1. THIS IS AN AGREEMENT BETWEEN YOU AND MERCHANT SERVICE CENTER
This is an agreement ("Agreement") between you and Merchant Service Center
("MSC"). This Agreement governs your use of any Web site or Web page operated
by MSC (each, a "MSC Web Site," and collectively, the "MSC Web Sites").
You represent that you are at least 18 years of age and have attained the age of
majority in the province, state or country in which you reside, and any information
that you submit is correct. MSC OFFERS THE MSC WEB SITES TO YOU CONDITIONED ON YOUR
ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE MSC WEB SITES
CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT CONTAINS DISCLAIMERS
OF WARRANTIES AND LIABILITY (See Sections 9, 10, and 11); AND AN EXCLUSIVE REMEDY
(See Section 10). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.
2. HOW MSC MAY MODIFY THIS AGREEMENT MSC
reserves the right to change the terms, conditions, and notices under which it offers
the MSC Web Sites, including any charges associated with the use of the MSC Web
Sites. You are responsible for regularly reviewing these terms, conditions and notices,
and any additional terms posted on any MSC Web Site. Your continued use of the MSC
Web Sites after the effective date of such changes constitutes your acceptance of
and agreement to such changes.
3. ADDITIONAL TERMS
Any MSC Web Site may itself contain additional terms (for example, codes of conduct
or guidelines) that further govern use of that MSC Web Site, including without limitation,
particular features or offers (for example, sweepstakes). If any terms contained
in this Agreement conflict with any terms contained within a MSC Web Site, then
the terms in this Agreement shall control.
4. NO UNLAWFUL OR HARMFUL USE OF THE MSC WEB SITES
You will not use the MSC Web Sites in any way that is unlawful, or harms MSC, its
affiliates, resellers, distributors, service providers and/or suppliers (each, a
"MSC Party" and collectively, the "MSC Parties") or any customer
of a MSC Party, as determined in MSC's sole discretion. MSC may tell you about certain
specific harmful uses in a code of conduct or other notices available through a
MSC Web Site, but has no obligation to do so. You may not use the MSC Web Sites
in any way that breaches any code of conduct, policy or other notice applicable
to the MSC Web Sites. Without limiting the generality of this section, you may not
use the MSC Web Sites in any manner that could damage, disable, overburden, or impair
any MSC Web Site (or the network(s) connected to any MSC Web Site) or interfere
with any other party's use of the MSC Web Sites.
5. SPAM IS PROHIBITED AND CAUSES DAMAGE; SPAM FILTERING TECHNOLOGY
Without limiting the generality of Section 4, you will not use the MSC Web Sites
to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited
commercial e-mail. You will not use the MSC Web Sites in any way that violates the
MSC Anti-Spam Policy. You may view the Anti-Spam Policy at email@example.com.
A breach of any part of the Anti-Spam Policy is a breach of this Agreement. MSC
may use filtering technology or other measures in its efforts to stop unsolicited
bulk e-mail and unsolicited commercial e-mail, and if your use of the MSC Web Sites
includes e-mail related services, then such filtering technology or other measures
may block, either temporarily or permanently, some e-mail sent to you through the
MSC Web Sites even if such e-mail does not violate the Anti-Spam Policy.
6. MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING
For materials you post or otherwise provide to MSC related to the MSC Web Sites
(a "Submission"), you grant MSC permission to (1) use, copy, distribute,
transmit, publicly display, publicly perform, reproduce, edit, modify, translate
and reformat your Submission, each in connection with the MSC Web Sites, and (2)
sublicense these rights, to the maximum extent permitted by applicable law. MSC
will not pay you for your Submission. MSC may remove your Submission at any time.
For each Submission, you represent that you have all rights necessary for you to
make the grants in this section. To the maximum extent permitted by applicable law.
Your use of any software associated with the MSC Web Sites will be governed by the
terms and conditions of the end user license agreement ("EULA") accompanying
8. INFORMATION AVAILABLE FROM THE MSC WEB SITES MSC
and its suppliers do not warrant or guarantee the accuracy or timeliness of any
information available from the MSC Web Sites . MSC and its suppliers do not authorize
the use of information available from the MSC Web Sites, for any purpose other than
your personal use, and prohibit to the maximum extent allowable the resale, redistribution,
and use of this information for commercial purposes.
