Terms and Conditions
Updated to June 18, 2012
Internet Site Terms and Conditions
Company Holdings, Inc., a Delaware corporation ("Company") provides this web site (the "Site") subject to your compliance with the terms and conditions below (the “Agreement”). The Site is owned and operated by GoPay, LLC, d/b/a Rezzcard, a Delaware company having its principal place of business at [ADDRESS] and operating under the name “Company” (the “Company”, “Us”, “We”, “Our” or “Company”).
PLEASE READ THIS BEFORE ACCESSING THE SITE. BY ACCESSING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SITE.
While visiting the Site, you may not:
- post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Site in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Site or the Internet;
- post or transmit any information or software which contains a virus, cancelbot, trojan horse, worm or other similar, harmful or disruptive component; or
- upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right-holder.
2. Site Operation
Company shall be under no obligation to continue to operate the Site for any particular term and may remove or change the Site at its sole and absolute discretion.
All information submitted to Company through Site shall become the property of Company and Company shall be free to use, for any purpose, idea, concepts, know-how or techniques contained in in formation that you may submit to Company through this Site. Company shall not be under an obligation of confidentiality in respect of such information except and to the extent that Company enters into or assists in establishing a customer relationship with or for you, or as otherwise agreed by Company or as may be required by applicable law. This provision shall not serve to limit the responsibilities of Company in respect of customers with whom or for whom it has established a customer relationship by, for example, referring such a customer to a payment processor or acquiring bank.
6. Limitation of Liability.
COMPANY, INCLUDING ITS AFFILIATES, RELATED COMPANIES, SPONSORING BANKS, PROCESSORS AND OTHER SUPPLIERS, TAKE NO RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF ANY CLAIMS OR STATEMENTS CONTAINED IN THE SITE. FURTHER, COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY OF THE INFORMATION CONTAINED ON THE SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, INCLUDING WITHOUT LIMITATION IMAGES, VIDEOS AND OTHER DOCUMENTATION IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU FOR ANY AMOUNT GREATER THAN $100.
If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines or practices of Company in operating the Site, your sole and exclusive remedy is to discontinue using the Site.
You agree to defend, indemnify and hold Company and its affiliates and related companies harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by you or users of your account.
9. LIMITATIONS OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY, ITS COMPANY, ITS AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO TENANT FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF COMPANY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL COMPANY’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENDS BETWEEN COMPANY AND YOU) EXCEED THE FEES ACTUALLY PAID TO COMPANY BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
10. Intellectual Property.
All elements of the Site (the "Elements") such as, without limiting the generality of the foregoing, the texts, articles, photos, illustrations, images, videos and audio materials, are the property of Company and are subject to licenses or agreements allowing their broadcast through the site. No site Element may be copied, reproduced, distributed, published, translated, downloaded, posted or sent, in any way whatsoever, without the prior written approval of Company or the copyright holder. You are allowed to post or download the site Elements, but solely for non-commercial purposes and for personal use, provided you do not change these Elements and maintain all their intellectual property notices.
The trademarks and logos used or posted on the Site are trademarks which were registered or not by Company or third parties. Nothing in the Site may be interpreted as allowing, directly or indirectly, the use of a trademark reproduced on Site without the prior written approval of the owner of such trademark.
11. Third Party Links
Third parties may provide links to other internet websites or resources on this Site. Company neither controls nor endorses such 'linked sites' nor have we reviewed or approved the content or information that appears on these linked sites. You acknowledge and agree that Company is not responsible for the legality, accuracy or appropriate nature of any content, advertising, products or any other materials on or available from such linked sites. You further acknowledge, and agree that Company, its officers, directors, employees, affiliates nor any other representatives shall not be held responsible, or liable, directly or indirectly, for any damage, or loss caused, or alleged to be caused, by or in connection with use of or reliance on any such content, goods and services available on or through any such linked sites.
The Site originates and is published in the State of New Jersey, USA, however, certain services offered from this Site are offered elsewhere.
Company reserves the right to amend this Agreement at any time and without notice. Such changes shall be binding on you if you continue to use the Site. Please review this Agreement from time to time to see that you are in agreement with the terms hereof, such as they may be from time to time.
14. Governing Law and Arbitration.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, USA, and the venue of any arbitration commenced under this section shall be in the State of New Jersey in Bergen County.
