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This User Agreement (this "Agreement") dated today is made by
and between Check Savers, LLC, a Florida corporation whose
address is 206 Apollo Beach Blvd Apollo Beach, FL 33572 ("CheckSavers"),
and You ("User").
A. Whereas Check Savers is a provider of Internet Payment
Services ("Services");
B. Whereas User desires to use the Services for the purpose of
making a payment to an Internet merchant; and
C. This Agreement contains the complete terms under which Check
Savers has agreed to provide Services to the User.
NOW THEREFORE, CheckSavers AND USER AGREE AS FOLLOWS:
1. Products and Services Offered By Check Savers
Check Savers offers products and Services. When you obtain a
product or service from Check Savers, you accept the specific
agreement applicable to that product or service. Your use of any
such product or service offered by Check Savers is governed by
the terms and conditions in the agreement for that product or
service. Except as provided in that agreement, Check Savers does
not warrant that any product descriptions or content contained
in this Web Site ("Site") is accurate, current, reliable,
complete or error-free.
2. Copyright Information
The Services and the content within the Site are the property of
Check Savers or its suppliers and are protected by United States
copyright laws and international treaty provisions. The
compilation, organization and display of the content as well as
all software and inventions used on and in connection with the
Services are the exclusive property of Check Savers. Check
Savers reserves all rights in the Services and its content not
specifically granted in any agreements with Check Savers or in
the Terms of Use.
3. Trademark Information
Check Savers and other marks indicated on our Site are
registered trademarks of Check Savers, LLC. in the United States
and/or other countries. Other Check Savers marks, graphics,
logos, page headers, button icons, scripts noted on the Site are
Check Savers' service marks, trademarks and trade dress and are
the sole and exclusive property of Check Savers. Check Savers'
service marks, trademarks and trade dress may not be used in any
manner that is likely to cause confusion among customers, in any
manner that disparages or discredits Check Savers and in
connection with any service or product that is not sponsored,
endorsed or produced by Check Savers. All other trademarks not
owned by Check Savers or its subsidiaries that appear on this
Site are the property of their respective owners, who may or may
not be affiliated with, connected to, or sponsored by Check
Savers or its subsidiaries.
4. Privacy Statements
Because we respect your right to privacy, we have developed a
Privacy Policy to inform you about our privacy practices. Please
view the Privacy Policy applicable to the specific Services you
are Using.
5. Third Party Web Services and Information
The Site may provide hyperlinks to third party Web Sites or
access to third party content. Check Savers does not control,
endorse, or guarantee content found in such Sites. You agree
that Check Savers is not responsible for any content, associated
links, resources, or services associated with a third party
Site. You further agree that Check Savers shall not be liable
for any loss or damage of any sort associated with your use of
third party content. Links and access to these Sites are
provided for your convenience only.
6. Disclaimer
EXCEPT AS EXPRESSLY STATED IN AN AGREEMENT BETWEEN YOU AND Check
Savers, ALL CONTENT, SERVICES, PRODUCTS AND SOFTWARE PROVIDED ON
THIS WEB SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED. Check Savers AND ITS SUPPLIERS AND
LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING,
WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NO INFRINGEMENT. YOU ARE SOLELY
RESPONSIBLE FOR THE APPROPRIATENESS OF THE SITE, ITS CONTENT,
AND THE PRODUCTS AND SERVICES OFFERED BY Check Savers ON THE
SITE FOR YOUR INTENDED APPLICATION AND USE. Check Savers DOES
NOT WARRANT THAT THE SITE, ITS CONTENT, OR THE PRODUCTS AND
SERVICES IT OFFERS ON THE SITE MEET YOUR REQUIREMENTS. SUBJECT
TO THE TERMS OF ANY AGREEMENT BETWEEN YOU AND Check Savers,
Check Savers, ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE
FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR
PUNITIVE DAMAGES, EVEN IF Check Savers, ITS SUPPLIERS OR
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS,
EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT
HAVE ADDITIONAL RIGHTS.
7. Indemnity
You agree to defend, indemnify, and hold harmless Check Savers,
employees, attorneys and agents ("Indemnitees") against all
claims, expenses, liabilities, losses, costs and damages,
including reasonable attorney's fees, that the Indemnitees may
incur (i) in connection with your use of the Services or any
hyperlinked Web Site or (ii) resulting from content you supply.
