TERMS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OR OBTAINING ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES THROUGH THIS WEBSITE.

We offer access to and use of our site, products, and services to you subject to your acceptance of these terms and conditions of service ("TOS"). By accessing, using or obtaining any content, data, materials, information, products or services through our sites, you agree to observe these Terms. If you do not accept these TOS, you must immediately end your visit to our website and cancel any related products or services. For purposes of this Agreement, "You," “User,” and "Customer" mean the customer or User of the website, product, or service, "We/us," “Company,” and "CompliaShield" mean CompliaShield LLC and all its affiliated and subsidiary companies, "Site" means the website on the World Wide Web located at www.compliashield.com and other Company websites. "Content" means the information and other material available within the Site.

Use of a CompliaShield product or service constitutes acceptance and agreement to the CompliaShield Acceptable Use Policy (“AUP”), the Service Level Agreement (“SLA”), and the CompliaShield Terms of Service (“TOS”). CompliaShield may modify the AUP and the TOS at any time in its sole discretion. Any modifications are effective upon posting on the Site. Customer understands that changes to the TOS or the AUP by the company shall not be grounds for contract termination or non-payment.

1. PAYMENT

All services must be paid for in advance except by special arrangement with CompliaShield. Timely payment for services is required. Delinquent accounts will be notified and may result in account suspension or termination, liability for which CompliaShield shall not be responsible. It is the responsibility of the customer to maintain current and accurate billing information. You also authorize CompliaShield to collect delinquent payments via your recurring billing credit card or other credit card provided during previous orders.

2. TAXES

Customer will be responsible for and will pay all taxes and similar fees, now in force or enacted in the future, imposed on CompliaShield products and services.

3. CANCELLATION/TERMINATION

CompliaShield may terminate service at any time without notice, if, in the sole judgment of CompliaShield, customer is in violation of the AUP. CompliaShield will not issue partial refunds or credits as a result of a termination due to a violation of the AUP.

4. REFUNDS AND DISPUTES

All payments to CompliaShield are nonrefundable. This includes all fees, regardless of usage. Any overcharges or billing disputes must be reported within 30 days of the date the disputed charge occurred.

5. SERVICE RATES

CompliaShield reserves the right to change fees and rates or to institute new fees at any time upon posting to the CompliaShield website at www.compliashield.com. CompliaShield reserves the right to change Customers’ monthly service rates at any time upon 30 days prior notice to Customer.

6. ACCEPTABLE USE

The Acceptable Use Policy (AUP) sets forth guidelines for the acceptable use of CompliaShield products and services. It is the customer’s responsibility to review the AUP prior to executing this contract. The AUP is posted on the CompliaShield site and may be updated from time to time. It is the customer’s responsibility to regularly check for updates. Registering for and using any services constitutes acceptance of and agreement to the CompliaShield AUP. Any violation of the AUP may result in suspension or termination of services.

7. OWNERSHIP

We own and have copyrights on our sites’ software, design, structure and data compilation, and Materials located thereon, and all of their content. You will not copy, reproduce, republish, upload, post, transmit, distribute, sell, transfer or modify any of the content, data, information or materials found on our sites, and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without CompliaShield's prior written permission. Trademarks, logos and service marks displayed on our sites ("Marks") are our registered and common law Marks. Your use of and access to our sites do not grant you any license or right to use any of these Marks not otherwise stated herein. You will not use any robot, spider, other automatic device, or manual process to monitor materials available through our sites.

No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the software accessed by You hereunder, in whole or in part, is granted except as expressly provided by this Agreement. Neither You nor any of Your affiliates shall reverse engineer, decompile or disassemble the software. Nothing in this Agreement will entitle You or any of Your affiliates to access or use the source code of the software.

8. TRADEMARKS, SERVICE MARKS, AND COPYRIGHTS

All brand, product, service, and process names appearing on this Site are trademarks of their respective holders, and CompliaShield does not make any endorsements of such trademarks of their respective holders that appear on this Site. CompliaShield's trademarks may be used publicly with written permission only from CompliaShield. Fair use of CompliaShield's trademarks in advertising and promotions of CompliaShield's products requires proper acknowledgement. Reference to or use of a product, service, or process does not imply endorsement, recommendation, approval, affiliation, or sponsorship of that product, service, or process by CompliaShield. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

9. SERVICE INTERRUPTION

From time to time, it may be necessary for CompliaShield to suspend services for technical reasons, to maintain the network or to prevent improper use of CompliaShield services or network. Such suspension will not entitle customer to credit for network interruption.

CompliaShield shall not be liable for service interruption if such interruption is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, storms, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services. Such occurrences will not entitle customer to credit for network interruption.

