Terms Of Use:
This agreement, ("Agreement") that you are entering into with ClientPay
and ClientPay's designated third-party service providers ("Service
Providers"), is a legal document that details your rights and obligations. By
visiting this website you agree to be bound by the terms and conditions of
this Agreement. If you do not agree, please do not use or access this website.
The website and related services are offered to you conditioned upon your
acceptance without modification of these Terms of Service. From time to
time, it may be necessary for us to update or revise certain provisions of the
Terms of this Agreement. By using this Web Site or accepting the
Agreement, you agree that we may change the terms of this Agreement in
our sole discretion without specific notice to you. If you do not agree to the
changes proposed by us, or to any terms in this Agreement, your only
remedy is to cancel your use of the services offered under this Agreement.
This Agreement may be enforced by ClientPay or by the Service Provider(s).
ClientPay and the Service Provider(s) are collectively referred to in this
Agreement as "we", "us" or "our". In this Agreement, “user(s)”, "you" or
"your" means any person or entity using the Service.
1. Description of Service
We operate this website and associated web pages, which, for purposes of
the Terms of this Agreement, will be referred to as the "Web Site(s)". We
offer you access to the Web Sites, which provides you access to a collection
of resources, including, but not limited to, allow authorized users to process
credit/debit card payments on behalf of their clients (the "Service"). We offer
you access to the Web Site in exchange for your payment of fees, as
applicable, and your agreement to accept and comply with the terms,
conditions, policies and notices stated here and as may be modified by us
from time-to-time in our sole discretion without notice to you. Unless
explicitly stated otherwise, any new features or products that change,
augment or enhance the current Service shall be subject to this Agreement.
We do not have control of or liability for the products or services that are
paid for with our Service and do not guarantee that a particular user or
client will complete a transaction.
Completion of your client’s payment transaction is contingent upon the
authorization of payment by the credit/debit card company or financial
institution/bank. In the event the payment is not processed or authorized by
the card company or financial institution, ClientPay is in no way liable for
the delivery of funds related to the payment attempt.
The Service may be accessed via the Internet. It is your responsibility to meet
these requirements. Use of the Service by the Internet (i) requires access to
the Internet, (ii) requires appropriate Internet browser software, (ii) and may
require other associated hardware and/or software. We recommend that you
use a web browser that supports SSL (Secure Sockets Layer) 128-bit
encryption.Your browser should be Microsoft Internet Explorer 8.0 or above,
or Mozilla Firefox 3.0 or above.
2. General Use of the Web Site
You agree that you will not use the Web Site or the Service in whole or in
part, for any purpose that is unlawful or prohibited by this Agreement. You
agree that you will not modify, copy, distribute, transmit, display, perform,
reproduce, publish, license, create derivative works from, frame in another
web page, use on any other Web site, transfer, or sell any information,
software, lists of users, databases or other lists, products or services provided
through or obtained from the Web Site. This includes, among other
activities, that you agree not to engage in the practices of screen scraping,
database scraping, or any other activity with the purpose of obtaining lists of
users, clients or other information. You agree that you will not use the
Service in any manner that could damage, disable, overburden, or impair the
Web Site or interfere with any other party's use of the Web Site. You may not
obtain or attempt to obtain any materials or information through any means
not intentionally made available or provided for through the Web Site.
Except with our written permission, you agree that you will not access or
attempt to access password protected, secure or non-public areas of
the Web Site. Unauthorized individuals attempting to access prohibited areas of
the Web Site may be subject to prosecution. In connection with the Service,
you may not use the Service in a manner that the participating credit/debit
card companies or participating financial institution/bank reasonably
believe to be an abuse of the credit/debit card system, violates the credit
card association rules, or violates the applicable rules governing the
participating financial institution.
3. Information
Use of the Service is granted to legally authorized designees, at least 18
years old and a resident of the United States or Canada ("Authorized Users").
You must give us requested information that is current, true, accurate and
complete. You are not permitted to use this Service on behalf of another
party or use an unauthorized name. You also agree not to impersonate any
person or entity, misrepresent any affiliation with another person, entity or
association, use false headers or otherwise conceal your identity from us for
any purpose. We will treat with care the information you entrust to us in
accordance our Privacy Statement. If we find or determine that any of the
information you provide is outdated, false, inaccurate, incomplete, or
violates any other applicable privacy or confidentiality laws, agreements, or
notices, we may terminate your use of the Service immediately and for all
future use. This action on our part does not limit other remedies at law or in
equity we may pursue to recover costs, losses, or other expenses we incur as
a result of the information or lack of information you provide. We shall not
be responsible or liable for payments made in incorrect amounts because of
errors made by the user. If you use the Service, you are responsible for
maintaining the confidentiality of your personal information and for
restricting access to your computer, and you agree to accept responsibility
for all activities that occur under your account or password. You should
notify ClientPay immediately if you believe there has been unauthorized
use of your account or password or any other breach of security in
connection with the Service. We will not be liable for any actions or transfers
by any other individual that uses your user name and/or password or
identity withor without your consent or knowledge. Upon providing us with
your information, you are authorizing us, directly or through third parties, to
make any inquiries we consider necessary to confirm your information. This
may include ordering a credit report and performing other forms of credit
checks including verification against third party databases. We reserve the
right to impose daily volume or dollar amount sending limits from time to
time. Senders may not exceed this limit in any given 24 hour period. By
using this Service, you agree to allow ClientPay and/or our Service Providers
to store certain data in relation to card transactions, including but not
limited to client names, accounts, payment amounts, etc.
