This Agreement sets forth the terms and conditions that govern your use of the iEntry Website and the services provided therein ("Services"). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS SITE AND ANY PAGES THEREOF, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS BELOW, DO NOT ACCESS THIS SITE, OR ANY PAGES THEREOF.
Use and Access. Your use of this Website is authorized only if you have obtained a password that allows access to you as a User. By clicking the "Accept" button the first time you access this Website and by continuing to access and use this Website thereafter you are confirming (1) that you have read, understand and accept the terms and conditions of this Agreement in full and (2) that you have the legal authority and capacity to enter into this Agreement and be bound thereby on an ongoing basis on behalf of the User. Unauthorized use of this site and systems and the misuse of any information posted on this site is strictly prohibited.
Amendments. iEntry reserves the right to amend this Agreement at any time by posting the amended terms at this site. User agrees to check this Agreement periodically for changes. The amended terms shall automatically be effective ten (10) days after they are initially posted at this Website, and your continued access of this Website and use of the Services thereafter constitutes an acceptance of the amended terms. This Agreement may not be otherwise amended except in writing and agreed to by both parties. This Agreement was last revised on May 31, 2007.
Use of Website. As an User, you should not disclose to or share your password with any third parties not authorized or designated by you or use your password for any unauthorized purpose. If you believe that your password has been stolen or otherwise compromised, immediately contact iEntry so that we may assist you in changing your password. You are entirely responsible if you do not maintain the confidentiality of your User ID and password. Furthermore, you are entirely responsible for any and all activities, which occur, under your User ID. User agrees to immediately notify iEntry of any unauthorized use of User's ID or any other breach of security known to User. A User's right to use the Services is personal to User. Each User agrees not to resell or make any commercial use of the Services, without the express written consent of iEntry.
Modifications to Services. iEntry reserves the right to modify or discontinue the Services with thirty (30) days notice to Users by means appropriate to your method of access to the Services. iEntry shall not be liable to Users or any third party should iEntry exercise its right to modify or discontinue the Services in iEntry sole and absolute discretion.
Disclaimers, Release and Download Terms. iEntry provides content on this Website as a service to you as our customer. It may not contain all information that is applicable to your circumstances. Although iEntry attempts to provide accurate information, names, images, pictures, logos, icons, documents, and materials (collectively, the "Contents") on the Website, it makes no representation, endorsement, or warranty that such Contents are accurate or suitable for any particular purpose. USER EXPRESSLY AGREES THAT USE OF THE WEBSITE AND SERVICES IS AT USER’S SOLE RISK AND THE SERVICES , INFORMATION AND MATERIALS CONTAINED ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. iEntry 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, NON-INFRINGEMENT ACCURACY OR COMPLETENESS OF INFORMATION, FREEDOM FROM COMPUTER VURUS, AND FURTHER DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS.
iEntry SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES OR THIS SITE OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF iEntry HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limitation to the above, you may download information from this Website at your own risk. You agree to maintain all cardholder data in a secure manner in accordance with all Visa® and MasterCard® rules, regulations, by-laws, releases, procedures and policies. iEntry 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 of user transmissions by third parties. iEntry does not warrant that its Website will operate without error nor that defects will be corrected. iEntry cannot and does not guarantee or warrant that this site or the servers making it available or any information available for downloading from this Website is free of viruses, worms, Trojan horses or other code that has contaminating, destructive or harmful components or properties. It is your responsibility to scan any communication and any files attached for computer viruses and other defects. iEntry does not warrant that information, services, and products contained in the Website will satisfy your requirements or that they are error or defect-free.
If you are dissatisfied with our Website or its content (including the Terms and Conditions), your sole and exclusive remedy is to discontinue using the Website. 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.
By your agreeing to the use of this site and the terms and conditions contained herein, no joint venture, partnership, employment of agency relationship has been created nor does one exist.
Copyright. The United States copyright laws and other laws protect the design and layout of this Website and all images, text, programs, and other materials found on the Website. Any commercial use of the images, text, programs or other materials found on the Website is strictly prohibited without the express written consent of iEntry
Trademarks. The trademarks "iEntry.merchant-info.com", "iEntry", and the names, logos, marks and taglines identifying bamsaccess.net and iEntry products and services are proprietary marks of iEntry and their affiliates and may not be copied or imitated in whole or in part. All other trademarks and service marks are the property of their respective owners.