Payment Gateway Availability: In the event a payment gateway is not up to the standards of PCI, or there are status changes from a payment gateways API, service for that gateway may be suspended. It is the responsibility of User to switch to a new payment gateway until such time that the suspended payment gateway meets PCI standards or the API changes have been resolved. Such suspension will not entitle customer to credits to the account for Payment Gateway service interruption. CompliaShield will not provide technical support nor is liable for any result of service interruption from a Payment Gateway.

10. CUSTOMER WARRANTY

You warrant and represent to CompliaShield that you are at least eighteen (18) years of age, possess the legal right and ability to enter into this Agreement, and will use the services for lawful purposes in accordance with this Agreement.

11. LINKS TO OTHER SITES

Use of links on this site (Links) may let you leave the CompliaShield site and go to other Web sites. The linked sites are not under the control of CompliaShield and CompliaShield is not responsible for the content, the accuracy thereof or any other aspect of any linked sites or any link contained in a linked site. CompliaShield reserves the right to terminate any Links or linking program at any time. CompliaShield does not endorse such Links, companies or products, or information to which it links and reserves the right to note as such on its Site. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

12. INTERNATIONAL (NON-U.S.) USE

CompliaShield controls this Site from its offices within the United States of America. CompliaShield makes no representation that Materials in the Site are appropriate, legal, or available for use in other locations, and access to them from territories where their content is illegal and prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. You may not use or export the Materials in violation of U.S. export laws and regulations.

13. TERMINATION OF SERVICE

If you breach any of the terms or conditions of this Agreement, CompliaShield may, at its sole discretion, (a) suspend your access to certain areas of the Site and Product or Service, (b) terminate your access to certain areas of the Site and Product or Service, for any reason, including but not limited to lack of use, or if CompliaShield believes that you are in breach of any of the terms or conditions of this Agreement. Whether or not a breach results in suspension or termination depends on several factors, including but not limited to the severity of the breach, the potential harm to other Users or to CompliaShield, and whether or not the breach is repeated or cured. If CompliaShield suspends or terminates your right to access or use the CompliaShield Site and Service then CompliaShield shall, within 24 hours, provide notice to you of such action. In the case of suspension or termination of access and/or service, CompliaShield is not obliged to refund to You any fees for the remaining period of service after termination. If access and/or service is suspended, but re-instated later, your service period will be resumed from the point of re-installation until the service period expires, after which normal charging process will apply. If access is suspended and then terminated, termination rules as described above will apply. You agree that termination of your access to the Product or Service will result in CompliaShield having the right to immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Product or Service. Further, you agree that CompliaShield shall not be liable to you or any third-party for any suspension or termination of your access to the Product or Service.

14. INDEMNIFICATION

YOU HEREBY AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD CompliaShield (AND ITS DESIGNEES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGE, LIABILITY, OR EXPENSE ARISING OUT OF OR RELATING TO ANY THIRD-PARTY CLAIM, ACTION, DEMAND OR ALLEGATION BROUGHT AGAINST CompliaShield BASED UPON OR RELATING TO, DUE TO OR ARISING OUT OF (A) A DISPUTE BETWEEN YOU AND A VENDOR OR A USER (REGISTERED OR OTHERWISE) OVER THE TERMS AND CONDITIONS OF A CONTRACT OR RELATED TO THE PURCHASE AND SALE OF ANY GOODS/SERVICES, (B) A BREACH BY YOU OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, (C) ANY ACTION BY YOU OR A VENDOR OR USER (REGISTERED OR OTHERWISE) WHICH VIOLATES ANY LAW, REGULATION OR RIGHTS OF A THIRD PARTY, OR (D) CONTENT YOU SUBMIT, POST, TRANSMIT OR MAKE AVAILABLE THROUGH THE PRODUICT OR SERVICE, YOUR USE OF THE PRODUCT OR SERVICE, YOUR CONNECTION TO THE PRODUCT OR SERVICE, YOUR VIOLATION OF THE AGREEMENT, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

15. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

WE MAKE NO WARRANTY OF ANY KIND REGARDING OUR SITES, PRODUCTS, SERVICES AND/OR ANY CONTENT, DATA, MATERIALS, INFORMATION PROVIDED ON OUR SITES, ALL OF WHICH ARE PROVIDED ON AN "AS IS" AND AS AVAILABLE BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

WE EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT OUR SITES, PRODUCTS OR SERVICES (I) WILL MEET YOUR REQUIREMENTS, (II) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR (III) WILL PROVIDE RESULTS THAT WILL BE ACCURATE OR RELIABLE.

