TERMS OF USE
WEB SITE USER AGREEMENT
These Terms of Use – Web User Agreement (this “Agreement”) is a binding contract between you and Paydici, Inc., a Delaware corporation (“Paydici”). This Agreement governs your use of the Paydici web site (http://www.paydici.com) (the “Web Site”).
1. Acceptance of Terms.
1.1 Binding Contract. PLEASE READ THIS ENTIRE AGREEMENT. THIS AGREEMENT IS A BINDING CONTRACT BETWEEN YOU AND PAYDICI CONTAINING IMPORTANT LEGAL RIGHTS AND OBLIGATIONS.
1.2 Use and Assent. Your continued use of the Web Site indicates your acknowledgement that you have read this Agreement in its entirety and that you assent without limitation or qualification to be bound by and comply with its terms. You agree that all uses of the terms “you” and “your” apply directly to you, independent of your intent, purpose or status on the Web Site. If you do not wish to be bound by and comply with the terms of this Agreement, do not use this Web Site.
1.3 Changes to Agreement. Paydici reserves the right to make, at its sole discretion, any changes, modifications, additions or deletions to all or portions of this Agreement at any time. Paydici recommends that you review this Agreement frequently. If Paydici makes a material change to this Agreement, Paydici will notify you by standard mail or e-mail, or by presenting notice on login to your user acount. The changes will not be effective as to you until notice has been provided and you have assented to the change through continued use of the Web Site after the notice. You agree to be bound by all of the terms of this and all future versions of this Agreement; provided, that the notice has been given, and for as long as you use the Web Site. You agree that your exclusive remedy in the event that Paydici makes changes to this Agreement will be to terminate and immediately discontinue your use of the Web Site and the services and related software products offered through the Web Site.
2. Description of Services.
2.1 Services. Through the Web Site, Paydici provides online payment capabilities (the “Service”). Unless explicitly stated otherwise, any new features that augment or enhance the Web Site or the Service will be subject to the terms and conditions of this Agreement.
2.2 Responsibility for Access. In order to access the Web Site and use the Service, you must obtain, at your own expense, access to the Internet, either directly or indirectly through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide, at your own expense, all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.
3. Privacy Policy. Your Personal Information, which is defined in the Privacy Policy (http://www.paydici.com/about/privacy), and which is collected by Paydici is subject to the terms of the Privacy Policy. By using the Web Site, you acknowledge that you have read the Privacy Policy and consent to the terms and conditions contained in such policy. For more information, please see the full Privacy Policy (see link above). Paydici does not knowingly collect information from children under the age of 13. If you are under the age of 13, do not use the Web Site nor provide Paydici with any Registration Data.
3.1. Electronic & Paper Communication. You agree to receive paper and electronic communications from us. By consenting to this agreement, you acknowledge that Paydici intends to conduct business with you by paper and electronic means, with regards to the delivery of all terms and conditions, notices and disclosures or any other documents that may be required during the business relationship between you and Paydici. This includes, but is not limited to, statement notifications, payment confirmations, returned item notices and privacy policies.
4. Your Registration Obligations. In order to access the Service, you will be required to register on the Web Site (“Registration”). Your Registration will entitle you to use the Service. In connection with such Registration process, you may be requested to provide: (a) true, accurate, current and complete information about yourself (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You may update your Registration Data on the Web Site. If you provide any Registration Data that is untrue, inaccurate, not current or complete, or Paydici has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or complete, Paydici has the right, in its sole discretion, to suspend or terminate your use of the Service by blocking your registration account and refusing any and all future use of the Web Site or the Service (or any portion thereof).
5. Account, Password and Security. If you obtain a Registration, as described above in Section 4, you will choose a password and account username during the Registration process. You are responsible for maintaining the confidentiality of your password and account username, and are fully responsible for all activities that occur in association with your password or account username. You agree to (a) immediately notify Paydici of any unauthorized use of your password or account username or any other breach of security, and (b) ensure that you exit from your account at the end of each session so as to prevent any unauthorized use of your account by anyone who may use your computer after you. Paydici will not be liable for any loss or damage arising from your failure to comply with this Section 5. Paydici will act as though any communication it received under your password and account username will have been made by you. Paydici reserves the right to remove or rename any account username that contains offensive or potentially offensive language or meaning.