4. Payments
Payments will be processed promptly and submitted to the merchant account holder in a reasonable
fashion, as outlined in the merchant agreement. We make no representations or warranties regarding the
amount of time needed to complete processing, such as delays in the banking system or the U.S. mail
service; any duration listed on the website are for example purposes only. We reserve the right to hold funds
beyond the normal periods for transactions that appear suspicious or fraudulent. This may include non-
suspicious or non-fraudulent transactions within the same batch. Further detail is provided in the merchant
agreement, and this Agreement is not intended to encompass or include the entire merchant
agreement. The applicable sections in this agreement are intended to be consistent with the merchant
agreement.
5. Credit and Debit Card Transactions
The following terms apply to the extent you use the Service to process payments by credit/debit card. Your
use of the Service to process payments by credit card or debit card are subject to and in accordance with the
agreements with corresponding credit card or debit card company(s), in addition to the terms of this Agreement.
6. Restrictions
At our sole discretion, we reserve the right to restrict payment requests for any one of the following reasons
(i) Unauthorized or unusual use of your designate bank account; (ii) Transfer or receipt of fraudulent or
suspected fraudulent funds; (iii) Detection of excessive returns, disputes, reversals, or "kiting" type attempts;
(iv) Failure to cooperate in an investigation, disputes, or provide additional requested information when
requested; (v) Any noncompliance with the terms and conditions of this Agreement; (vi) Failure to confirm
ny personal or bank account information previously provided by you associated with the use of our Service;
or (vii) Insufficient funds, returns, or reversals of any kind related to your bank account. We will use
reasonable efforts to research and resolve such matters as specified above to reach a conclusion as quickly
as reasonably possible for all parties involved. In the event there is a dispute covering a specific transaction,
we may restrict the electronic funds related to that particular transaction. We may also restrict all
transactions for a designated period of time or as necessary in our sole discretion to protect ourselves
against the risk of returns or reversals
7. Fees and Charges
All fees and charges for use of this Web site are outlined in your merchant processing agreement or
gateway processing agreement.
8. Third Party Content
The Web Site may contain content and information from third party providers and/or links to their Web sites
(“third party”, "Third Party Content", or “content”). Such content is not under the control of Service Provider
or ClientPay and we are not responsible for such content, including, without limitation, any link contained
in such content, or any changes or updates to such content. We are providing such Third Party Content to
you only as a convenience, and the inclusion of such content does not imply endorsement by Service
Provider or ClientPay of such content or the affiliate. You may be subject to additional and/or different
terms, conditions, and privacy policies when you use third party services, content, software, or sites. We
reserve the right to remove content that, in our judgment, does not meet our standards, however we are not
responsible for any failure or delay in removing such material. We are not and will not be responsible for (i)
the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or
problems with any such third party's background, insurance, credit or licensing, or (iii) the quality of services
performed by any such third party or any other legal liability arising out of or related to the performance of
such services. In the event that you have a dispute with any such third party, you release ClientPay, Service
Provider and their respective affiliates, suppliers, agents and employees from any and all claims, demands
and damages (actual and consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
9. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: NO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO
ANY OTHER PARTY TOTHISAGREEMENT OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED
ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION,
NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES;
INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER
ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. UNDER NO CIRCUMSTANCES SHALL CLIENTPAY’S AND SERVICE PROVIDER'S TOTAL LIABILITY
TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS
PAID BY YOU UNDER THIS AGREEMENT TO A MAXIMUM OF ONE HUNDRED DOLLARS ($100.00)
REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR
OTHERWISE. THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. CLIENTPAY AND
SERVICE PROVIDER DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO INDEPENDENT
CONTRACTOR AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY
RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLIENTPAY AND SERVICE PROVIDER OR
ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF CLIENTPAY'S AND SERVICE PROVIDER'S OBLIGATIONS.
10. Software Licenses
ClientPay provides you with a non-exclusive, non-transferable, limited license to use ClientPay's software,
which you agree to use in accordance with this Agreement. You may not sub-license, or charge others to
use or access our software without first obtaining written permission from ClientPay. All software is owned
by ClientPay and/or its Service Providers and is protected to the maximum extent permitted by copyright
laws and international treaty provisions. Any reproduction, modification or redistribution of the software is
expressly prohibited, and may result in severe civil and criminal penalties. ClientPay's software, its structure,
sequence, organization and source code are considered trade secrets of ClientPay and its Service Providers
and are protected by trade secret laws. WITHOUT LIMITED THE FOREGOING, COPYING OR REPRODUCING
THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPORDUCTION OR REDISTRIBUTION
IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR
OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED
HEREUNDER.