WE FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR SERVICE WILL MEET YOUR EXPECTATIONS, AND/OR (II) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, YOU SHOULD BE AWARE THAT THE MATERIALS MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, OR OUTDATED INFORMATION. WE FURTHER DISCLAIM ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, ADEQUACY, CURRENCY, VALIDITY, OR RELIABILITY OF ANY MATERIALS, AND TIMELINESS OF ANY CONTENT OR INFORMATION FOUND ON OUR SITES. CompliaShield MAKES NO COMMITMENT TO UPDATE SUCH CONTENT OR INFORMATION.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CompliaShield OR THROUGH OR FROM THE PRODUCT OR SERVICE SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED IN THE AGREEMENT.

16. LIMITATION OF LIABILITY

YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND AND AGREE THAT:

NEITHER CompliaShield NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, BUSINESS INTERRUPTION, LOSS OF INFORMATION (EVEN IF CompliaShield HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARRISING OUT OF OR RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PRODUCT, SERVICE, MATERIALS OR THE SITE; (II) THE COST OF PROCUREMENT OF GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PRODUCT OR SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE PRODUCT OR SERVICE. IN NO EVENT WILL CompliaShield NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, DESIGNEES, OR AGENTS, BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF OR RELATING TO THIS AGREEMENT REGARDLESS OF THE FORM OF CLAIM OR ACTION.

CompliaShield NOR ITS SUPPLIERS SHALL NOT BE RESPONSIBLE OR LIABLE FOR (A) ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF YOUR ACCESS TO, USE OF, OR BROWSING IN OUR SITES OR YOUR DOWNLOADING OF ANY CONTENT, INFORMATION, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM OUR SITES OR (B) ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF OUR SITES OR CONTENT, DATA, MATERIALS OR INFORMATION FOUND THEREIN, (II) ANY FAILURE OR DELAY IN THE USE OF OR INABILITY TO USE ANY COMPONENT OF THESE SITES, OR (III) ANY PERFORMANCE OR NON PERFORMANCE BY US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO A PARTY OR PARTIES.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. IF, DESPITE THE LIMITATION ABOVE, WE ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED IN THE LIMITATION ABOVE, THEN OUR LIABILITY WILL IN NO EVENT EXCEED, IN TOTAL, THE SUM OF US$250.00.

17. CHOICE OF LAW & VENUE FOR DISPUTES

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO ITS RULES GOVERNING CONFLICTS OF LAW. THE PARTIES AGREE THAT THE EXCLUSIVE VENUE FOR ALL ACTIONS AND ARBITRATIONS RELATING IN ANY MANNER TO THIS AGREEMENT SHALL ONLY BE IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN DENVER COUNTY, COLORADO, U.S.A.

18. OTHER TERMS

If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained in this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms and Conditions of this Agreement must be filed within one (1) year after the date of such claim or cause of action arose or be forever barred. The failure of CompliaShield to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. You may not assign this Agreement or any of its rights or obligations without the prior written consent of CompliaShield, and any such attempted assignment will be void. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the permitted successors, legal representatives and assigns of the parties hereto. Notwithstanding anything else set forth herein to the contrary, the relationship between you and CompliaShield is an independent contractor relationship only, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or any other agency relationship between the parties. If any provision hereof is declared invalid by a court of competent jurisdiction, such provisions shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

ADDITIONAL TERMS AND CONDITIONS FOR BILL PAY PRODUCTS AND SERVICES:

19. CompliaShield UNDERTAKINGS

19.1 Payment Gateway Access Services.

CompliaShield shall provide to Customer the ability to connect the Company products and services with the third-party Payment Gateways that are available within the Company products and services in accordance with the terms and conditions of this Agreement.

19.2 Relationship to Direct Customers

Direct Customers of Company ("Direct Customers") are customers that have a direct, contractual relationship with Company. These Direct Customers are required to have a HIPAA BAA with Company and pay Company directly for use of Company site, products, and services. Direct Customers may use Company products and services directly, or resell Company products and services to their own client base. Direct Customers are responsible for obtaining and maintaining HIPAA BAA and PCI Compliance with their own clients. Direct Customers must abide by all terms and conditions of this Agreement. Direct Customers are responsible for providing all support to their clients who use Company products and services. Customers cannot represent any products or services of Company in a manner that violates the AUP. Acceptable Use Policy.

19.3 Relationship to Clients of Direct Customers

Users of these products and services that do not pay Company directly and do not have a direct HIPAA BAA with Company are the Clients of Direct Customers (referred to as "Clients of Customers"). Clients of Customers are responsible for obtaining and maintaining HIPAA BAA and PCI Compliance with the Direct Customer they purchase access and use of Company products or services from. Clients of Customers that are Users of Company sites, products and services must abide by all terms and conditions of this Agreement. Clients of Customers must contact the Direct Customer with any and all support questions, account, pricing, training and technical support needs. Direct Customers are responsible for providing all support to Clients of Customers. Company is not responsible for training, servicing or support or communication of Clients of Customers. Company reserves the right to communicate directly with all Users of Company products and services regarding updates to notices, agreements, security updates, requests from Users for communication or any and all system or account notices, regardless of relationship. All Users of Company sites, products, and services agree that they understand their relationship with Company and their responsibilities regarding use of Company products and services. All Direct Customers are responsible for ensuring the Clients of Customers adhere to all provisions and responsibilities within this agreement.