Content. Any submission of information by the User to this Website will be considered non-confidential and non-proprietary communications and becomes the property of iEntry. User expressly grants iEntry the authority and right to use that information in accordance with iEntry corporate policies. iEntry shall be free to use, for any purpose, any techniques, concepts, ideas or know-how obtained from information you provide on this site.
Contents are included in this Website solely for the personal use of Users. Other than for your internal purposes, you may not copy (other than a copy for personal use), modify, distribute, transmit, display, perform, reproduce, transfer, resell, or republish any of the Contents of this Website without the prior written consent of iEntry, which may be withheld in its sole discretion.
Encryption. Encryption is the process of transforming information into an indiscernible coded message. Information transmitted while accessing account information over the Internet or submitting an online application is encrypted using Secure Sockets Layer (SSL) Technology. Most browsers certified for our product are capable of using SSL technology.
This process utilizes a unique mathematical formula or "Key" to encrypt your information. The length of the "Key" used to encrypt the data measures encryption strength. Longer "keys" provide more effective encryption.
Transmissions to and from this Website. Except where expressly indicated otherwise, transmissions to and from this Website or directed to iEntry, including E-mails, are not sent in a secure form and can be intercepted by third parties and may not be immediately received by the appropriate business unit at iEntry. Please do not use E-mail to send us communications that contain confidential information, which we require to be in writing, or which need our immediate attention.
Use, collection, and retention of customer information. iEntry will only utilize information provided by Users for lawful business purposes. Users acknowledge and agree that by providing iEntry with any personal or proprietary information via the Website that it will remain confidential and will not be used, collected, or retained unless iEntry has a legitimate business purpose to do so.
User Responsibility. The User agrees not to falsify or misrepresent any information provided to iEntry. The User assumes all responsibility for use of the iEntry Website. Furthermore, this site is not intended for use by an person or entity in any jurisdiction or country where such use would violate local laws or regulations.
Third Party Websites. iEntry makes no warranties or representation whatsoever regarding any website not under iEntry control which a User may access from the this Website by link or any other means. iEntry provision of a link, frame, or other means to access any website not under iEntry control is the convenience of Users and does not constitute iEntry endorsement, recommendation or acceptance of any responsibility for the content of that site or the operators of that site. iEntry hereby disclaims liability for any information, materials, products or services posted or offered at any of the linked sites.
Additional Terms. If any other sections of this site or our website contain separate terms and conditions, those terms and conditions shall apply with respect to those sections or pages.
Reservation of Rights. iEntry reserves the right to take any or all action it may deem appropriate with respect to violations or enforcement of the terms of this Agreement, and expressly reserves all rights and remedies available at law or in equity.
These Terms and Conditions constitute the entire agreement between you and iEntry with respect to this site and supersede any prior or contemporaneous communications and proposals, whether electronic, oral, or otherwise between you and iEntry with respect to this site. Any alleged waiver of any breach of these Terms and Conditions shall not be deemed to be a waiver of any future breach. We reserve the right to modify or amend these Terms and Conditions at any time without prior notice
The undersigned, and each of them, if more than one, acknowledges and agrees that this Merchant Processing Application (ìApplicationî) is to obtain payment settlement services offered by Wells Fargo Bank, N.A. (ìBankî), a member of Visa USA, Inc. (ìVisaî) and MasterCard International, Inc. (ìMasterCardî). In order for Merchant to obtain the settlement services described in this Application and as may be selected by Merchant (collectively and individually, as applicable, the ìServicesî), Merchant must agree to and accept the terms and conditions under which Bank and iPayment (collectively, ìServicersî or ìweî or ìusî) will agree to provide them. Discover is not a bank card network. Bank is not a sponsor of Discover transactions under this Agreement and is not a party to this Agreement insofar as it relates to Discover transactions. The provisions of this Agreement regarding Discover constitute an agreement solely between you and iPayment. By signing below, the undersigned Merchant (and each individual) hereby acknowledges and confirms that: a.) The terms and conditions that Merchant must agree to and accept to obtain the Services include the terms of this Application together with all terms contained in the Merchant Servicesí Program Guide (ìProgram Guideî) including any information or terms that are incorporated by reference in the Program Guide, and together contain the terms and conditions of the agreement for the Services (collectively the ìAgreementî); b.) You understand that certain terms used in the Agreement (including this Application) are fully defined in the Program Guide, that you have received and reviewed this Agreement including all the documents and information which are incorporated herein