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, THE LIABILITY OF NETCENTS WILL IN NO EVENT EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU TO NETCENTS FOR YOUR USE OF THE SERVICES IN THE YEAR PRIOR TO THE EVENT LEADING TO SUCH LOSS OR DAMAGE.

   F. SOME JURISDICTIONS MAY RESTRICT OR DISALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY, IN WHICH CASE THOSE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

7. Links

   NetCents has not reviewed all of the sites which are linked to or from the Website, and the fact of such links does not indicate any approval or endorsement of any material contained on any linked site. NetCents is not responsible for the contents of any site linked to or from the Website; and your connection to any such linked site is at your own risk.

8. Canada, U.S., International Information

   Most of the information on the Website applies internationally, but a significant amount of information applies only to certain countries or regions. Although NetCents tries to mark all country- and region-specific information with a country indication, it does not warrant or represent that all information regarding the Services without indication applies internationally.

9. Cryptocurrencies

   The NetCents platform permits Merchants to allow Customers to use cryptocurrencies to purchase goods and services. The use of cryptocurrencies is of high risk. Some of the risks associated with use of cryptocurrencies include, but are not limited to the following:

   1. Market Risk:  Cryptocurrencies are susceptible to rapid and severe fluctuations in valuation. The market for cryptocurrencies is still new and highly uncertain. You are fully responsible and bear all of the risk for any of the price fluctuation of any cryptocurrency that you choose to hold. NetCents is not liable, nor responsible for any losses a Merchant may incur while, buying, selling, trading or using cryptocurrencies in any manner.

   2. Liquidity Risk: All markets for financial instruments have inherent varying degrees of liquidity. Markets for cryptocurrencies are no different. There is never any guarantee that there will be an active market for one to sell, buy, or trade these instruments or products derived from or ancillary to them.

   3. Legal Risk: The legal status of certain cryptocurrencies is not clearly defined in some jurisdictions. This may affect the legality of holding or trading them. As a result, the rights and legality of a particular cryptocurrencies may vary among different jurisdictions. Merchants are responsible for complying with the laws applicable to the purchase, ownership, use, and taxation of cryptocurrencies in their jurisdiction.

   4. Exchange Risk (Counterparty Risk): Holding cryptocurrencies on deposit either personally or with any third party in a custodial relationship has inherent risks. These risks include security breaches, risk of contractual breach, and risk of loss. Merchants are fully responsible for taking appropriate security measures to protect cryptocurrencies that they hold or accept.

   5. Trading Risk: In addition to liquidity risks, the value of cryptocurrencies may be volatile and fluctuate quickly. Participants in any cryptocurrencies market are warned that they should pay close attention to their position and holdings, and how they may be impacted by sudden and adverse shifts in pricing, trading and other market activities.

10. Indemnification

    You shall hereby indemnify and protect, defend and hold harmless NetCents, its subsidiaries, and their directors, officers, officials, agents, employees and counsel and their respective heirs, administrators, executors, successors and assigns (each of the foregoing, an “Indemnified Party”), from and against, any and all losses, liabilities, claims, damages, interest, judgments, costs, or expenses, including without limitation fees and disbursements of counsel, incurred by any Indemnified Party arising out of or in connection with or by reason of your use of the Services, your breach of applicable laws or regulations, and your breach of the representations, warranties or covenants set forth herein. Notwithstanding the foregoing, you shall not be required to indemnify any Indemnified Party for any loss to the extent that that loss is finally determined by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Indemnified Party.

11. Fees

    NetCents charges a transaction fee for transactions conducted online using the Services. Our current fees are available at https://merchant.net-cents.com/fees and may be changed by NetCents from time to time in its sole discretion.

12. Privacy

    NetCents’ Privacy Policy, available at www.net-cents.com/privacy , is incorporated into these Terms and Conditions by reference.

13. Payments and Settlements

    1. Payment Generation and Exchange Rate Guarantee: To create a payment for Customer, you may post a request to NetCents to collect a specific amount in your local supported currency, such as Canadian Dollars, United States Dollars or Euros. NetCents will pull the exchange rate, where applicable, and provide the payment instructions and exchange rate to you for you to display to the Customer through the Merchant portal.

    2. Exchange Rate Guarantee: We guarantee the exchange rate displayed to the Customer as long as the Customer pays within the applicable timeout window after the payment is created. Invoice timeout window is clearly displayed on for each payment through the Merchant portal. While we guarantee the exchange rate as long as the Customer pays within such time window, you agree that you assume the volatility risk of the currency or cryptocurrency in which you choose to settle payments. For instance, if you ask us to collect US$250, and the Customer sends the cryptocurrency equivalent, based on the displayed exchange within the time window, we guarantee you will receive exactly US$250, minus our fee if applicable. We do not, however, guarantee the value of the US dollar.