8. Applicable Laws
All matters relating to your use of the Services shall be
governed by U.S. federal law or the laws of the States of where
the specific Web Site you are Using is hosted without regard to
its conflict of law principles. Any legal action or proceeding
relating to your access to or use of the Services shall be
instituted in a state or federal court in the jurisdiction in
which the specific Web Site you are Using is hosted.
9. Severability
If there is a determination that any provision of these Terms of
Use is invalid or unenforceable, that determination will not
affect the rest of the Terms of Use and the Terms of Use shall
be deemed amended to the minimum extent necessary to make them
valid and enforceable.
10. Survival
Any failure by Check Savers to enforce any of its rights under
the Terms of Use or applicable laws shall not constitute a
waiver of such right. If any provision of the Terms of Use is
found by a court of competent jurisdiction to be invalid, you,
Check Savers, and the court shall endeavor to give effect to the
intent reflected in that provision, and the remaining Terms of
Use provisions shall retain their full force and effect.
11. Export
United States and foreign export control laws regulate the
export and re-export of technology originating in the United
States and such foreign countries. You will abide by these laws
and regulations as applicable and will not transfer, directly or
indirectly, by electronic transmission or otherwise, any content
or software from the Check Savers Site to or from any countries
or foreign nationals in violation of such laws or regulations.
12. No Relationship
www.CheckSavers.com is operated by Check Savers, Inc. and not the
various merchants and financial institutions that use Check
Savers products or services. None of the terms of any agreement
between a Check Savers account holder and any financial
institution including those that issued his/her credit or debit
card has any effect on or relation to these Services Terms.
13. Service Documentation
The "Service Documentation" includes:
(a) A service description for each Service to be performed;
(b) A "Check" form which will act as a purchase order for each
Service requested by the User;
(c) This Agreement;
(d) User guides which include software, software licenses, reset
diskettes, price schedules, specifications, instructions, and
notices;
(e) The set-up form (s) for each Service.
The Service Documentation also applies to any Service that is
provided by an affiliate of Check Savers and any Service that is
used by an affiliate or a subsidiary of User. "Check Savers"
includes each such affiliate, and "User" includes each such
affiliate and subsidiary. All terms defined in this Agreement
shall have the same meaning when used in the Service
Documentation. If there is a conflict among the documents that
make up the Service Documentation, the documents will govern in
the order set forth above. User acknowledges receiving a copy of
the Service Documentation for each Service it requested when it
entered into this Agreement.
14. Services
Check Savers and User will agree upon the Service (s) to be
provided by the User's executing and delivering a "Check" form
to Check Savers and Check Savers' acceptance of same.
15. Changes to Services
Check Savers may change (or add to) the terms and fees in the
Service Documentation at any time upon prior written
notification. If User discontinues using the affected Service
before the change becomes effective, it will not be bound by the
change. If User continues to use a Service after the change
becomes effective, it will be bound by the change.
16. Term and Termination
Unless terminated sooner in accordance with the Service
Documentation, this Agreement and all Services will continue in
effect until terminated by either party upon 30 days prior
written notice to the other party (unless a Service is
terminated sooner in accordance with the Service Documentation).
Check Savers may terminate any Service following notice to User
of a breach of any provision of the Service Documentation. Check
Savers may also terminate any Service without notice to User if
User is subject to a petition under applicable state or federal
bankruptcy law, becomes insolvent or is otherwise unable to make
its debts when due, or if Check Savers otherwise determines, in
its sole discretion, that a material adverse change has occurred
in User's ability to perform its obligations under the Service
Documentation. The termination of a Service will not affect
User's or Check Savers' rights with respect to transactions
which occurred before termination. Check Savers shall not be
liable to User for any losses or damages User may incur as a
result of any termination of any Service.
17. Service Fees
User shall pay Check Savers the fees described in the Service
Documentation and any taxes applicable to each Service, however
designated, exclusive of taxes based on Check Savers's net
income. Check Savers may debit User's account (s) with Check
Savers for any fees not covered by earnings credits and any
taxes that are due, or it may send an invoice to User for such
amounts, which User shall promptly pay. Check Savers may assess
finance charges at a rate of 1.5% per month (18% per annum) or
the highest rate permitted by law, whichever is less, on any
invoiced fees or taxes that are not paid within thirty (30) days
of the due date and shall apply payments and other reductions of
amounts owed first to unpaid interest and then to other fees and
charges.