This Agreement, including any and all documents referenced herein, constitutes the entire agreement between Company and you pertaining to the subject matter hereof. In the event that you are solicited by Company for a product or service and you wish to procure such product or service then the application for and supply of such product or service shall be governed by additional terms and conditions separate and apart from this Agreement. Company's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right. Nothing in this Agreement shall be construed as constituting a partnership, joint venture or other association of any kind, or agent/principal relationship between the parties hereto. If any of the provisions contained in this Agreement were determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein. This Agreement shall be governed by and construed in accordance with the applicable laws of the State of New Jersey and the federal laws applicable therein.
16. Contacting Company
If you have any questions concerning this Agreement, please contact Company through the contact information set out on the Site.
© 2012 Company. All rights reserved.
Company Services Terms and Conditions
Capitalized terms in this Agreement are defined in the glossary at the end of the Agreement.
The Services are a payment system by which Company serves as an agent for Landlords to receive payments from their tenants. The Services also include those other services described in this Agreement.
So long as you are not in breach of this Agreement, you shall be granted a unique and private Account accessible through the Service. The Account shall be a record of your Transactions and Fees. Company shall provide you with access codes for the Account. You may not disclose such codes or permit any third party to use them on penalty of forfeiting your access to the Services. You assume full responsibility for the use of its Account and the access codes thereto and shall indemnify Company for any and all claims, losses or other liabilities arising therefrom. Except as required to deliver the Services or as otherwise required by law, Company shall not grant any third party access to your Account.
18. Prohibited Activities
It is forbidden for you to use the Services to, directly or indirectly, knowingly or unknowingly assist in any illegal activity or any Prohibited Activity (all of which are listed below in the Glossary). If you who breach this clause shall, you may be subject to Account Termination with Cause.
19. Prohibited Tenants
The following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Persons who are less than 18 years of age; and (iii) Persons, or their Affiliates who have been subject to an Account Termination with Cause.
20. Rent Payments
When paying Rent by way of the Services, your Landlord will enable one or all of the three methods identified below. You may see which of those payment methods is available to you through he Account.
- (a)ACH. If you wish to make a Rent payment to your Landlord by way of ACH, then, as an agent of the Landlord, we will debit your DDA for the amount of Rent that you wish to pay, as per your instructions to us through the Account. Landlord, or Landlord via its agent, Company, desires to effect settlement of credits and debits from the DDA by means of ACH and/or wire transfer in conjunction with the Lease and this Agreement. In accordance with this desire, Tenant authorizes Landlord, and its agent, Company, to initiate debit and credit entries to the DDA, as identified through the Account and the Site. Tenant agrees to maintain sufficient funds in DDA to cover debit Transactions. By accepting this authorization, Tenant states that they have authority to agree to such transactions and that the DDA indicated through the Account is a valid and legitimate account for the handling of these Transactions. This authority is to remain in effect until Company receives written notice from Tenant revoking it. This authorization is for the payment of Rent, or any other sums owed to Landlord or Company. Landlord also certifies that the appropriate authorizations are in place to allow Landlord to authorize this method of settlement. All changes to the identification of the DDA under this authorization must be made in writing in accordance with the Agreement. Tenant understands that if the information supplied as to the ABA Routing Number and Account Number of the DDA is incorrect, and funds are incorrectly debited or deposited, Company will attempt to assist Tenant in the recovery of such funds but has no liability as to restitution of the same. Company’s assistance in recovering the funds, where available, will be billed to Tenant at Company’s current hourly rate for such work. Landlord acknowledges that the origination of ACH transactions to the DDA must comply with the provisions of applicable law.
- (b)Credit Card Authorization - Rent. Where Landlord has agreed to accept Rent payment by way of credit card, as evidenced by such option being available to Tenant on in the Account, and Tenant elects to make Rent payment by credit card, then Tenant agrees to the following authorization in respect of the credit card of the Tenant entered into the Site through the Account:
- “Tenant hereby authorizes Landlord or Rezzcard, as agent for Landlord, to charge Rent payments on the credit card provided through www.rezzcard.com. This authorization will expire on the expiration date for the credit card provided, unless Tenant wants to terminate this authorization sooner. If Tenant wants to terminate this authorization sooner, provide a date for expiration to Rezzcard. This authorization is subject to any limits established by the Tenant’s credit card issuer. It is Tenant’s responsibility to update the credit card information that is used to pay for Rent through www.rezzcard.com. Tenant understands that they may notify Rezzcard by written request at anytime to terminate this authorization. Landlord and Rezzcard each reserve the right to charge this account without requiring the customer's signed authorization for each transaction. Also, Landlord and Rezzcard reserve the right to terminate this authorization agreement at anytime.”
