Terms and Conditions
Transactions Plus Terms of Service
All customers agree to the following terms and conditions. PLEASE READ CAREFULLY. BY INDICATING YOUR ACCEPTANCE, YOU ARE AGREEING THAT YOU OR YOUR COMPANY OR OTHER ENTITY YOU REPRESENT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICES.
Customer Service Agreement
This Customer Service Agreement (this "Agreement") is by and between Transactions Plus, and you or the company or other entity you represent acknowledging this Agreement ("Customer").
1. Provision of Service.
(a) Transactions Plus will provide Customer access to Transactions Plus's Internet-based service (the "Service") which will permit the processing, retrieval, and transmission of transaction data submitted by Customer (the "Customer Data") pursuant to the terms of this Agreement. Transactions Plus reserves the right at any time and in its sole discretion to change Service features and functionality, as well as the terms and conditions of this Agreement. Such modification of the Service and amended terms and conditions of this Agreement will be effective immediately and incorporated into this Agreement. Your continued use of the Service thereafter will be deemed acceptance of such changes.
(b) Customer is responsible for its own compliance with this Agreement, including without limitation the compliance of its employees, officers, agents, and any third party Customer invites to participate in the Service.
2. Fees, Payments & Refunds.
(a) Customer's use of the Service will result in fees as set forth on Transactions Plus. The Service fees and charges may be changed by Transactions Plus from time to time by sending Customer notification, in electronic, paper or any other form, or by posting an updated fee schedule on Transactions Plus thirty (30) days prior to changes. Customer agrees that Transactions Plus will require payment through paypal each month. Customer will be notified of any credit card billing failure via electronic mail, invoice, or any other means available to Transactions Plus, and agrees to pay on all amounts due within thirty (30) days of receipt of such notice that have not been disputed specifically in writing. Customer will be liable for attorneys' and collection fees arising from Transactions Plus's efforts to collect unpaid balances.
(b) The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
(c) All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
3. Limitations on Use of Service and Service Software.
(a) As used herein, "Software" refers to any software incorporated into the Service. Customer will not, and will not permit, assist, or allow others to, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the Software or its source code. Customer will not modify or attempt to modify the Software or sublicense or charge others to use or access the Software or the Service. Customer will not use the Software or the Service in any way not expressly authorized by this Agreement. Customer shall have no right, title or interest in and to the Software which rights of ownership will always be held by Transactions Plus.
(b) Customer acknowledges that the Services is not intended for permanent storage and agrees not to use the Service for archiving or back-up purposes. Customer will not store "mission critical" data on the Service, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.
(c) From time to time, Transactions Plus may add new features to the Service that are described as "beta" ("Beta Features"). Customer acknowledges that Beta Features may be untested, non-functional, and/or partly functional features of the Service. If Customer elects to use a Beta Feature, it does so at its own risk. Notwithstanding the provisions of the first sentence of Section 5(a), Transactions Plus does not warrant that the Beta Features will be provided with due care. Customer will back-up all data it adds to the Beta Features and will not rely upon the functionality of the Beta Features for any purpose whatsoever. Except as specifically provided in this Section 3(c), the Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features.
(d) Customer may not use the Service (i) in violation of this Agreement; (ii) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (iii) to violate any law, statute, ordinance or regulation; (iv) to store or post defamatory, inflammatory, trade libelous, threatening, or harassing data; (v) to store or post obscene, pornographic or indecent content or data; or (vi) to introduce or propagate any unauthorized data, malware, viruses, worms, Trojan horses, spyware, worms, other malicious or harmful code. Customer may not use the Service in any application that may involve risks of death, personal injury, property damage or environmental damage. Customer may not interfere with or attempt to interfere with or disrupt the integrity, security, functionality or proper working of the Service. Customer may access the Service only through the interfaces and protocols provided or authorized by Transactions Plus. Customer may not compile or use the Transactions Plus provided materials or any other information obtained through the Service or the Transactions Plus website for the purpose of unsolicited direct marketing, spamming, unsolicited contacting of customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.
4. Security, Privacy, and Access.
(a) Each party will promptly notify the other of any unauthorized access to or use of Customer Data or passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access.
(1) Pursuant to the terms of Section 5 below, Transactions Plus will not be liable for any damages (direct, incidental or consequential of any kind) incurred by Customer arising out of or related to use of the Service, including without limitation in connection with any unauthorized access to or disclosure of Customer Data, resulting from the actions of Customer, any third party, or from the failure of electronic or other security measures.
(b) Transactions Plus has no obligation to monitor the Service. Transactions Plus has the right to monitor the Service and to disclose any information arising out of it, including without limitation Customer Data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect Transactions Plus or its customers. Transactions Plus may remove or refuse to post any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of this Agreement, or otherwise unacceptable. However, Transactions Plus has no obligation to remove any such materials.
(c) Customer will not use the Service to transmit or store any data that may be considered obscene or pornographic, that contains defamatory material, or that violates federal, state, or local law.
(d) Customer will not disclose any account passwords to any third party not authorized to use the Service.
5. General Representations and Warranties.
(a) Each party hereto represents and warrants that (i) it has the full right, power and authority (including corporate right, power and authority, as applicable) to enter into this Agreement, (ii) the acceptance of this Agreement and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound, and (iii) when accepted this Agreement will constitute the legal, valid and binding obligation of such party, in accordance with its terms.
(b) In connection with the subject matter of this Agreement, Customer agrees to comply with all applicable federal and state laws and regulations.
(c) Customer represents, warrants and covenants: (i) that Customer is solely responsible for its Customer Data, including without limitation, the security of such Customer Data; (ii) that Customer has the necessary rights and licenses, consents, permissions, waivers and releases to use its Customer Data.
