1. Software service.
2. USE OF SERVICE.
- User Responsibilities. User: (i) must keep its passwords secure and confidential; (ii) is solely responsible for User Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Company promptly of any such unauthorized access; (iv) may use the Service only in accordance with the Service’s user guide and applicable law; and (v) authorizes Company to complete the payment transaction in the method chosen by User.
- WARRANTY DISCLAIMER. THE SERVICE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE COMPANY TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, COMPANY DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. USER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. SOME STATES MAY NOT ALLOW, SUCH DISCLAIMERS, EXCLUSION OR LIMITATION, SO THE ABOVE DISCLAIMER, EXCLUSION OR LIMITATION MAY NOT APPLY TO USER.
- USER DATA DISCLAIMER. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF USER DATA, INCLUDING BUT NOT LIMITED TO PAYEE INFORMATION AND PAYMENT INSTRUCTIONS. COMPANY HAS NO RESPONSIBILITIES OR OBLIGATIONS TO USER BASED ON THE ACTIONS OR INACTIONS OF PAYOR OR USER WITH RESPECT TO THE USER DATA.
4. MUTUAL CONFIDENTIALITY.
- Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Company’s Confidential Information includes, without limitation, the Service, its user interface design and layout, and pricing information. User’s Confidential Information includes, without limitation, the User Data.
- Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.
5. COMPANY PROPERTY.
- Restrictions. User may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes.
7. LIABILITY LIMIT.
- Consumer Law Notice. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply. User may have additional consumer rights under local law. User may also have other rights which vary from jurisdiction to jurisdiction.
8. USER Indemnity.
- If a third party claims against Company that any part of the User Data: (i) is inaccurate or incomplete, (ii) violates a law, or (iii) infringes that party’s patent, copyright, or other right, User will defend Company against that third party claim at User’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by User, provided that Company promptly notifies Customer of the claim in writing, cooperates with User in the defense, and allows User to solely control the defense or settlement of the claim.
9. GOVERNING LAW AND FORUM.
- This agreement is governed by the laws of the State of Indiana (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for the state of Indiana, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10. OTHER TERMS.
- Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
- Feedback. If User provides feedback or suggestions about the Service, then Company (and those it allows to use its technology) may use such information without obligation to User.
Last Revised January 31, 2022
Find an Arpin Agent
Find an Arpin Mover in your area.