    3. Block Confirmations: For any payments that are made using cryptocurrencies, an invoice is considered complete by us after payment by the Customer has been sent and has the requisite number of block confirmations have occurred. NetCents may in its discretion determine the number of block confirmations required and will indicate to you when the payment is complete. You have the option to inform Customer earlier about the status of the invoice, however NetCents is not liable for settling invoices associated with a payment that never receives the requisite number of block confirmations. Until such time, such transactions will not be confirmed by NetCents, meaning that you will not receive a credit to your Account for such transactions. NetCents employs techniques to detect payments that are at risk of never receiving the requisite number of block confirmations, however, these measures do not completely eliminate the risk associated with unconfirmed payments.

    4. Methods of Settlement: We will verify the Customer’s payments over the applicable cryptocurrency peer-to-peer payment network and post the balance to your Account once confirmed, according to your preference settings. The debits and credits to your Account are funds temporarily held by NetCents until settlement to your bank account or digital wallet can take place, subject however to the Section G(v) below. You will receive a settlement in the currency that you designate upon Account sign-up, or in any supported cryptocurrency. You assume volatility risks of the currency in which you choose to settle. For example, if you choose to settle in bitcoin, then you assume the volatility risk of the bitcoin value.

    5. Settlements in Local Currencies: Direct deposit/wire payments to a bank account in a local currency is available to Merchants located in certain countries. If you wish to receive direct deposit settlements, you must provide us with valid bank account information and keep such information current.

    6. Settlements in Cryptocurrencies: You may choose to accept settlements from your Account in supported cryptocurrencies. If you wish to receive settlements in supported cryptocurrencies, you must provide us with your valid digital wallet information and keep such information current. You assume the risk associated with settling in cryptocurrency, including the risk of loss if any settlement information you provide us with is inaccurate or incomplete as well as the fluctuations in the cryptocurrency from and after the transaction date.

    7. Timing of Settlement. We will use our best commercial efforts to adhere to following timing of Merchant settlements :

       1. Merchants based in the United States who choose to settle in United States Dollars will settle on each day that they process US$250 or more. If a Merchant does not process US$250 per day, the Merchant will settle on the next Monday or Friday on which their Account balance is at least US$250.

       2. All other Merchants will settle on each day that they process $3500 or more (in their local currency). If a Merchant does not process $3500 per day, the Merchant will settle on the next Monday or Friday on which their account balance is at least $250 (in their local currency).

       3. All settlements in local currencies will be made by wire transfer. For US-based Merchants settling in USD, wire transfers will be made within one business day. For all other Merchants, wire transfers will be made within two business days. Notwithstanding the location of the merchant, if the wire is over US$1,000,000, the transfer may take up to two business days.

       4. Settlements may only take place on business days and will be calculated as of the prior day at 9pm (Pacific Time).

       5. Notwithstanding the foregoing, (a) any settlement will be subject to bank holidays or closures in the respective jurisdictions and (b) any settlement may be impaired and not timely if (i) you have provided us with incomplete or inaccurate banking information and/or (ii) a clearing or other bank holds, delays or suspends transaction funds for any reason.

       1. Merchants based in the United States who choose to settle in United States Dollars will settle on each day that they process US$250 or more. If a Merchant does not process US$250 per day, the Merchant will settle on the next Monday or Friday on which their Account balance is at least US$250.

       2. All other Merchants will settle on each day that they process $3500 or more (in their local currency). If a Merchant does not process $3500 per day, the Merchant will settle on the next Monday or Friday on which their account balance is at least $250 (in their local currency).

       3. All settlements in local currencies will be made by wire transfer. For US-based Merchants settling in USD, wire transfers will be made within one business day. For all other Merchants, wire transfers will be made within two business days. Notwithstanding the location of the merchant, if the wire is over US$1,000,000, the transfer may take up to two business days.

       4. Settlements may only take place on business days and will be calculated as of the prior day at 9pm (Pacific Time).

14. Set-off

    NetCents reserves the right to set-off any amounts that you owe to NetCents, including for indemnification obligations, against amounts credited to your Account.

15. Record Keeping

    As required by applicable laws and regulations, NetCents is required to maintain records of all documentation and information related to your Account for the duration that your Account is active and after your Account is closed.

    As required by applicable laws and regulations, you are required to maintain all records needed to fulfill orders for goods or services and provide post-sale support to Customers. NetCents or its auditors, an appropriate regulator, or other relevant competent authority may request to obtain and inspect certain of your business records with reasonable advance notice or immediately if required by law, a regulator, or other relevant authority. If you refuse such a request, we reserve the right to suspend or terminate your Account.

16. Information Sharing

    You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies or if we have received subpoenas in connection with any civil or criminal matter.

17. Press Release

    You hereby authorize us, without any notice to you, to publish a press release or other public announcement naming you as a Merchant using the Services.