- (c)Credit Card Authorization – Rezzcard Fees. Where Landlord has agreed to accept Rent payment by way of credit card, as evidenced by such option being available to Tenant on in the Account, and Tenant elects to make Rent payment by credit card, then, in order to pay Rezzcard Fees, Tenant agrees to the following authorization in respect of the credit card of the Tenant entered into the Site through the Account:
- “Tenant hereby authorizes Rezzcard, to charge Fees payable by Tenant under the Rezzcard Terms and Conditions on the credit card provided through www.rezzcard.com. This authorization will expire on the expiration date for the credit card provided, unless Tenant wants to terminate this authorization sooner. If Tenant wants to terminate this authorization sooner, provide a date for expiration to Rezzcard. This authorization is subject to any limits established by the Tenant’s credit card issuer. It is Tenant’s responsibility to update the credit card information that is used to pay for Rent through www.rezzcard.com. Tenant understands that they may notify Rezzcard by written request at anytime to terminate this authorization. Rezzcard reserves the right to charge this account without requiring the customer's signed authorization for each transaction. Also, Rezzcard reserves the right to terminate this authorization agreement at anytime.”
21. Rent Receipts
In respect of all Rent paid by way of the Services, Rezzcard shall issue a receipt to Tenant, as agent for the Landlord (a “Receipt”), which Receipt shall be proof of payment of the Rent to Landlord, enforceable against the Landlord against any claim for non-payment of the amount paid.
22. Company Regulatory Status
Company is not a bank, money transmitter or other money services business. Company is a billing Service that acts on behalf of Landlords in the receipt of Transaction payments of Invoices by Tenants. Company reserves the right to monitor use of the Service to ensure compliance with this Agreement. If it is determined you are not in compliance with this Agreement, Company reserves the right to take appropriate action including, but not limited to, assessing additional Fees or suspension or termination of the Account. You acknowledge that such monitoring of use may include determining whether or not the Service is accessed under the account from multiple IP addresses, as well as noting excessive use or users.
Company is not party to the Lease. You shall indemnify and hold harmless Company and its shareholders, directors officers and employees from any and all claims, losses or other liabilities arising from or in relation to the Lease, including any and all costs associated with the legal defense related to such claims.
24. No Returns Refunds or Chargebacks
Under no circumstances will Company permit any Transaction to be subject to a return, reversal, refund or chargeback unless Company believes that the Transaction was in furtherance of Prohibited Activity, in which case Company reserves the right to return the face-value thereof to the Tenant or withhold the amount thereof pending an order by a court of competent jurisdiction to remit it to Landlord, Tenant or a government authority.
25. Intellectual Property Rights in Service
Tenant is hereby granted a non-exclusive, non-transferrable limited right to use the Services for the term of this Agreement only. Company reserves all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property rights. Company owns the title, copyright and other worldwide Intellectual Property Rights in the Service. This Agreement does not grant you any rights to any of the names, trademarks or service marks of Company.
You shall pay Fees for use of the Services. Pursuant to instructions from you through the Site or otherwise through the Services, when you initiates any Transaction or requests a Service for which Fees are applicable, the Fees will be deducted from the settlement of the Transaction to the Landlord or charged to the payment method selected for Rent payment. The Fees set out on the Site are incorporated herein by reference and form a part of this Agreement. Fees collected are not refundable.
27. Tenant Representations
Each Tenant represents and warrants to Company that they: (a) are at least 18 years of age; (b) will not violate any applicable laws or regulations of any state or federal legislature or regulatory body; and (c) will not redistribute the content accessed through Site to anyone, nor engage in any Prohibited Activity.
28. COLLECTION, USE, STORAGE AND DISCLOSURE OF PERSONAL INFORMATION.
Tenant shall defend, indemnify and hold harmless Company, its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from (i) Tenant’s performance under this Agreement including, without limitation, performance, nonperformance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you; (ii) the negligent or wilful acts or omissions of Tenant or Tenant’s agents and/or employees; and (iii) any statements, claims, representations or warranties made by Tenant or Tenant’s agents and/or employees, relating to any matter.
