In consideration for access to the Payment System, Customer agrees to: (1) provide certain current, complete, and accurate information about Customer as prompted to do so by the Payment System system; (2) maintain and update this information as required to keep it current, complete and accurate; and (3) pay all applicable fees. All information requested on original sign up shall be referred to as registration data ("Registration Data"). Furthermore, Customer grants Elavon the right to disclose to third parties certain Registration Data about Customer in the aggregate; however, such disclosures will exclude Customer's name, mailing address, e-mail address, account and phone number, unless: (1) Customer expressly directs Elavon, or any other person Customer may specifically designate to disclose such information or (2) Elavon is required to disclose such information by any applicable law or legal process served on Elavon.
If any information provided by Customer is inaccurate, Elavon retains the right to terminate Customer's rights to use the Payment System without notice.
You may use the Payment System only if you have previously entered into an agreement with Elavon that provides for your right to access and use the Payment System.
3. DESCRIPTION OF THE PAYMENT SYSTEM
Elavon is providing Customer with a capability to send and receive electronic data ("Data") via the World Wide Web and on Elavon's own system. Customer must: (1) provide all equipment, including a computer and modem compatible with the Payment System, necessary to establish a connection to the World Wide Web; (2) provide for its own access to the World Wide Web and pay any telephone service fees associated with such access to the Payment System; and (3) use virus-checking software on all Customer equipment.
4. MODIFICATIONS TO TERMS OF THE PAYMENT SYSTEM
Elavon shall have the right at any time to change or modify the terms and conditions applicable to Customer's use of the Payment System, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on convergepay.com and/or the Payment System, or by electronic or conventional mail, or by any other means by which Customer obtains notice thereof. Any use of the Payment System by Customer after such notice shall be deemed to constitute acceptance by Customer of such changes, modifications or additions.
5. MODIFICATIONSOF AND ACCESS TO THE PAYMENT SYSTEM
Elavon reserves the right to modify or discontinue the Payment System with or without notice to Customer. Elavon shall not be liable to Customer or any third party should Elavon exercise its right to modify or discontinue the Payment System. Elavon does not warrant or guarantee that the Payment System is complete, accurate or current.
6. CUSTOMER ACCOUNT, PASSWORD, AND SECURITY
When Elavon authorizes Customer to use the Payment System, Customer shall receive a user identification and a password. Customer is entirely responsible if Customer does not maintain the confidentiality of Customerís user identification and the password. Furthermore, Customer is entirely responsible for any and all activities that occur under Customerís account. Customer agrees to immediately notify Elavon of any unauthorized use of Customer's account or any other breach of security known to Customer.
7. EXTERNAL LINKS
The Payment System may contain links to other websites. Elavon is not responsible for the availability of these external websites and inclusion of any link does not imply endorsement by Elavon of the website. Under no circumstances shall Elavon be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with the use of or reliance on any content, goods or services available on any such external website. Any concerns regarding any external link should be directed to the respective website, rather than to Elavon.
8. DISCLAIMER OF WARRANTIES
CUSTOMER EXPRESSLY AGREES THAT USE OF THE PAYMENT SYSTEM IS AT CUSTOMER'S SOLE RISK. THE PAYMENT SYSTEM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ELAVON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
ELAVON MAKES NO WARRANTY THAT THE PAYMENT SYSTEM WILL MEET YOUR REQUIREMENTS, OR THAT THE PAYMENT SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ELAVON MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PAYMENT SYSTEM OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PAYMENT SYSTEM OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
CUSTOMER UNDERSTANDS AND AGREES THAT ANY INFORMATION OBTAINED THROUGH THE USE OF THE PAYMENT SYSTEM IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ACCESS TO THE PAYMENT SYSTEM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM ELAVON REGARDING THE PAYMENT SYSTEM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
ELAVON DOES NOT ASSUME ANY RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT, CUSTOMERíS EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, COMPUTERS USED TO ACCESS THE PAYMENT SYSTEM. ELAVON SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE PAYMENT SYSTEM OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF ELAVON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. NO RESALE OR COMMERCIAL USE OF THE PAYMENT SYSTEM
Customer's right to use the Payment System is exclusive to Customer. Customer may only be a corporation or other business entity, including a sole proprietorship. Customer agrees not to resell or make any commercial use of the Payment System.
11. OTHER LIMITATIONS
Customer agrees: (1) not to use the Payment System for illegal purposes; (2) not to interfere or disrupt networks connected to the Payment System; (3) to comply with all regulations, policies and procedures of networks connected to the Payment System; (4) not to attempt to gain unauthorized access to other computer systems; (5) not to interfere with another authorized customer's use and enjoyment of the Payment System.
Customer is solely responsible for all consequences arising from use of the Payment System by Customer, or permitted use by Customer's parents, subsidiaries, affiliates, officers, employees or agents. Customer agrees to indemnify and hold Elavon, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any use of the Payment System in violation of these Terms or infringement of any intellectual property or other right of any person or entity by Customer or its parents, subsidiaries, affiliates, officers, employees, agents, or other user of the Payment System using Customer's computer.
Either Customer or Elavon may terminate Customer's access to the Payment System with or without cause at any time and effective immediately. Elavon shall not be liable to Customer or any third party for termination of the Payment System. Should Customer object to any terms and conditions of the Terms or any subsequent modifications thereto or become dissatisfied with the Payment System in any way, subject to the terms of any other agreements between Customer and Elavon, Customer's only recourse is to immediately: (1) discontinue use of the Payment System; (2) terminate Payment System relationship; and (3) notify Elavon of termination. Upon termination of Customer's access to the Payment System, Customer's right to use the Payment System immediately ceases. Customer shall have no rights and Elavon will have no obligations thereafter.
All notices to Elavon by Customer shall be in writing and shall be made either via express or conventional mail at the following address:
Attn: Internet Support Group
7300 Chapman Highway
Knoxville, TN 37920
Elavon may broadcast or post notices or messages through the Payment System to inform Customer of changes to the Terms, the Payment System, or other matters of importance; such broadcasts shall constitute notice to Customer. At the sole discretion of Elavon, Elavon may elect to provide any notice, message or information concerning the Payment System to Customer in writing via express or conventional mail.
15. PROPRIETARY RIGHTS TO CONTENT
Customer acknowledges that the Payment System content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in information presented to Customer by the Payment System ("Content") is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The Content is either the property of, or used with permission by, Elavon, and Customer is only permitted to use this Content as expressly authorized by the Terms. Any unauthorized use by Customer of such Content may subject Customer to civil and criminal penalties. Customer may not: (1) copy, reproduce, distribute, disclose or create derivative works from this Content without expressly being authorized to do so by the Payment System or Elavon; or (ii) remove, obscure or otherwise modify proprietary notices appearing on the Payment System, including copyright, trademark and other intellectual property notices. Elavon may distribute content supplied by third parties on the Payment System. Any opinions, advice, statement, services, offers, or other information or content expressed or made available by third parties, including information providers or any other users of the Payment System, are those of the respective author(s) or distributor(s) and not of Elavon.
These Terms shall be governed by the laws of the state of Georgia, without regard to its conflict in law provisions. The state and federal courts of Fulton County, Georgia shall have exclusive venue and jurisdiction over any claim of action filed, which is related to this Agreement. Each party agrees to waive its right to a jury trial in any such action or proceeding. If any provision(s) of the Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Elavon's failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Elavon in writing. Customer and Elavon agree that any cause of action arising out of or related to these Terms or Customerís use of this Payment System or any other Elavon network must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in these Terms are solely used for the convenience of the parties and have no legal or contractual significance.