by reference, (including the Program Guide which is also available for viewing and/or downloading from the Internet at: www.ipaymentinc.com), that the Agreement sets out the terms and conditions under which Merchant may utilize the Services, and that You have an obligation to promptly contact iPayment and/or the Bank regarding any questions pertaining to any portion of this Agreement; c.) Upon acceptance of this Agreement, it becomes a legally binding contract enforceable against Merchant and with respect to certain provisions, the individual executing this Agreement on behalf of Merchant, who is International Card Services, LLC, dba Integrated Card Service, is a registered ISO/MSP of Wells Fargo Bank, N.A., Walnut Creek, CA Page 3 of 4 Revision 0410.ICS making certain representations and promises in his or her personal capacity. By signing below, the undersigned Merchant warrants and certifies that all information submitted under the Agreement (including the Application) is true, correct, and complete and understands that Bank and iPayment will be relying on such information during the approval process, including in setting the applicable fees, rates, limits and all other terms and conditions. Merchant (and each individual) hereby authorizes Bank and/or iPayment to obtain from third parties financial and credit information relating to Merchant (and each individual) in connection with their determination of whether to accept this Agreement and hereby grants Bank and/or iPayment continuing authority to conduct credit checks and background investigations and inquiries concerning each of the undersigned including, but not limited to, financial, character and business references and Merchantís owner(s) (if Merchant is an entity). Each of the undersigned expressly authorizes Bank and/or iPayment to request and obtain from Consumer Reporting Agencies (Bureaus) consumer and business reports. Each of the undersigned furthermore agrees that all references, including banks and Consumer Reporting Agencies, may release any and all personal and business credit and financial information to Bank and/or iPayment. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be amended from time to time. To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law requires financial institutions to obtain, verify, and record certain identifying information from any business or individual seeking to open a new account. We are required to obtain this information no matter how the account is opened (e.g., by mail, phone, in-person, or online). We may ask to see your driverís license or other identifying documents. The information requested or obtained by us may include your: name; address (residence for individuals and place of business for non-individuals); date of birth (for individuals); US taxpayer identification number for US citizens or companies (for individuals this is usually a Social Security number); or other forms of government issued identification (for example, a passport or alien identification card) for non-US citizens. By signing below, you agree, understand and acknowledge that: a.) The Agreement will not take effect unless and until Merchant has been approved by Bank and iPayment and Merchant is assigned and issued a Merchant Account Number; b.) Any alteration, strikeover, or modification to the preprinted text of this Application or any part of the Agreement shall be of no effect whatsoever and at Bankís and iPaymentís discretion may render the Agreement invalid; c.) You must select and indicate the category of ìCardsî you will accept on the Application and will collectively be referred to as ìCardsî. You acknowledge and agree that Merchant will be furnished with the services and products described and selected by Merchant in the Application (collectively and individually, as applicable, the ìServicesî) and that Servicers will be the sole and exclusive provider of the Services to Merchant during the term of this Agreement; d.) If Merchant is approved, any cancellation by You of this Agreement within three (3) years from the date of approval or is terminated by Servicers due to an Event of Default by Merchant, will be subject to the applicable early termination fees and Merchant will be charged a fee for such early termination equal to (i) $350.00 if terminated before completion of the first year of the Term; or (ii) $250.00 if terminated after completion of the first year of the Term but prior to the end of the third year of the Term (See Section 22.1 of the Agreement - Program Guide). A PCI compliance and data security fee will be assessed to each Merchant annually, which amount will be determined by compliance and security requirements at the time of the fee assessment. If information is provided in the ìAmerican ExpressÆ Card Acceptanceî section of the Application, then the following shall apply: By signing below, Merchant represents that Merchant has read and is authorized to sign and submit this Application for the above entity which agrees to be bound by the American ExpressÆ Card Acceptance Agreement (ìAXP Agreementî), and that all information provided herein is true, complete, and accurate. Merchant authorizes iPayment and American Express Travel Related Services Company, Inc. (ìAXPî) and AXPís agents and Affiliates to verify the information in this Application and receive and exchange information about Merchant personally, including by requesting reports from consumer reporting agencies, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. Merchant authorizes and directs iPayment and AXP and AXP agents and Affiliates to inform Merchant directly, or through the entity above, of reports about Merchant that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. Merchant also authorizes AXP to use the reports from consumer reporting agencies for marketing and