11. Indemnification
You agree to indemnify, defend, and hold harmless Service Provider, ClientPay, their respective employees,
members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or
expense (including attorneys' fees, expert witness fees and cost of defense) they may suffer or incur as a
result of (i) any failure by you or any employee, or agent of you to comply with the terms of this Agreement;
(ii) any warranty or representation made by you being false or misleading; (iii) any representation or
warranty made by you or any employee or agent of you to any third person other than as specifically
authorized by this Agreement, (iv) negligence of you or your subcontractors, agents or employees, or (v) any
alleged or actual violations by you or your subcontractors, employees or agents of any governmental laws,
regulations or rules. You also agree to hold ClientPay harmless against any breach or negligence of Service
Providers who may store, capture, or transmit sensitive card data.
12. Copyright and Trademark Notices
All materials on the Web Site (as well as the organization and layout of the Web Site) are owned and
copyrighted or licensed by ClientPay, Service Provider, their affiliates or their suppliers, as applicable. All
rights reserved. No reproduction, distribution, or transmission of the copyrighted Web Site materials is
permitted without the written permission of ClientPay or Service Provider, as applicable. Any rights not
expressly granted herein are reserved. Without ClientPay's or Service Provider's, as applicable, prior
permission, you agree not to display or use in any manner, any of ClientPay's or Service Provider's
trademarks, whether registered or unregistered.
13. Intellectual Property
"Intellectual Property" means all of the following owned by a party: (i) trademarks, service marks (registered
nd unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions,
omputer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or
disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names. The
rights owned by a party in its Intellectual Property shall be defined, collectively, as "Intellectual Property
Rights." Other than the express licenses granted by this Agreement, neither Service Provider nor ClientPay,
as applicable, grant any right or license to you by implication, estoppel or otherwise to any Intellectual
Property Rights of Service Provider or ClientPay, as applicable. Each party shall retain all ownership rights
title, and interest in and to its own products and services and all Intellectual Property Rights therein, subject
only to the rights and licenses specifically granted herein. Either ClientPay or Service Provider, as applicable,
shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole
discretion, for any Intellectual Property Rights incorporated therein. You will cooperate with Service Provider
or ClientPay, as applicable in pursuing such protection, including without limitation executing and
delivering to Service Provider or ClientPay, as applicable, such instruments as may be required to register or
perfect Service Provider's or ClientPay's, as applicable, interests in any Intellectual Property Rights and any
assignments thereof. You shall not remove or destroy any proprietary, confidentiality, trademark, service
mark, or copyright markings or notices placed upon or contained in any materials or documentation
received from Service Provider or ClientPay, as applicable, in connection with this Agreement.
14. Modification
We reserve the right, from time to time, to modify, discontinue, temporarily or permanently, the Service (or
any part thereof) with or without notice. You agree that neither ClientPay nor Service Provider shall be
liable to you or to any third party for any modification, suspension or discontinuance of the Service.
15. Termination and Cancellation
Either you, ClientPay or Service Provider may terminate or cancel the Service at any time. You understand and
agree that the cancellation of your account is your sole right and remedy with respect to any dispute
with Service Provider or ClientPay. This includes, but is not limited to, any dispute related to, or arising out
of: (1) any term of this Agreement or our enforcement or application of any such term; (2) any policy or
practice of ClientPay or Service Provider, including our Privacy Policy or our enforcement or application of
these policies; (3) the content available through us or any change in content provided through us; or (4) the
amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable
taxes, surcharges or billing methods. All other provisions of this Agreement which may reasonably be
as surviving such termination will survive the termination of this Agreement, including, but not
limited to paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16. Cancellation if the Web
Site or Web Site Services in no way constitutes cancellation of your merchant account or payment gateway services.
16. General Terms
The language used in this Agreement will be deemed to be the language chosen by us to express our
mutual intent, and no rule of strict construction will be applied against us. If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason,
the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be
construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such
stricken provision or provisions. No provision of this Agreement shall be construed against any party merely
because that party or counsel drafted or revised the provision in question. All parties have been advised and
have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of
the terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties and
therefore any ambiguity or uncertainty shall be interpreted accordingly. No term or provision of this
Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver
of, a breach by the other party, whether express or implied, shall not constitute consent to, waiver of,
or excuse for any different or subsequent breach. You may not assign this Agreement without the written
consent of both ClientPay and Service Provider. ClientPay and/or Service Provider may assign this
Agreement in its sole discretion without the written consent of you. The section headings contained in this
Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation
of this Agreement. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the
entire agreement and understanding of the parties hereto in respect of the subject matter contained herein,
and supersedes all prior agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto.
This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their
respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or
shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or
remedies under or by reason of this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota irrespective of its choice of law principles. The parties
hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this
Agreement or the business relationship between the parties hereto shall be brought in federal or state court
in Minnesota. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue
with respect to such party and each party hereby submits to the exclusive personal jurisdiction and venue of
such courts. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue
with respect to such party and each party hereby submits to the exclusive personal jurisdiction and venue of
such courts. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees
on any appeal.