30. Term and Termination
- 30.1 Term. This Agreement shall be effective commencing on the date that you have accepted the terms of this Agreement via the Site or in writing (the "Effective Date") and thirty (30) days thereafter (the “Initial Term”). After the Initial Term, this Agreement shall be renewed automatically for additional consecutive thirty (30) day periods, unless earlier terminated in accordance with the terms hereof.
- 30.2 Termination. Either party may terminate this Agreement at any time on notice to the other party. In the event of a breach of the terms hereof by a you, Company may effect an Account Termination with Cause.
- 30.3 Procedure upon Termination. Upon any termination of this Agreement, you shall longer be entitled to use the Account, Services or the Site. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve the you of its obligations to pay accrued Fees or other liabilities to you hereunder. In so far as this Agreement is terminated and you is not in default, then the Transactions pending settlement at the time of such termination shall be settled notwithstanding the termination.
- 30.4 Discontinuance. Company reserves the right to discontinue the Service at any time.
- 31. Confidentiality.
You agree that, during the Term hereof and for a period of two (2) years thereafter neither you nor any of its Affiliates will directly or indirectly disclose any Confidential Information. Upon any termination hereof, you shall return all Confidential Information in its possession to Company.
32. LIMITATION OF LIABILITY
- 32.1 NO WARRANTIES. THE SERVICE IS PROVIDED ON AN "AS-IS", "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY COMPANY OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE.
- 32.2 LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY, ITS TENANTS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO TENANT FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF COMPANY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL COMPANY’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO THE TENANT, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENDS BETWEEN COMPANY AND YOU) EXCEED THE FEES ACTUALLY PAID TO COMPANY BY TENANT DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- 32.3 Force Majeure. Company shall use its commercially reasonable efforts to perform its obligations hereunder, however, Company, its Affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Company’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Company’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by you.
- 33.1 Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested: to Company at the postal address provided therefore on the Site; to you at the address provided therefore upon registration with the Site; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
- 33.2 Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other's prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner.
- 33.3 On-Line or Written Formation of Contract. By acceptance of the terms hereof on-line by you or by execution of a written acceptance of the terms hereof by you, this Agreement together with any supplemental agreements and appendixes constitute the entire validly legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
- 33.4 Amendments to this Agreement. From time to time Company will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site. Company will provide notice of these amendments or revisions to you through the Site. If the amendment or revision is required in order to Company and the Services to remain in compliance with applicable laws or payment processor regulations, then the amendment or revision shall take effect as of when it is posted to the Site. If, on the other hand, the amendment or revision is not required under law or by a payment processor of Company, and you does not close its Account within thirty (30) days of notice on the Site of the amendment or revision, then the you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Site or by such other means as Company may reasonably prescribe.
- 33.5 Assignment. None of you or any of your successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of Company which consent may be withheld for any reason, at Company's sole discretion. Company may assign any of its rights or obligations hereunder without prior notice or consent of you.
- 33.6 Successors. This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
- 33.7 Missing Tenants. If, for whatever reason, Company is unable to contact a Landlord to complete a Transaction for their benefit, then Landlord shall retain title in such unsettled funds, but after two (2) years, Company reserves the right to remit the amount thereof to government authorities responsible for taking possession of lost property in the jurisdiction of the you or that of Company.
- 33.8 Enforcement. The you shall be liable for and shall indemnify and reimburse Company for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by Company in the enforcement of this Agreement, or in collecting any amounts due from you hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
- 33.9 Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
- 33.10 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
- 33.11 Governing Law and Choice of Forum. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, USA, and the venue of any arbitration commenced under this section shall be in New Jersey in Bergen County.
- 33.12 Whole Agreement. References to "this Agreement" include any Account Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by Company and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
The following terms shall have the meanings indicated below:
- 34.1 “Account Termination with Cause” means termination of this Agreement by Company whereupon Company may, at its discretion: (i) prevent Transaction activity in the Account; and (ii) return to Tenants Transaction funds that have not yet been remitted to Landlord;
- 34.2 “Account” means an account made available to a you through which you can transmit instructions or receive information in relation to the Services;
- 34.3 “ACH” means Automated Clearing House payment transaction;
- 34.4 “Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest.