6. User Content and Conduct. All information, data, text, or other materials that you provide at the Web Site in connection with use of the Service (“User Content”), whether publicly posted or privately transmitted, are your sole responsibility. This means that you, and not Paydici, are entirely responsible for all User Content that you provide, upload, post, e-mail or otherwise transmit via the Web Site. Paydici does not control the User Content provided by you and any other users or registered user of the Web Site and, as such, does not guarantee the accuracy, integrity or quality of such User Content. Under no circumstances will Paydici be liable in any way for any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, e-mailed or otherwise transmitted via the Web Site.
7. Transfer. The resale or transfer of the Service and any related products is not permitted, unless specifically permitted and documented in a written agreement. Any attempt to transfer your password and account username or registration or to allow others to use or make use of the Service shall be null and void and is grounds for immediate termination of your registration.
8. Unacceptable Conduct. You agree that Paydici may at any time, and at its sole discretion, terminate your registration without prior notice to you if it suspects you have violated any of the above provisions, or for other reasons that Paydici deems to necessitate such termination. Further, you agree that Paydici shall not be liable to you or any third party for any termination of your access to the Web Site or the Service.
9. System and Network Security.
9.1 Restrictions. In order to protect the security and integrity of the Web Site or the Service, you may not (and you agree that you will not):
(a) Circumvention. Attempt to circumvent user authentication or security of any host, network, or account (“cracking”). This includes, but is not limited to, accessing data not intended for you, unauthorized use (or attempted unauthorized use) of any machines or networks, logging into a server or account that you are not expressly authorized to access, falsifying header information or your registration information, monitoring or scanning the networks of others without permission.
(b) Interference. Attempt to interfere with service of any other user, host or network (“denial of service attacks”). This includes, but is not limited to “flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host.
(c) Use Programs. Use any kind of program, script, or command, or send messages of any kind, designed to interfere with another user’s session, via any means, locally or through the Internet.
(d) Violate Law. Use Paydici’s network, machines or the Web Site or the Services in any manner that violate any applicable law, regulation, treaty or tariff.
9.2 Liability. Any person who violates the above-listed systems or network security provisions may incur criminal or civil liability. Paydici will cooperate fully with investigations of violations of systems or network security provisions at other web sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.
10. Dealings with Third Parties. Your correspondence or business with, or participation in promotions of, third-party supporters or advertisers found on or through the Web Site, including payment and delivery of related goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Paydici shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such supporters on the Web Site. Paydici does not represent or endorse the accuracy or reliability of any information or content contained on, distributed through, linked to or from, or downloaded or accessed from the Web Site, nor the quality of any third-parties’ products or services. References to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by Paydici.
11. Links. The Web Site may contain links to third-party web sites. These links are provided solely as a convenience to you and not as an endorsement by Paydici of the contents on such third-party web sites. Paydici has no control of third-party web sites and does not make any representations regarding the content, accuracy or reliability of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk. Paydici shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party web site or any goods or services available on or through any such web site or resource.
12. Disclaimer of Warranties. Paydici MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE OR THE SERVICE. THE USE OF THE SITE OR THE SERVICE IS AT YOUR OWN RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Paydici, TO THE FULL EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OF IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Paydici MAKES NO WARRANTY THAT: (a) THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, (b) THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR SERVICE WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS RELATING TO THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Paydici OR THROUGH OR FROM THE SITE OR THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Paydici MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE OR THE SERVICE. Paydici, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OF IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL Paydici BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSS, OR LOSS OF DAMAGE TO ANY SOFTWARE OR HARDWARE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, EVEN IF Paydici OR Paydici’s AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, MISUSE, INABILITY TO USE OR RELIANCE ON THE SITE OF THE DESTINATIONS REACHABLE THROUGH OR BECAUSE OF THE SITE OR SERVICE OR THE INFORMATION, MATERIALS, CONTENT OR PRODUCTS CONTAINED IN, ACCESSED THROUGH, OR AVAILABLE ON THE SITE OR THE SERVICE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Paydici WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING TO THE USE OF THE SITE OR THE SERVICE EXCEED THE COMPENSATION, IF ANY, YOU PAID Paydici FOR ACCESS TO THE SITE OR THE SERVICE OR ANY PORTION THEREOF.
IMPORTANT NOTE: SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR HOW LONG THEY LAST, OR THE EXCLUSIONS OR LIMITATIONS OF INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, SO THAT SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.