18. Confidential Information
Unless otherwise provided in the Service Documentation, all user
guides and other written materials, source code, object code,
trademarks and other intellectual property included in the
Service Documentation provided pursuant to this Agreement
constitute Check Savers' or its vendors' confidential
information ("Confidential Information"). Check Savers or its
vendors, as applicable, will remain the sole owner of all such
Confidential Information, and User will not acquire any interest
in or rights to it as a result of User's use of any Service
except as set forth in the Service Documentation. User will
maintain the confidentiality of the Confidential Information and
will not use for any purpose (other than as specifically
contemplated by this Agreement) or disclose (or permit its
employees or agents to disclose), copy, transfer, sublicense or
otherwise make any of it available to any person or entity,
other than its employees who have a need to use the Confidential
Information in connection with the applicable Service. User
shall notify Check Savers immediately if it knows or suspects
that there has been any unauthorized disclosure, possession, use
or knowledge (each, an "Unauthorized Use") of any Confidential
Information, and if it is responsible for the Unauthorized Use,
it will, at its expense, promptly take all actions, including
without limitation initiating court proceedings to recover
possession or prevent further Unauthorized Use of the
Confidential Information and obtain redress for any injury
caused to Check Savers as a result of such Unauthorized Use. In
addition, except as permitted by applicable law, User may not
decompile, reverse engineer, disassemble, modify, or create
derivative works of any software provided pursuant to this
Agreement.
19. Third Party Networks; Use of Required Software
If Check Savers determines that any funds transfer or
communications network, Internet service provider, or other
system (s) it has selected to provide a Service is unavailable,
inaccessible or otherwise unsuitable for use by Check Savers or
User, Check Savers may, upon notice to User, suspend or
discontinue the affected Service. User shall use and maintain in
good working order (and at its own expense) software, hardware
and other equipment necessary for User to use the Service (s) in
accordance with the Service Documentation.
20. NO REPRESENTATIONS OR WARRANTIES OF Check Savers OR
SOFTWARE VENDOR
NEITHER Check Savers NOR ANY SOFTWARE VENDOR MAKES ANY EXPRESS
OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
SERVICES OR ANY SOFTWARE USED IN CONNECTION WITH THE SERVICES
INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN
THOSE EXPRESSLY SET FORTH IN THE SERVICE DOCUMENTATION.
21. Liability and Indemnification
(a) Check Savers is under no obligation to honor, in whole or in
part, any entry, file, batch release, payment order, transaction
or instruction (each, an "Order"), which (i) exceeds User's
available funds on deposit in an account with Check Savers
related to the Order, unless otherwise provided in the Service
Documentation; (ii) is not in accordance with the Service
Documentation or Check Savers' applicable policies, procedures
or practices as Check Savers may from time to time establish and
make available to User; (iii) Check Savers has reason to believe
may not have been duly authorized, should not be honored for its
or User's protection, or involves funds subject to a hold,
dispute, restriction or legal process that prevents their
withdrawal; or (iv) could result, in Check Savers's sole
discretion, in a violation of any law, rule or regulation of any
federal or state regulatory authority, including without
limitation any Federal Reserve risk control program or
guidelines such as the limitations on Check Savers's intra-day
net funds position.
(b) User shall promptly furnish written proof of loss to Check
Savers and notify Check Savers if it becomes aware of any third
party claim related to a Service. User shall cooperate fully
(and at its own expense) with Check Savers in recovering a loss.
If User is reimbursed by or on behalf of Check Savers, Check
Savers or its designee will be subrogated to all rights of User.
(c) Any claim, action or proceeding against Check Savers for
losses or damages arising from a Service, including Check
Savers's honoring or dishonoring a check covered by a Service,
must be brought within one year from the date of the act or
omission or in the case of a check from the date the check was
first paid or returned by Check Savers.
(d) Check Savers will have no liability for failure to perform
or delay in performing a Service if the failure or delay is due
to circumstances beyond Check Savers's reasonable control.
