Thank you for choosing Payload CMS and our cloud offering to serve your content management and application hosting needs. This document is the Agreement (“Agreement”) including all terms and conditions for the Website and Services at https://payloadcms.com also referred to as (“Services”). This Agreement is between Payload CMS, INC, a Delaware Incorporated company, which we refer to as “Payload”, “us”, “we”, or “our” and the User, referred to as “you”. By creating an account (“Account”) to access the Services you are agreeing that you have read, understood and agreed to this Agreement.
If you are entering into this Agreement on behalf of your organization, business, company or other legal entity, you warrant that you are authorized to enter such an agreement on behalf of your organization. If you do not agree to this agreement, you will not use the Services.
Before you use the Website and Services you must comply with all laws, rules and regulations applicable to you. It is your responsibility to determine if you are in violation of any laws. You agree that we may discontinue Services if your use is in conflict with any applicable law, rule or regulation.
The Services are not intended for use by anyone who is less than 18 years of age. By creating an Account you agree that you are at least 18 years of age.
In order to use the Services you must create an account using an email and password and other information as required. You warrant that all personal information and data provided to the Payload is accurate, maintained and up to date.
It is the sole discretion of Payload to decide whether an account is in violation with any of these acceptable uses. You agree that by violating any of these terms either by yourself or any entity acting under your account, will result in termination of your access to your account and stopping of all Services within. We may also store and track information for identifying the offending person and restrict access from Payload Services in the future.
You are solely responsible for all code, information, files, software, text and other materials and content (“Your Data”) that is uploaded, installed, transmitted, or otherwise sent (“Send(ing)”) to in connection with our Services. You ensure that Your Data, and your use of it, complies with this Agreement and any applicable law. Payload reserves the right to access your account and Your Data for the purpose of providing technical support at your request.
By Sending Your Data on or through our Services you grant Payload a non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, modify, reproduce, distribute, display, publish Your Data only in connection with its provision of the Services and for security to protect the Services and third parties from fraud, malware, malicious files or content, viruses and the like.
It is your responsibility to protect your account information, including username and password to protect your own data from unauthorized access, security breaches, and other mishandling from other users. No person who is representative of Payload will ask you for your password.
You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Data. You are responsible for all activities in your account and Your Data, regardless of whether undertaken by you, your employees or a third party (including contractors or agents). We and our affiliates are not responsible for unauthorized access to your account and Your Data unless caused by our breach of this Agreement. You will contact us immediately if you believe unauthorized activity has occurred in your account or if your account information is lost or stolen.
The Services are provided on an AS IS and AS AVAILABLE basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any implied or statutory warranty, including any implied warranty of merchantability or fitness for a particular purpose, and any warranty arising out of any course of dealing or usage of trade.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (a) your use of the Services (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; or (c) your data or the combination of your data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of intellectual property rights. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process seeking information related to your data or your use of the Services, you will also reimburse us for reasonable legal fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim subject to this Section, but our failure to promptly notify you will only affect your obligations to the extent that our failure materially harms your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement.
We will not be liable to you for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use or data). We and our affiliates and licensors will not be responsible for any compensation, reimbursement or direct damages arising in connection with: (a) your inability to use the Services; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures or commitments by you in connection with this Agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or deletion, destruction, damage, loss or failure to store any of your Your Data. Our and our affiliates’ and licensors’ aggregate liability under this agreement will be limited to the amount you actually pay us under this agreement for the Services that gave rise to the claim during the 12 months preceding the claim.
We charge and bill you for Services as described by the plan(s) selected within your account along with calculated overage amounts on a monthly basis. You authorize a recurring monthly charge to your credit card which you provide on the website for payment of Services that you have subscribed for automatically on a recurring basis. All amounts payable will be made without setoff or deduction, and all amounts paid are non-refundable. We may increase or add new fees and charge for Services by updating our subscription plans found on our website. In the event that we change the pricing for the plans you have subscribed to, the fees payable by you will increase or decrease in accordance with any such modification for the following subscription period.
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
You may terminate this Agreement by terminating all Services under your account, and we may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to the Services, immediately if: (i) we change the way we provide or discontinue any Service; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Services poses a risk to the availability, functionality or security of the Services; (iv) we reasonably determine that your use of the Services may be unlawful; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If we suspend your right to access or use any portion or all of the Services, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Services promptly following resolution of the cause of your suspension.
Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate; and (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination. We have no obligation to continue hosting Your Data or any backup that you have terminated or after termination of this Agreement.
All communications and notices to be made or given pursuant to this Agreement must be in English. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. To give us notice under this Agreement, you must (1) email us at email@example.com, or (2) send us your notice by certified mail, return receipt requested, to Payload CMS, Inc., 40 Pearl St NW #200, Grand Rapids, MI 49503, Attention: Legal Department.
The laws of Michigan, excluding any applicable conflict of laws rules or principles, govern this Agreement and any dispute of any sort that might arise between you and us. You consent to exclusive jurisdiction and venue of Michigan courts. We may seek injunctive or other relief in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates', or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Our failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.
For the duration of this Agreement Payload may publicly display your tradenames, logos and trademarks as customers on our website and in marketing materials. You may notify us with written trademark usage guides following the contact section and we will comply in a reasonable business
Payload has the right to collect and analyze the information and data related necessary to provision and perform operation of the Services and related systems and technologies. This excludes Your Data and derived information. Payload will use the data collected to improve Services in aggregate or de-identified format for business use.
We reserve the right to modify this Agreement at any time by posting an amended version on the website for the applicable Services or by notice sent in email. The amended terms are effective at the time of posting to the site or as stated in our email notice. By using the Services you agree to be bound by the amended terms of service. We will write the date of the last amendment for you to review on our site.
By using these Services you consent to receiving certain electronic communications from Payload and agree that any notices, agreements, disclosures, or other communications that Payload sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.