(d) Customer represents and warrants that: (i) the information Customer provides in connection with registering for the Service is accurate, complete and in compliance with the requirements hereunder; (ii) if Customer is registering for the Service as an individual, that Customer is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement; and (iii) if registering for the Service as an entity or organization, (1) such entity or organization is duly authorized to do business in the country or countries where it operates, (2) the individual accepting this Agreement and completing the registration for the Service on behalf of the Customer meets the requirements of clause (d)(ii) above and is an authorized representative of such entity or organization , and (3) the employees, officers, representatives and other agents of such entity or organization accessing the Service are duly authorized to access the Service and to legally bind such entity or organization to this Agreement.
6. No Warranty; Limitation of Liability.
(a) Transactions Plus MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE SERVICE AND PERFORMANCE THEREOF, AND WITH RESPECT TO THE SERVICE AND Transactions Plus's PERFORMANCE UNDER THIS AGREEMENT, SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Transactions Plus DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE.
(b) With respect to Defense Contract Audit Agency (DCAA) compliance issues, due to the evolving nature of federal regulations, Transactions Plus cannot make, and DOES NOT MAKE, any warranty, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, that the Service will be DCAA compliant and Customer is encouraged to seek advice and proper counsel from persons specializing in DCAA audit and compliance matters to insure Customer compliance with DCAA requirements.
(c) Furthermore, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION Transactions Plus's NEGLIGENCE, WILL Transactions Plus BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO THE USE OR INABILITY TO USE THE SERVICE.
(d) IN NO EVENT WILL Transactions Plus's TOTAL LIABILITY FOR ANY DAMAGES, LOSSES, CAUSES OF ACTION, AND RELATED ATTORNEY FEES, WHETHER ARISING IN CONTRACT, TORT, OR EQUITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, EITHER JOINTLY OR SEVERALLY, EXCEED THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER TO Transactions Plus IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE.
(e) Transactions Plus is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Service. Transactions Plus is not liable for the loss of any Customer Data.
(f) Customer's sole and exclusive remedy, if it is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of Transactions Plus is to discontinue using the Service.
Customer will indemnify and hold harmless Transactions Plus and its affiliates, employees, officers, directors, agents, licensors, successors and assigns from all damages and liability, including without limitation reasonable attorneys' fees, incurred as a result of:
(a) Customer's violation of its obligations under this Agreement,
(b) the negligent or willful acts of Customer, or
(c) the violation by Customer of Transactions Plus's or any third party's rights, including without limitation privacy rights, other property rights, trade secret, proprietary information, trademark, copyright, or patent rights, and claims for libel, slander, or unfair trade practices in connection with the use or operation of the Service. Customer's obligation to indemnify will survive the expiration or termination of this Agreement by either party for any reason.
8. Termination and Cessation of Service.
(a) Either party may terminate this agreement at any time. The following obligations will survive the termination of the Agreement for any reason: (i) indemnification obligations set forth in Section 7 above; (ii) obligations to make payments of amounts that become due under this Agreement before termination; and (iii) any other provision hereof where the context of such provision indicates an intent that it will survive the term or termination of this Agreement.
(b) Transactions Plus may deny or may temporarily suspend Customer access to all or part of the Service without notice if Transactions Plus believes, in its sole discretion, that Customer may have violated any of the terms of this Agreement.
9. Interruption of Service.
(a) Transactions Plus WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF, THE SERVICE, including without limitation interruptions or defects due to inability to access the Internet or any part thereof, equipment modifications, upgrades, relocations, or repairs. No reduction of payments will be made in the case of temporary interruption of or defects in transmission of the Service.
(b) Transactions Plus will not be liable for interruption of or delays in transmission of the Service caused by acts of God, fire, water, riots, acts of Government, acts or omissions of Internet backbone providers, or any other causes beyond Transactions Plus's control.
(a) This Agreement constitutes the entire Agreement between Transactions Plus and Customer regarding the subject matter hereof and expressly supersedes any prior or contemporaneous written or oral agreements between the parties regarding the subject matter hereof, including without limitation any offer, purchase order, or other similar instrument in writing. This Agreement may not be amended, altered, or changed except by a written agreement signed by the duly authorized representatives of both parties.
(b) In the event that any provision of this Agreement is held to be unenforceable, such provision will be construed as nearly as possible to reflect it original intent and the remainder of this Agreement will remain in full force and effect.
(c) Customer's rights in this Agreement are personal and are not assignable. Transactions Plus may assign its rights and obligations under this Agreement to third parties.
(d) Transactions Plus is controlled, operated and administered by Transactions Plus primarily from its offices within the USA. Transactions Plus makes no representation that materials at Transactions Plus are appropriate or available for use at other locations outside of USA and access to them from territories where their contents are illegal is prohibited. Customer may not use Transactions Plus or export the Materials in violation of USA export laws and regulations. If Customer accesses Transactions Plus from locations outside of USA, Customer is responsible for compliance with all local laws.
(f) If for any reason an arbitration panel or a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effectuate the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
(h) The remedies provided in this Agreement and at law or in equity are cumulative and not exclusive. The failure by either party to exercise any right or remedy under this Agreement or otherwise available at law or in equity will not be deemed a waiver of any subsequent right or remedy.
(i) No person or entity who is not a party to this Agreement will derive any rights whatsoever hereunder as a third party beneficiary of this Agreement.
The parties acknowledge that they have read the terms and conditions of this Agreement and hereby agree to be bound thereby. This Agreement will become effective upon Customer's acceptance by electronic acknowledgment on Transactions Plus.