CP hereby grants you a non-transferable, non-exclusive, terminable license to view and use CP’s Service for your own personal use. The license granted to you is conditioned upon your proper conduct and compliance with this Agreement, as determined by CP in its sole discretion.2. OVERVIEW OF CP’S SERVICE.
CP’s Service offers you a cost-effective subscription platform for verifying and processing your customer’s check payments. CP’s Service enables you to enter your customer’s check information and verify if your customer has sufficient funds in their payment account. Once the payment is verified, you can print a check to deposit in your bank. Note, however, that because of lags between when you verify your customer’s payment account and when you deposit the check—among other factors—CP CANNOT AND DOES NOT GUARANTEE ANY CHECK WILL CLEAR. CP WILL NOT BE HELD ACCOUNTABLE AND DOES NOT ASSUME ANY LIABILITY FOR ANY BANK FEES OR ANY TYPE OF FEES YOU MAY INCUR AS A RESULT OF A CHECK THAT DOES NOT CLEAR.3. YOUR ACCOUNT.
When you use CP’s Service, you represent and agree to the following:
a. You are at least thirteen (13) years old;
b. You have the authority and capacity to enter into and be bound by this Agreement;
c. Prior to using CP’s Service for any transaction to verify account information or generate a check for payment, you will obtain all necessary authorization from your customer and/or the owner of the subject account to utilize the relevant financial institution information, account numbers and routing numbers, and/or to generate a check for the payment amount entered into CP’s Service;
d. You agree to keep current your payment information for subscription billing or otherwise timely pay the fee due for your subscription to CP’s Service;
e. You will not use CP’s Service to communicate expressions of slander, libel, hatred, bigotry, racism, obscenity, pornography, vulgarity, or other objectionable speech, and you agree that CP has the right—but not the obligation—to filter, take down or remove anything you submit to CP’s Service (such as reviews or inquiries) which contains materials that CP, in its sole discretion, determines to be expressions of slander, libel, hatred, bigotry, racism, obscenity, pornography, vulgarity, or other objectionable speech;
f. You will use CP’s Service with only an honest and good faith intent;
g. You will not upload or use CP’s Service to share viruses, spyware, or any other computer code, files or programs designed to interrupt, destroy, affect, hinder or limit the functionality of CP’s Service, any other operations of CP, or the resources of other users of CP’s Service; h. You will not use CP’s Service in a way that violates any state, federal, or international laws or regulations, including but not limited to Electronic Funds Transfer Act, Regulation E, and any laws and regulations relating to unauthorized disclosures of third-party financial account information;
i. You agree to comply with all applicable rules at the time You make an entry of Your customer’s payment information, with respect to NACHA’s most recent Guidelines, and that each entry shall in no way breach any applicable provision of the Operating Rules of NACHA;
j. You will not communicate with CP employees or customer service agents in a manner which is abusive, obscene, untrue, or misleading;
k. You will not interfere with, disrupt or circumvent any security feature of CP’s Service or any feature that restricts or implements limitations on the use of or access to CP’s Service;
l. You will not attempt to get password, account information or other private or personal information from another user or from CP;
m. You will not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code or object code for any underlying software or other intellectual property used in CP’s Service, or to obtain any information from CP’s Service using any method not expressly permitted by CP; and
n. You will not upload content that you do not have rights to copy or publish or that infringe the copyrights, trademarks or other intellectual property rights of CP or any third party.
This Agreement, and any amendments that may be made to it from time to time, will remain in effect until you cancel your subscription to CP’s Service, with the exception of sections 7-11, which shall survive the termination of this Agreement. You may terminate this Agreement and your Account by contacting CP at least seven (7) days prior to the end of your subscription month, in which case Your Account will remain active until and be terminated at the end of your subscription month. If you terminate less than seven (7) days prior to the end of your subscription month, Your Account will be billed for the next subscription month and then remain active until and be terminated at the end of your next subscription month. You will not receive a refund for any time remaining in your subscription term, regardless of how much time is left on your term or when your subscription renewed.
You agree that CP may, without prior notice, immediately terminate, cancel, or suspend your Account for cause. Cause for such termination, cancelation, or suspension shall include, but not be limited to, (i) breach or violations of this Agreement or other incorporated agreements, (ii) non-payment of your subscription fee, (iii) requests by law enforcement or other government agencies, (iv) discontinuance or material modification to CP’s Service (or any part thereof), (v) unexpected technical or security issues or problems, and/or (vi) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, cancelations, and suspensions for cause shall be made in CP’s sole discretion and that CP shall not be liable to you or any third party for any termination of your account or access to CP’s Service.
CP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, CP’s Service (or any part thereof) with or without notice. CP makes no representations with respect to the availability of CP’s Service at any particular time. You agree that CP shall not be liable to you or to any third party for any modification, suspension, unavailability, or discontinuance of CP’s Service (or any part thereof).7. INDEMNITY.
