This web-based financial transaction processing service ("Service") includes proprietary materials, the use of which is subject to the following terms and conditions.
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Acknowledgement and Acceptance of Agreement
The Service, provided by a financial transaction processing entity (the "Company") to the business entity ("User") pursuant to the Terms of Use Agreement ("TOU"), any amendments thereto, and any operating rules or policies that may be published from time to time by Company, all of which are hereby incorporated by reference. The TOU comprises the entire agreement between User and Company, and supersedes any prior agreements between User and Company pertaining to the subject matter contained herein.
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Description of Services
Company is providing User with the capability to process transactions, and receive financial reporting via the World Wide Web on a site designated by the Company. User must: (a) provide for User's own access to the World Wide Web and pay any service fees associated with such access, and (b) provide all equipment necessary for User to make such connection to the World Wide Web, including a computer, modem and Web browser.
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MODIFICATIONS TO AGREEMENT
Company may change the TOU from time to time at its sole discretion. Changes to the TOU will be posted on the hosted interface which is available to all End Users.
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MODIFICATIONS TO SERVICE
Company reserves the right to modify or discontinue, temporarily or permanently, the Service with or without notice to User. User agrees that Company shall not be liable to User or any third-party for any modification or discontinuance of the Service.
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USER ACCOUNT, PASSWORD AND SECURITY
User will receive a login and password upon completing a registration process. User is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities which occur under User's password or account. User agrees to immediately notify the Company of any unauthorized use of User's password or account or any other breach of security.
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USER CONDUCT
User agrees to be solely responsible for the contents of User's transmissions through the Service. b. User agrees (i) not to use the Service for illegal purposes; (ii) not to interfere with or disrupt the Service or servers or networks connected to the Service; (iii) to comply with all requirements, procedures, policies and regulations of networks connected to the Service; and (iv) to comply with all applicable laws regarding the transmission of technical data exported from the United States.
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INDEMNITY
User agrees to indemnify and hold Company, and its officers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's use of the Service, User's connection to the Service, User's violation of the TOU, or User's violation of any rights of another.
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NO RESALE OF SERVICE
User agrees not to resell the Service or use of or access to the Service.
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DATA STORAGE
Company, and its/their third party service providers assume no responsibility for the deletion or failure to store financial transaction data. Company may establish an upper limit on the data storage capability it will maintain for User.
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TERMINATION
a. User agrees that Company may terminate User's password, account or use of the Service if Company believes (i) that User has violated or acted inconsistently with the letter or spirit of the Service Agreement, or (ii) that User has violated the rights of Company. b. User acknowledges and agrees that any termination of Service under any provision of this Agreement may be effected without prior notice.
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DISCLAIMER OF WARRANTIES
a. USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. b. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. c. COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET USER'S REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. d. COMPANY MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH SERVICE. e. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
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LIMITATION OF LIABILITY
a. USER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. USER FURTHER AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT. c. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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NOTICE
Any notice to User or to the Service shall be made via either email or regular mail. The Service may also provide notices of changes to the TOU or other matters by displaying notices to Users generally on the Service.
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GENERAL
a. The Service Agreement and the relationship between User and Company shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions. User and Company agree to submit to the personal jurisdiction of the courts located within the state of Arizona. b. The failure of Company to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. c. User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Service Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOU are for convenience only and have no legal or contractual effect.