9. MSC MAKES NO WARRANTY
MSC PROVIDES THE MSC WEB SITES "AS IS," "WITH ALL FAULTS" AND
"AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE MSC PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS
OR IMPLIED. THE MSC PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS,
STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY,
TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES
OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES
OR CONDITIONS THAT ACCESS TO OR USE OF THE MSC WEB SITES WILL BE UNINTERRUPTED OR
ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
10. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY
IN NO EVENT WILL ANY MSC PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION
ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT
OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE MSC WEB SITES,
EVEN IF SUCH MSC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
EXCLUSION OF DAMAGES UNDER SECTION 10 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND
SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE
DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER
THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE,
OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE
NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE MSC WEB SITES,
YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE
OR CLAIM WITH OR AGAINST ANY MSC PARTY WITH RESPECT TO THIS AGREEMENT OR THE MSC
WEB SITES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MSC WEB
11. CHANGES TO THE MSC WEB SITES; ADDITIONAL LIABILITY LIMITATION THE MSC PARTIES
MAY CHANGE THE MSC WEB SITES OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR
As you use the MSC Web Sites, you should expect to receive, access or use information,
materials, graphics, software, data and content (collectively, "Content")
originated by MSC and persons other than MSC (any such person is referred to as
a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10,
YOU ACKNOWLEDGE AND AGREE THAT THE MSC PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR
(1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE,
INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2)
ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE
GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT MSC IS NOT RESPONSIBLE
OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS
TO OR USE OF THE MSC WEB SITES, (2) ANY INCOMPATIBILITY BETWEEN THE MSC WEB SITES
AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES
YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR
TRANSACTIONS IN CONNECTION WITH THE MSC WEB SITES IN AN ACCURATE OR TIMELY MANNER,
OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH
YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THOUGH LINKS CONTAINED ON
THE MSC WEB SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 9, 10
AND 11 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU
UNDER APPLICABLE LAW.
ACCESS RESTRICTION MSC may terminate this Agreement, or terminate or suspend your
access to the MSC Web Sites at any time, with or without cause, with or without
notice. Upon such termination or suspension, your right to use the MSC Web Sites
will immediately cease. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU
HAVE STORED ON THE MSC WEB SITES MAY NOT BE RETRIEVED LATER.
13. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
If this Agreement is with MSC, claims for enforcement, breach or violation of duties
or rights under this Agreement will be adjudicated under the laws of the State of
Ohio, without reference to conflict of laws principles. If this Agreement is with
a MSC affiliate, claims for enforcement, breach or violation of duties or rights
under this Agreement will be adjudicated under the laws of the place of incorporation
for such MSC affiliate, without reference to conflict of laws principles. All other
claims, including, without limitation, claims under or for violation of consumer
protection laws, unfair competition laws, and in tort, will be adjudicated under
the laws of your state of residence in the United States, or, if you reside outside
the United States, under the laws of the country to which the subject MSC Web Sites
are directed. If this Agreement is with MSC, you hereby irrevocably consent to the
exclusive jurisdiction and venue of state or federal courts in Summit County, Ohio,
USA in all disputes arising out of or relating to the use of the MSC Web Sites.
If this Agreement is with a MSCaffiliate, you hereby consent to the exclusive jurisdiction
and venue of the courts located in the place of incorporation for such MSC affiliate
in all disputes arising out of or relating to the use of the MSC Web Sites.
14. INTERPRETING THE AGREEMENT; ASSIGNMENT
If any part of this Agreement is determined to be invalid or unenforceable pursuant
to applicable law, then the invalid or unenforceable provision will be deemed superseded
by a valid, enforceable provision that most closely matches the intent of the original
provision and the remainder of this Agreement will continue in effect. MSC may assign
this Agreement, in whole or in part, at any time with or without notice to you.
You may not assign this Agreement, or assign, transfer or sublicense your rights,
if any, in the MSC Web Sites. Except as expressly stated herein, this Agreement
constitutes the entire agreement between you and MSC with respect to the MSC Web
Sites and it supersedes all prior or contemporaneous communications and proposals,
whether electronic, oral or written, between you and MSC with respect to the MSC
Web Sites. The section titles in the Agreement are solely used for the convenience
of the parties and have no legal or contractual significance.
15. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM
YOU AND MSC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MSC
WEB SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE,
SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
16. COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS
All contents of the MSC Web Sites are Copyright © 2004 Merchant Service Center
and/or its suppliers, 1324 S. Cleveland Massilon Rd., Copley, OH 44321 U.S.A. All
rights reserved. Merchant Service Center, MSC, Merchant Service Center logo (Swoosh),
and/or other MSC products and services referenced herein may also be either trademarks
or registered trademarks of MSC in the United States and/or other countries. The
names of actual companies and products mentioned herein may be the trademarks of
their respective owners. The example companies, organizations, products, domain
names, e-mail addresses, logos, people, places and events depicted herein are fictitious.
Any rights not expressly granted herein are reserved.
17. FOR INFORMATION REGARDING THE MSC PRIVACY STATEMENT
Merchant Service Center, a wholly owned subsidiary of iPayment, Inc., is a registered ISO/MSP of Wells Fargo Bank, N.A., Walnut Creek, CA ***
American Express and Discover require separate approval ***