14. Force Majeure. Without limiting any of the foregoing, under no circumstances shall Paydici be liable for any delay or failure in performance which is directly or indirectly caused by or arises from forces beyond its reasonable control, including but not limited to, acts of God or nature (such as fires, floods, earthquakes or storms), accidents, war, explosions, riots, civil disturbances, labor shortages, labor strikes, labor disturbances, non-performance of third parties, governmental action, governmental interference, embargoes, orders of foreign or domestic courts or tribunals, Internet failures, power failures, computer equipment failures, telecommunications equipment failures or unsatisfactory performance by heating, ventilation or air conditioning systems.
15. Indemnity. By using the Web Site or the Service, you agree to indemnify Paydici and its parents, subsidiaries, affiliates, directors, officers, consultants, agents, and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees arising from your use of the Web Site or the Service or from your breach of this Agreement.
16. Intellectual Property.
16.1 Copyright and Content. By accepting this Agreement, you agree that all Company Content (defined below) is the sole property of Paydici who shall retain all right, title and interest in and to the Company Content, which may not be reproduced without prior written consent of Paydici. The Web Site and the Company Content are protected by U.S. and international copyright law and conventions. Paydici reserves all rights not expressly granted to you by this Agreement. All Company Content on the Web Site is the sole and exclusive property of Paydici or its licensors. You agree that you will preserve and honor any copyright or other notices included in any Company Content that you may download from or through this Web Site. Under no circumstances are you allowed to copy (other than temporary copies that may appear in or be created by your browser and one copy you may make for your personal use), distribute, publish, perform, display, transmit, modify, create derivative works of, sell, license or transfer in any way, exploit for any commercial purposes any of the Company Content by any means now known or later developed or incorporate or display such in any form, medium or technology by any means now known or later developed.
16.2 Rights of Others. Paydici respects the intellectual property rights of others, and Paydici asks you and all other users of the Web Site to do the same. If you believe the Web Site contains any work that infringes on the copyright of another, please provide Paydici with a notice containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed upon; (c) a description of where the material that you claim is infringing is located on the Web Site; (d) your address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement made by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
16.3 Company Content. For purposes of this Agreement, “Company Content” means any and all data, information, compilations, text, forms, articles, messages, chat, code, files, software, programs, digital downloads, photographs, pictures, graphics, images, logos, videos, music, sounds, audio clips, material, content, products, services, functionality, and any other materials be they digital, analog, and any other material, be it tangible or intangible, or services found in or through any Internet resource, and all proprietary information on the Web Site that belongs to Paydici or its licensors.
17. General Information.
17.1 Severability. If any provision in this Agreement or the documents it incorporates by reference is invalid or unenforceable under applicable law, it will be enforced to the furthest extent possible and the remaining provisions will continue in full force and effect.
17.2 Survival. All provisions of this Agreement which impose obligations continuing in their nature shall survive the termination or expiration of this Agreement, including but not limited to, provisions for indemnity, limits on liability and licenses.
17.3 Assignment. At Paydici’s sole discretion this Agreement and all documents that it incorporates may be assigned to a third party in the event of a merger or acquisition. Subject to the Privacy Policy, you agree that all information provided by you to Paydici, including Registration Data or Personal Information (as defined in the Privacy Policy), may be transferred to Paydici’s successor or assign.
17.4 Governing Law. This Agreement, your rights and obligations, and all actions contemplated by this Agreement will be governed by the laws of the United States of America and the State of Oregon (without regard to its conflict of law provisions), as if the Agreement were a contract wholly entered into and wholly performed in Multnomah County, Oregon, independent of your actual state or country of residence. Any dispute, controversy or claim arising out of or relating to this Agreement whether at law or in equity will be resolved exclusively in the federal or state courts located in Portland, Multnomah County, Oregon and you hereby irrevocably and unconditionally consent to the exclusive jurisdiction and venue of such courts.
17.5 Waiver. The failure of Paydici to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. For any waiver to be effective between you and Paydici, it must be in writing and signed by the parties.
17.6 Time Limitation on Actions. You agree that any claim or cause of action arising out of or related to use of the Web Site or the Service must be filed within one year after such claim or cause of action arose or be forever barred.
17.7 Violations. If you violate this Agreement your access to the Web Site and the Service may be terminated without any refund, if applicable, at Paydici’s sole and absolute discretion. Any payments from you will become immediately due.
Please report any violations of this Agreement to abuse@paydici.com.
Change Log
- May 22, 2015: Added section 3.1. Electronic & Paper Communication.