PayTrace, Inc. Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.

The terms stated herein apply to your access to, and use of, the PayTrace web sites (herein referred to as the “Site”), owned by PayTrace, Inc.. In addition, when using particular paid services, users shall be required to accept PayTrace Terms and Conditions. These Terms of Use do not supersede or alter in any way the terms or conditions of any other agreement you may have with PayTrace for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf, and in that event, the term “you” or “your” shall refer to you and such entity.

Copyright and Trademark Information

Copyright ©2004-2014, PayTrace, Inc. We or our content providers own all of the content on our Site, including text, customized graphics, photographs, music, data, images, audio and video clips and software. All property on this Site is protected by U.S. and international copyright laws. In addition, the manner in which we have compiled, arranged and assembled our content is protected by worldwide copyright laws and treaty provisions.

“PayTrace” is a trademark of PayTrace, Inc. It may not be used in connection with any third party products or services. You are granted a limited, non-sublicensable license to access and use the Site. Such license is subject to these Terms of Use and does not include or authorize: (a) any resale or commercial use of the Site or the materials therein; (b) the distribution, public performance or public display of any materials; (c) modifying or otherwise making any derivative uses of the Site or the materials, or any portion thereof; (d) use of automated means, including spiders, robots, crawlers, offline readers, data mining tools, or the like to download data from the Site or to cause an overload of PayTrace servers ; (e) downloading (other than page caching) of any portion of the Site, the materials or any information contained therein, except as expressly permitted; (f) any attempt to gain unauthorized access to PayTrace's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site; (g) collection or harvesting of any personally identifiable information, including, but not limited to, names, addresses, contact information, emails addresses, company names, domain names or account names, from the Site nor to use the communication systems provided by the Site for any commercial solicitation purposes; (h) use of any portion of the Site as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (i) any use of the Site or the materials other than for their intended purpose. Any use of the Site or the materials other than as specifically authorized herein, without the prior written permission of PayTrace, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time for any reason by PayTrace.

Feedback. If you provide us with any feature requests, comments, suggestions or other feedback ("Feedback"), you hereby: (i) agree that such Feedback is provided on a non-proprietary and non-confidential basis, and (ii) grant us a perpetual, non-exclusive, worldwide, fully paid-up, irrevocable license, with the right to sublicense through multiple levels of sublicensees, to incorporate, disclose, and use without limitation the Feedback for any purpose.

Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the Site immediately ceases, and you acknowledge and agree that we may immediately delete your information and User Content. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

WARRANTY DISCLAIMER

THE CONTENT OF THIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. PAYTRACE EXPRESSLY DISCLAIMS LIABILITY FOR TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED OR DELAYED COMPUTER TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, AS WELL AS UNAUTHORIZED ACCESS OR TRANSMISSION OF PERSONAL INFORMATION BY THIRD PARTIES. 

TO THE FULL EXTENT NOT PRECLUDED BY APPLICABLE LAW, PAYTRACE, ITS SUPPLIERS, CONSULTANTS, DIRECTORS, OFFICERS AND EMPLOYEES DISCLAIM AND EXCLUDE ALL WARRANTIES WITH RESPECT TO ALL SERVICES, INFORMATION AND/OR PRODUCTS CONTAINED ON THIS SITE, OR LINKED HERETO (COLLECTIVELY THROUGHOUT, "CONTENT"), EXPRESS, IMPLIED OR STATUTORY. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PAYTRACE DOES NOT WARRANT CONTENT TO BE ACCURATE, COMPLETE OR CURRENT. PAYTRACE DOES NOT WARRANT THAT THE SITE WILL OPERATE WITHOUT ERROR, THAT DEFECTS WILL BE CORRECTED OR THAT THIS SITE OR THE SERVER MAKING IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PRICE AND AVAILABILE CONTENT, AS WELL AS OTHER CONTENT CONTAINED ON THE SITE OR ACCESSIBLE THEREFROM, IS SUBJECT TO CHANGE WITHOUT NOTICE.

THE PAYTRACE SITE INCLUDES CONTENT PROVIDED BY THIRD PARTIES. PAYTRACE IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER. OUR THIRD PARTY SUPPLIERS MAY EXPRESS CERTAIN OPINIONS OR PROVIDE CERTAIN INFORMATION AND OFFERS. PAYTRACE MAKES NO WARRANTIES AS TO THE COMPLETENESS, ACCURACY, TIMELINESS, OR RELIABILITY OF INFORMATION OR OFFERS SUPPLIED BY THIRD PARTIES AND PUBLISHED BY PAYTRACE, DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY SUCH THIRD PARTY'S CONFORMANCE TO ANY LAW, RULE, REGULATION OR POLICY.

LIABILITY DISCLAIMER

AS PARTIAL CONSIDERATION FOR YOUR ACCESS TO OUR WEB SITE AND USE OF ITS CONTENT, YOU AGREE THAT PAYTRACE IS NOT LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR DECISIONS YOU MAY MAKE OR YOUR ACTIONS OR INACTION IN RELIANCE UPON THE CONTENT. YOU ALSO AGREE THAT THE AGGREGATE LIABILITY OF PAYTRACE ARISING FROM OR RELATED TO YOUR USE AND ACCESS, REGARDLESS OF THE FORM OF ACTION OR CLAIM (FOR EXAMPLE, CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL MALPRACTICE, FRAUD, OR OTHER BASES FOR CLAIMS), IS LIMITED TO THE PURCHASE PRICE OF ANY SERVICES YOU PURCHASE FROM PAYTRACE IN THE APPLICABLE TRANSACTION. PAYTRACE SHALL NOT IN ANY CASE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF PAYTRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND. IF YOU ARE DISSATISFIED WITH OUR WEB SITE OR ITS CONTENT (INCLUDING TERMS OF USE), YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIMITATION MAY NOT BE APPLICABLE TO YOU. Indemnity

You agree to indemnify PayTrace and its officers and employees against any action, claim, damages, liability, costs and expenses arising out of:

  • any use by you or your employees or agents of this Site in breach of these Terms of Use,
  • any claim that the posting, uploading, emailing or other submission of any material by you or on your behalf is an infringement of your or any third party's copyright, trademark or other intellectual property rights;
  • any claim that the copying, modification, processing, printing, display, transmittal or other actions taken by us in accordance with these terms of any material posted, uploaded, emailed or otherwise submitted by you or on your behalf is an infringement of your or any third party's copyright, trademark or other intellectual property rights.

Changes to Web Site

PayTrace may change the format and content of the Site (or any products or services offered by the Site) at any time. PayTrace may terminate or suspend the operation of this Site (or terminate or suspend provision of any products or services offered via this Site) for support or maintenance work, in order to update the content or for any other reason. PayTrace may do this at any time and without notice.

Choice of Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to choice of law rules. Any disputes shall be submitted to mediation in King County, Washington prior to any litigation. Litigation arising out of or in connection with the use of the Site or PayTrace products shall be exclusively in state or federal courts located in King County, Washington. In any action to enforce this Agreement, the prevailing party shall be entitled to recover all court costs and expenses and reasonable attorneys' fees, in addition to any other relief to which it may be entitled.

Waiver

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

Severability

If any part of this Agreement is ruled to be unenforceable, then such part shall be eliminated or limited to the minimum extent necessary. The remainder of the Agreement, including any revised portion, shall remain and be in full force and effect. These Terms of Use are the entire agreement between us governing your use of our Site and supersede any oral representations or agreements. Any amendment of this Agreement must be in the form of a writing signed by authorized representatives of both parties.

Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of PayTrace but may be assigned without your consent by PayTrace to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.

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