You agree to indemnify and hold CP and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from all costs, liabilities, and damages CP incurs, including without limitation its reasonable attorneys’ fees, with respect to all claims, demands, proceedings, and actions of any kind whatsoever, made or brought by any third party due to or arising out of your use or misuse of CP’s Service, your connection to CP’s Service, your violation of any term of this Agreement, or your violation of any rights of another.8. DISCLAIMER OF WARRANTIES.
CP’S SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CP HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AVAILABILITY OF CP’S SERVICE; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION THROUGH CP’S SERVICE—INCLUDING BUT NOT LIMITED TO ANY INFORMATION THAT IS SUBMITTED BY ANY CUSTOMER OF YOURS AND ANY TYPOGRAPHICAL ERRORS BY CP OR ANY OTHER USER; AND ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH CP’S SERVICE, CONTENT AND MATERIALS ON THE APPLICATION AND/OR SITE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH CP’S SERVICE, CONTENT, MATERIALS AND APPLICATIONS IS BORNE BY YOU. CP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER MATERIAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL NSF FEES OR ANY OTHER ADMINISTRATIVE OR PUNITIVE FEES THAT YOU INCUR WHEN A CHECK YOU HAVE OBTAINED THROUGH CP’S SERVICE IS RETURNED DUE TO INSUFFICIENT FUNDS, REGARDLESS OF ANY INFORMATION CP PROVIDED TO YOU IN RESPONSE TO YOUR REQUEST FOR VERIFICATION OF THE CHECKWRITER’S ACCOUNT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), THAT ARISE OUT OF OR ARE RELATED TO CP’S SERVICE OR ITS CONTENTS, OR TO ANY BREACH OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT CP IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CP LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR CUSTOMERS, OTHER USERS OF CP’S SERVICE, AND OPERATORS OF EXTERNAL SITES/APPLICATIONS AND SERVICES—INCLUDING BUT NOT LIMITED TO THIRD-PARTY PAYMENT PROCESSORS OF YOUR BILLING PAYMENTS TO CP. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CP IS TO STOP USING CP’S SERVICE, AND TO CANCEL YOUR ACCOUNT. YOU HEREBY RELEASE CP AND CP’S AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.10. INTELLECTUAL PROPERTY.
You agree that all of CP’s patents, copyrights, trademarks, trade names, service marks and other CP logos and brand features, and product and service names are intellectual property that is and shall remain solely owned by CP (the “CP IP”). You agree not to display or use in any manner the CP IP, without CP’s prior permission.11. MISCELLANEOUS.
A. Modifications. CP reserves the right, at any time, to change the terms and conditions of this Agreement, without advanced notice to you. If any such change is unacceptable to you, your sole remedy is to terminate Your Account. Your continued use of CP’s Service following the effective date of a change to the terms and conditions of this Agreement shall constitute your acceptance of such change.
B. Relationship of the Parties. CP’s relationship with You is that of a service provider, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship by or between the parties.
C. Ownership of your comments or suggestions to CP. If you provide any suggestions, input or other feedback relating to CP’s Service, CP shall have the right to freely and fully exercise and exploit any such suggestions, input or other feedback in connection with its business, without notice to, approval by, attribution to or compensation to you.
D. Entire Agreement. This Agreement constitutes the entire agreement between you and CP and governs your use of CP’s Service. This Agreement supersedes and replaces any prior version of this Agreement between you and CP with respect to CP’s Service. You also may be subject to additional terms and conditions that may apply when you use CP’s Service, affiliate services, third-party content or third-party software.
E. Choice of Law and Forum. You and CP each agree that this Agreement and the relationship between the parties shall be governed by the laws of the State of Illinois without regard to conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement, or the relationship between you and CP, shall be brought exclusively in the courts of the State of Illinois located in Chicago, Illinois. You and CP agree to submit to the personal jurisdiction of the courts located within Chicago, Illinois, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
F. Remedies and Attorney’s Fees. CP reserves the right to seek all remedies available at law and in equity for violations of the Agreement. You agree that if CP, in its sole discretion, determines you have violated any term or condition of this Agreement and CP, in its sole discretion, determines that the violation is severe enough, CP—without advance notice to you—can block access to CP’s Service from your account and any device and IP address from which you have accessed or attempted to access CP’s Service. You agree that the consequences of commercial use or re-publication of content or materials from CP’s Service or other violations of the terms of this Agreement may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy and that CP will be entitled to temporary and permanent injunctive relief to prohibit such use or activity, without the need to prove damages or post bond. You also agree that if CP has to bring any proceeding or cause of action (whether as a claim, a counterclaim, or otherwise) relating to your violation of the terms of this Agreement, or if CP successfully defends a proceeding or cause of action brought by you based in whole or in part on your violation of the terms of this Agreement, then you will be responsible for paying the reasonable attorney’s fees and other expenses incurred by CP in instituting and prosecuting, or defending, such proceeding or cause of action.
G. Waiver and Severability. The failure of CP to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
H. Section Titles. The section titles in the Agreement are for convenience only and have no legal or contractual effect.