administrative purposes. Merchant understands that upon AXPís approval of the Application, the entity will be sent the AXP Agreement and materials welcoming it, either to AXPís program for iPayment to perform services for AXP or in AXPís standard Card acceptance program which has different servicing terms (e.g. different speeds of pay). Merchant understands that if the entity does not qualify for the iPayment servicing program, then the entity may be enrolled in AXPís standard Card acceptance program, and the entity may terminate the AXP Agreement. By accepting the American Express Card for the purchase of goods and/or services, or otherwise indicating its intention to be bound, the entity agrees to be bound by the AXP Agreement. If Merchant has selected (by checking the appropriate box on the Application) to receive products and/or services offered under one or more of the Third Party Agreements referenced in the Program Guide, they hereby acknowledge and agree that the executed Signature page of the Application shall also serve as a signature page for each of the respective Third Party Agreement(s) and further acknowledge that the Third Parties are relying upon the information contained on the Application all of which are incorporated by reference into the Third Party Agreements. Merchant authorizes iPayment and Bank to share and exchange the information on the Application with the Third Parties and to provide a copy of the executed signature page to the respective Third Party, if requested. IN WITNESS WHEREOF, the undersigned Merchant has duly executed this Agreement (including the Application) as of the date(s) indicated below, and hereby confirms that Merchant has received a complete copy of the Agreement, including a completed copy of this Application, consisting of pages one (1) through four (4), together with a copy of the Program Guide (the ìAgreementî). Each signer below (ìYouî or ìYourî) agrees as follows. You, in Your individual capacity (even though You use a title or other designation with Your signature) unconditionally guarantee and promise to pay to Wells Fargo and iPayment all indebtedness of the Applicant at any time arising under or relating to the Agreement, including the related application and any related agreements or instruments, and any First Data Lease if applicable as well as any extensions, modifications, or renewals thereof. You authorize the Wells Fargo and/or its agent(s) and iPayment to investigate the individual business history of Applicant and each representative signing the Agreement, including Yourself, including investigative credit reports, in order to evaluate acceptability into the Wells Fargo Merchant Services Merchant Program and if accepted, to conduct further investigations from time to time thereafter and to report credit information to others. The obligations hereunder are joint and several and independent of the obligations of the Applicant, and a separate action or actions may be brought and prosecuted against You whether action is brought against Applicant or any other person, or whether the Applicant or any other person is joined in any such action or actions. You acknowledge that this guaranty is absolute and unconditional, there are no conditions precedent to the effectiveness of this guaranty, and this guaranty is in full force and effect and is binding on You in Your individual capacity as of the date you sign this Application, regardless of whether Wells Fargo and iPayment obtains collateral or any guaranties from others or takes any other action contemplated by You. As guarantor, You waive (i) presentment, demand, protest, notice of protest, and notice of nonpayment; (ii) any defense arising by reason of any defense of the Applicant or other guarantor; and (iii) the right to require Wells Fargo to proceed against Applicant or any other guarantor, to pursue any remedy in connection with the guaranteed indebtedness, or to notify You as guarantor of any additional indebtedness incurred by the Applicant, or of any changes in the Applicantís financial condition. You also authorize Wells Fargo and iPayment, without notice or consent, to (a) extend, modify, compromise, accelerate, renew, or other wise change the terms of the guaranteed indebtedness; (b) proceed against one or more guarantors without proceeding against the Applicant or another guarantor; and (c) release or substitute any part to the indebtedness or this guaranty. You represent and warrant to Wells Fargo and iPayment that: (a) Wells Fargo and iPayment has made no representation to You as to the creditworthiness of the Applicant; and (b) You have established adequate means of obtaining from the Applicant on a continuing basis financial and other information pertaining to Applicant's financial condition. You agree to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Your risks hereunder, and You further agree that Wells Fargo and iPayment shall have no obligation to disclose to You any information or material about the Applicant which is acquired by Wells Fargo and iPayment in any manner. You acknowledge and agree that until all obligations subject to this guaranty shall have been paid in full, You shall have no right of subrogation, and You waive any right to enforce any remedy which Wells Fargo and iPayment now has or may hereafter have against the Applicant or any other person, and waives any benefit of, or any right to participate in, any security now or hereafter held by Wells Fargo and iPayment. You agree that this guaranty will be governed by California law; and shall benefit Wells Fargo, iPayment and its successors and assigns. You understand that this is a Guaranty of payment and not of collection and that Wells Fargo Bank, N.A., Wells Fargo Merchant Services, L.L.C., and iPayment are relying on this Guaranty in entering into the Agreement.