1. Privacy Policy.
By using this service, you are agreeing
with the Worldpay Integrated Payments, LLC Privacy Policy, which you may access and review at
Worldpay Privacy Policy, Copyright Notices, and Terms of Use
as it may be modified from time to time. You should be aware that other sites that
may be linked to this site or that you may reach through this site may have different
privacy provisions, and Worldpay Integrated Payments is not responsible for such provisions and expressly
disclaims any and all liability with respect to such provisions.
2. Limited Use.
Your right to use the services accessed
through this site is limited to use in connection with processing credit card transactions,
for lawful purposes only, in the United States. You have no other rights with respect
to use of this site or any content thereof or any other services or content accessible
through the site.
You may not copy, decompile, reverse-engineer,
disassemble, attempt to derive the source code of, modify, or create derivative
works of this site or any part thereof (except as and only to the extent that any
foregoing restriction is prohibited by applicable law). You may not use this site
or any content on this site to develop, license, sublicense or resell any product
or service that mimics, duplicates or competes with the services provided by Worldpay Integrated Payments.
In addition, (i) you shall not, without
Worldpay Integrated Payments’ express written consent, use any tradename, trademark, or brand name of
Worldpay Integrated Payments in metatags, keywords and/or hidden text; (ii) you shall not, without Worldpay Integrated Payments’
express written consent, (1) copy, distribute, modify, transmit, perform, reuse,
post, or otherwise display this site, in whole or in part, or (2) link to or commercially
exploit this site other than as specifically authorized herein. Any unauthorized
use, including the reproduction, modification, distribution, transmission, republication
or display, of this site is strictly prohibited. You do not acquire ownership rights
to any information or content viewed or accessed via this site. Except as expressly
provided herein, this grant of rights shall not be construed as conferring any license
under Worldpay Integrated Payments’ intellectual property rights, whether by estoppel, implication or
otherwise. Notwithstanding anything herein to the contrary, Worldpay Integrated Payments may revoke any
of the rights granted herein at any time without prior notice.
3. Ownership
You agree that Worldpay Integrated Payments and its licensors
own all intellectual property and proprietary rights, including patent, copyright,
trade secret, trademark and other proprietary rights, in and to this site. You acknowledge
such ownership and agree not to take any action to jeopardize, limit or interfere
in any manner with Worldpay Integrated Payments’ ownership of or rights with respect to this site. This
site and the content of this site is protected by copyright laws and international
treaty provisions.
4. Disclaimer of Warranties
You expressly acknowledge and agree that
use of this site is at your sole risk and that the entire risk as to satisfactory
quality, performance, accuracy and effort is with you. This site and the services
available through this site are provided "AS IS" and “AS AVAILABLE” with all faults
and without any warranty or indemnity of any kind. WORLDPAY EXPRESSLY DISCLAIMS ALL
WARRANTIES AND INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. WORLDPAY DOES NOT WARRANT
THAT THE FUNCTIONS OF THIS SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION
OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL
BE CORRECTED. FURTHERMORE, WORLDPAY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY WORLDPAY OR AN WORLDPAY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR INDEMNITY
OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. THIS DISCLAIMER OF WARRANTY AND
INDEMNITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THIS SITE IS
AUTHORIZED HEREUNDER EXCEPT SUBJECT TO THIS DISCLAIMER.
5. No Consequential Damages; Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW,
IN NO EVENT SHALL WORLDPAY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
ARISING OUT OF THIS AGREEMENT OR RELATED TO THE USE OF THIS SITE, REGARDLESS OF
THE FORM OF ACTION, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
STATUTE OR ANY OTHER LEGAL THEORY, EVEN IF WORLDPAY HAS BEEN NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF WORLDPAY FOR DAMAGES ARISING
OUT OF THESE TERMS OF USE OR RELATED TO THE USE OF THIS SITE, WHETHER THE BASIS
OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
STATUTE OR ANY OTHER LEGAL THEORY, EXCEED THE AMOUNT OF $50.00.The foregoing limitations
will apply even if the above stated remedy fails of its essential purpose.
6. Indemnification
You shall defend, indemnify and hold
harmless Worldpay Integrated Payments and its affiliates and their respective members, partners, shareholders,
directors, officers, employees, agents, subsidiaries, contractors and assignees,
or any of them, from and against any and all loss, claims, damages, costs, expenses,
obligations, liabilities, actions and suits, including without limitation, interest
and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement,
that may be asserted against Worldpay Integrated Payments or that Worldpay Integrated Payments shall incur or suffer that
arise out of, result from or relate to your use of this site or any services accessible
through this site.
7. General Provisions
a.
Severability. If any provision
of these Terms of Use is declared or found to be illegal, unenforceable or void,
the parties shall negotiate in good faith to agree upon a substitute provision that
is legal and enforceable and is as nearly as possible consistent with the intentions
underlying the original provision. If the remainder of these Terms of Use are not
materially affected by such declaration or finding and are capable of substantial
performance, then the remainder shall be enforced to the extent permitted by law.
b.
Governing Law and Venue. These
Terms of Use shall be subject to and governed by the laws of the State of Colorado,
other than such laws, rules, regulations and case law that would result in the application
of the laws of a jurisdiction other than the State of Colorado. Except as set forth
below, any suit to enforce any provision of these Terms of Use, or arising out of
or based upon these Terms of Use, shall be brought in, and each of the parties consents
to exclusive jurisdiction in, the United States District Court for the District
of Colorado or the District Court in and for the City and County of Denver, State
of Colorado. Each party hereby agrees that such courts shall have
in personam
jurisdiction and venue with respect to such party, and each party hereby submits
to the
in personam jurisdiction and venue of such courts. In addition to
the foregoing jurisdictions, Worldpay Integrated Payments, at its sole option, may commence suit in any
jurisdiction in which any other court otherwise has jurisdiction. A printed version
of these Terms of Use and of any notice given in electronic form shall be admissible
in judicial or administrative proceedings based upon or relating to the Terms of
Use to the same extent and subject to the same conditions as other business documents
and records originally generated and maintained in printed form.
c.
Attorney’s Fees. If any dispute
arises under these Terms of Use, the prevailing party shall be reimbursed by the
other party for reasonable legal fees and costs associated therewith.
d.
Restrictions. You may not use
this site in any manner that does not give full effect to all provisions of these
Terms of Use. No joint venture, partnership, employment or agency relationship exists
as a result of these Terms of Use or your use of this site.
e.
Other Sites. Access to and
use of any sites linked to or from this site are at your own risk. Other sites may
have terms of use, privacy provisions or other provisions that differ from these
Terms of Use, and you should review such terms and provisions carefully. Worldpay Integrated Payments
is not responsible for any terms of use, privacy provisions or other terms, conditions,
or provisions on any other site that is not owned and controlled by Worldpay Integrated Payments, and
expressly disclaims any and all liability with respect to such sites and any such
terms, conditions and provisions.
f.
Entire Agreement. These Terms
of Use constitute the entire agreement between you and Worldpay Integrated Payments with respect to this
site and supersede any prior or contemporaneous communications and proposals, whether
electronic, oral, or otherwise between you and Worldpay Integrated Payments with respect to this site.
No modification of these Terms of Use shall be effective unless agreed to in a writing
signed by an authorized officer of Worldpay Integrated Payments. Any alleged waiver of any breach of
these Terms of Use shall not be deemed to be a waiver of any future breach.