(e) Except in the case of Check Savers's gross negligence or
intentional misconduct, User shall indemnify and hold Check
Savers, its directors, officers, employees and agents harmless
from all losses or damages that arise out of (i) the performance
of a Service in accordance with the Service Documentation,
including without limitation any warranty Check Savers is
required to make to a third party in connection with a Service;
(ii) an act or omission of any agent, courier or authorized
representative of User; or (iii) if the Service includes a
license or sublicense of any software to User, the use or
distribution of the software by User or any person gaining
access to the software through User that is inconsistent with
the license or sublicense.
(f) Check Savers WILL ONLY BE LIABLE TO USER FOR ITS DIRECT
MONETARY LOSSES OR DAMAGES DUE TO Check Savers'S GROSS
NEGLIGENCE OR MATERIAL BREACH OF THIS AGREEMENT. Check Savers'S
LIABILITY TO USER WILL BE LIMITED TO AN AMOUNT NOT TO EXCEED 10
TIMES THE FEES ACTUALLY PAID BY USER TO Check Savers DURING THE
CALENDAR MONTH IMMEDIATELY PRECEDING THE CALENDAR MONTH IN WHICH
SUCH LOSS OR DAMAGES WERE INCURRED (OR, IF NO Check Savers FEES
WERE PAID IN SUCH MONTH, Check Savers FEES PAID IN THE MONTH IN
WHICH THE LOSSES OR DAMAGES WERE INCURRED). IN NO EVENT WILL
EITHER PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR
ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL (INCLUDING WITHOUT
LIMITATION COURT COSTS AND ATTORNEYS' FEES), INDIRECT, OR
PUNITIVE LOSSES OR DAMAGES, WHETHER ANY CLAIM IS BASED ON
CONTRACT OR TORT, OR WHETHER THE LIKELIHOOD OF SUCH LOSSES OR
DAMAGES WAS KNOWN TO THE OTHER PARTY AND REGARDLESS OF THE FORM
OF THE CLAIM OR ACTION.
22. General
(a) The Service Documentation is the entire agreement between
Check Savers and User and supersedes all prior representations,
conditions, warranties, understandings, proposals or agreements
regarding a Service. No course of dealing or waiver of any right
on one occasion will constitute a modification of the Service
Documentation or be a waiver of that right on a subsequent
occasion.
(b) User expressly warrants that a Service will not be used in a
manner which violates any federal or state law including without
limitation any sanction or control administered by the Office of
Foreign Assets Control or Bureau of Export Administration.
(c) Sections 4, 5, 6, 8, 9 and 10 of this Agreement will survive
termination of this Agreement.
(d) Either party may provide notice to the other party by mail,
personal delivery, or electronic transmission. Check Savers
shall use the most recent address for User in Check Savers's
records, and any notice from Check Savers will be effective when
sent. User shall use the address where User's relationship
manager is located and address any notice to the attention of
such manager. Any notice from User will be effective when
actually received by Check Savers. Check Savers will be entitled
to rely on any notice from User that it believes in good faith
was authorized by an authorized representative of User and,
except as expressly stated in the Service Documentation, shall
have no obligation to verify the signature (including an
electronic signature). Each party will have a reasonable time
after receipt of any notice to act on it.
(e) All uses of the Services through User's ID codes, passwords,
token cards, PINs, or passcodes (each, a "Code") will be deemed
to be authorized by and binding on User. User's failure to
protect Codes may allow an unauthorized party to (i) use the
Services, (ii) access User's electronic communications and
financial data, and/or (iii) send or receive information and
communications to Check Savers. Unencrypted electronic
transmissions are not secure. User assumes the entire risk for
unauthorized use of Codes and any unencrypted electronic
transmissions.
(f) User may not assign or transfer its rights or obligations
with respect to the Service Documentation without Check Savers's
prior written consent. Check Savers may assign its rights and
obligations with respect to the Service Documentation to any
successor by merger, consolidation or corporate reorganization.
(g) Unless otherwise provided in the Service Documentation, the
term "Business Day" means that part of a business day occurring
prior to the cutoff time determined in accordance with Check
Savers's applicable funds availability policy.
(h) The parties do not intend that any agency or partnership
relationship be created between them by this Agreement.
(i) This Agreement may be executed by electronic signature.
(j) User agrees to pay $25 returned item fee on each item
returned to Check Savers unpaid from User's Bank. The Returned
Item fee will be debited from the User's Bank Account
(k) User agrees to pay all returned items within 24 hours of
notification by Check Savers.
IN WITNESS WHEREOF, the parties have entered into this Agreement
as of the date of registration.
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