18. Representation and Warranties

    You represent and warrant to NetCents that:

    1. The individual accepting these terms on behalf of the Merchant is of the age of majority, and has all necessary power, capacity and authority to bind the Merchant hereto;

    2. You have all necessary right, power, authority and ability to enter into and fulfill your obligations under these Terms and Conditions and your use of the Services;

    3. Your business entity is duly organized, validly exists, is in good standing under the laws of the state and country of its formation, and is duly qualified and in good standing in each jurisdiction in which the conduct of its business requires it to so qualify;

    4. Your use of the Services will not contravene any applicable international, federal, state or local laws or regulations, including tax laws and regulations;

    5. You ensure that your use of the Services does and at all times will comply with all applicable anti-money laundering/anti-terrorist funding compliance laws and regulations, including, without limitation, all sanctions programs that may apply to you based on the jurisdiction(s) in which you operate your business and serve Customers;

    6. All information that you have provided to us, and may from time to time provide to us, is and shall continue to be true and complete, and shall be timely updated and corrected to maintain its status as true and complete;

    7. All payment transactions requested by you will represent bona fide transactions for the purchase of goods or services; and

    8. You are using the Services on your own behalf or on behalf of the Merchant for which you have set up an account, and not pursuant to the instruction or request of any other person or entity.

19. Prohibited Uses

    You agree that you will not use the Services for, or otherwise accept payments in connection with, the following businesses, business activities or business practices: (1) door-to-door sales, (2) offering substantial rebates or special incentives to users subsequent to the original purchase, (3) negative response marketing, (4) engaging in deceptive marketing practices, (5) sharing user data with another merchant for payment of up sell or cross-sell product or service, (6) evading any chargeback monitoring programs, (7) engaging in any form of licensed or unlicensed aggregation or factoring, (8) age restricted products or services, (9) bail bonds, (10) chain letters, (11) counterfeit goods (e.g. knock-offs, imitations, bootlegs), (12) essay mills, (13) fortune tellers, (14) “get rich quick” schemes, (15) illegal products or services, (16) mail-order brides, phone services or cell phones, (17) sexually-oriented or pornographic products or services, (18) shipping or forwarding brokers, (19) substances designed to mimic illegal drugs, (20) telemarketing, or (21) products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation.

20. Suspicious Use and Right to Reject a Transaction

    NetCents reserves the right in its sole discretion, to refuse to complete any transaction using the Services that we have reason to believe is unauthorized, or in violation of any agreement between NetCents and you, or, exposes you, other users, our processors or the Services to harm, including but not limited to transactions that NetCents suspects are connected to fraud or other criminal acts. NetCents is authorized to share any and all information relating to such a matter with the appropriate legal and/or regulatory enforcement agencies.

21. Termination of Account

    NetCents reserves the right, in their sole discretion, to terminate your Account without notice, if we learn or reasonably suspect, in our sole discretion, that:

    1. you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations,

    2. you have used your Account to engage in any fraud or suspicious activity;

    3. the Merchant has ceased to carry on operations, transferred substantially all of its assets, or committed an event of bankruptcy or insolvency; or

    4. you will use or have used your Account to engage in unlawful or improper activity in violation of applicable laws or regulations,

    Once your account is terminated, you will discontinue use of the Services immediately and will be still obligated for any fees incurred, if applicable, prior to the closure. NetCents will not be liable for any damages or responsible for any compensation in connection with the termination or suspension of the Services in this circumstance.

22. Taxes

    It is the Merchant’s sole (personal and business) responsibility to determine what, if any, taxes apply to the transaction, sale of any and all goods and services and/or the payments you receive in connection with your use of the Services, and to remit such taxes to the proper tax authority. NetCents is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and Merchants to which we provide processing services. We reserve the right to report to relevant revenue or taxing authorities regarding payment transactions processed by NetCents on your behalf, to the extent we are required to do so by applicable law.

23. Dispute Resolution through Arbitration

    Any controversy, dispute, disagreement or claim arising out of, relating to or in connection with the Services, these Terms and Conditions or any breach hereof, including any question regarding its existence, validity or termination, shall be exclusively, finally and conclusively resolved by arbitration under Arbitration Act, 1991, S.O. 1991, c. 17 (the “Act”). There shall be one (1) arbitrator selected in accordance with the Act. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law. Notwithstanding the foregoing, NetCents shall have the right to seek injunctive or other equitable relief, including in relation to the breach of confidentiality obligations or violation of the intellectual property set forth in these Terms and Conditions. Any such determination by an arbitrator in your favor shall be subject to the damage limitation set forth in Section 6(E) herein.

24. Severability

    If any portion or provision of these Terms and Conditions shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms and Conditions, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of these Terms and Conditions shall be valid and enforceable to the fullest extent permitted by law.

25. Surviving Provisions

    Notwithstanding the cessation, expiration or termination of the arrangement between you and NetCents, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including, but not limited to the sections entitled: No Warranties and Limitations, Representations and Warranties, Indemnification, and Dispute Resolution.