- 34.5 “Confidential Information” means all proprietary, secret or confidential information or data relating to Company and any of its Affiliates, operations, employees, independent sales organizations, agents, products or services, clients, customers or potential customers, tenants or landlords. Confidential Information shall include, without limitation, you lists, all you agreements and all parts thereof, financial or other data in any format, computer access codes, instruction and/or procedural manuals, payroll information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. In order for you to perform hereunder, Company will be obliged to disclose to you certain Confidential Information concerning the Services and Business;
- 34.6 “Tenant” means a you who wishes to make a payment to a Landlord through the Services;
- 34.7 “DDA” means a bank account of a Tenant that: (i) Tenant maintains a bank or financial institution; (ii) Tenant wishes to use to make payment Transactions via ACH to Landlord hereunder; and (iii) has been identified for use hereunder through the Account at the Site;
- 34.8 “Fees” means those amounts for which you are liable to pay in consideration of the Services, including, without limitation, Transactions;
- 34.9 “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- 34.10 “Lease” means the agreement or other relationship between a Landlord and a Tenant where either wishes to make use of the Services in relation thereto.
- 34.11 “Landlord” means the landlord for the Premises under the Lease that wishes to receive payment from a Tenant through the Services;
- 34.12 “Lease” means an agreement between Tenant and Landlord for the lease of the Premises;
- 34.13 “Premises” means the premises leased under a Lease;
- 34.14 “Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
- 34.15 “Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following adult or adult-related services, including escort services, adult massage, or other adult-entertainment services; adult performers or adult webcam services; any act that is illegal in the united states or in the jurisdiction where the person carrying out the activity is resident, domiciled or located; bath salts and herbals; betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races; bill payment services; buyers or discount clubs; cigarettes, tobacco or e-cigarettes; credit counseling or repair agencies; credit protection or identity theft protection services; digital goods including digital currency; direct marketing or subscription offers; inbound or outbound telemarketing businesses including lead generation businesses; infomercial sales; internet, mail or telephone order pharmacies or pharmacy referral services; items that encourage, promote, facilitate or instruct others to engage in illegal activity; items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics; items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; items that promote hate, violence, racial intolerance, or the financial exploitation of a crime; items that promote, support or glorify acts of violence or harm towards self or others; legal fees including bankruptcy attorneys; live animals; medical equipment; multi-level marketing businesses (MLM); obscene or pornographic items; payment aggregators; prepaid phone cards or phone services; purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses; real estate or motor vehicles; rebate based businesses; sales of money-orders or foreign currency; up-sell merchants; using the Services as a means to transfer funds between bank accounts held in the same name; using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy; using the Services in a manner that Company or any payment card network reasonably believes to be an abuse of the payment card system or a violation of payment card network rules; using the Services in any manner that could damage, disable, overburden, or impair Company including without limitation, using the services in an automated manner; using the Services in violation of the terms of this Agreement, as reasonably determined by Company; using the Services that in any way assists you or others in the violation of any law, statute or ordinance; using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs; using the services to control an account that is linked to another account that has engaged in any of the foregoing activities; using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent; using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code; using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others; using the Services to provide yourself with a cash advance from your own credit card or to help others to do so; using the Services to send or receive what Company considers to be funds for something that may have resulted from fraud or other illegal behavior; using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or weapons including replicas and collectible items; weight loss programs; wire transfer money orders;
- 34.16 “Receipt” means a Landlord receipt delivered by Company to a Tenant of the Landlord that serves as proof of payment of a Transaction amount by the Tenant to the Landlord, by way of the Services.
- 34.17 “Services” means the service of Company acting as an agent of a Landlord for the purpose of: (i) informing Tenants of the Landlord concerning how Transactions may be completed for the benefit of the Landlord; (ii) serving as an agent of the Landlord for the purpose of accepting payment from Tenants; and (iii) serving as an agent of Landlord to deliver receipts to Tenants for payment to Landlord by way of Transactions.
- 34.18 “Site” means www.rezzcard.com;
- 34.19 “Transaction” means a payment transaction by way of the Services;
- 34.20 “Company”, “Us”, “We”, “Our” or “Company” means Company Holdings, LLC; and
- 34.21 “You”, “Your” or “Tenant” means any you, being a tenant of a Landlord who wishes to use the Services to pay Rent.
35. Contacting Company
If you have any questions concerning this Agreement, please contact Company through the contact information set out on the Site.
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