20. USERS UNDERTAKINGS

20.1 Account Information, ID and Password.

Users must create an account and select an ID and password to enable User to access User’s payment gateway account. User will restrict access to such ID, password, and account to User’s employees and agents as may be reasonably necessary consistent with the purposes of this Agreement and will ensure that each such employee and agent accessing and using the account is aware of and otherwise complies with all applicable provisions of this Agreement regarding such use and access. User is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes for purposes of giving User access to Company products and services and third-party Payment Gateway services. Company shall be entitled to rely on information it receives from User and may assume that all such information was transmitted by or on behalf of User. User shall comply with all Company recommendations and notices regarding the security of User’s ID, password and payment gateway account(s).

20.2 Compliance

In connection with the exercise of Users’ rights and obligations under this Agreement, User will comply, at User's own expense, with all laws, policies, guidelines, regulations, ordinances, rules applicable to Customer, this Agreement, AOP, end User data or the Transactions and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including, without limitation, the Payment Network Rules, the Federal Trade Commission, HIPAA, PCI, and Services Documentation. Company reserves the right to amend, modify or change the Services Documentation at any time. User shall not use the Payment Gateway or BillPay Transaction Services in any manner, or in furtherance of any activity that may cause Company to be subject to investigation, legal actions, or liability of any kind.

20.3 Relationship to Payment Gateways and Merchant Service Providers

User may have enrolled with a Payment Gateway(s) and/or a Merchant Service Provider(s). User agrees that User is responsible for maintaining all terms and agreements with any Payment Gateway(s) and/or Merchant Service Provider(s), and that Company is not responsible for any harm, loss, liability or any other injury to the business that is caused by User’s relationship with their Payment Gateway(s) and/or Merchant Service Provider(s). User understands that Company is not responsible for providing support, customer service, account setup, account management, technical support or any questions regarding setup of their Payment Gateway(s) and/or Merchant Service Provider(s). In addition to any other agreement User may have with their Payment Gateway(s) and/or Merchant Service Provider(s), the terms and conditions of this Agreement govern User's use. User expressly acknowledges and agrees that Company may share information about User and User’s account with their Payment Gateway(s) and/or Merchant Service Provider(s).

20.4 Relationship to Third Party Products and Services

User’s use of third party products and services, shall be governed by and subject to separate third party product, service, software, and/or license agreements. Company will not be a party to such third-party agreements and does not warrant or guarantee any third-party product or service.

21. DATA COLLECTION, PRIVACY, AND SECURITY

21.1 User.

a. User is solely responsible for the security of data residing on servers owned or operated by User or a third party designated by User (e.g., a processor, payment gateway or other service provider). User shall comply with all applicable laws, policies and regulations governing the security, privacy, collection, retention and use by User of End User data, including, without limitation, financial information, card account numbers, and all other personally identifiable End User information. User agrees to provide notice to End Users on User’s website that discloses how and why personal and financial information is collected and used, including uses governed by this Agreement.

b. User will comply with all then-current legal obligations and security measures, as applicable, including without limitation those issued by Payment Networks and the Federal Trade Commission, associated with the collection, security, dissemination and destruction of End-User and Transaction data, and expressly including the Payment Card Industry Data Security Standard (PCI DSS). User acknowledges that User is responsible for the security of End User cardholder data while in User’s possession. User warrants that User has taken such precautions as are necessary to ensure that User’s server and electronic systems are secure from breach or intrusion by unauthorized third parties. In the event that User’s system is breached and an unauthorized third party has access to or has accessed End-User data or Transaction data, User shall notify Company immediately of such breach and shall take such precautions as may be necessary to prevent such breaches from occurring in the future.

c. User agrees that User will comply with all Company security protocols and security advisories in effect during the term of this Agreement. User is solely responsible for verifying the accuracy and completeness of all Transactions submitted and processed by the third-party Payment Gateways associated with User’s account and verifying that all corresponding funds are accurately processed. User acknowledges that Company shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to User’s account, End-User or Transaction data. Company has no liability for improperly processed or unauthorized Transactions.

21.2 Company

a. Company will collect, retain, and disclose information and data collected from User and End Users in accordance with the Services Documentation and Privacy Policy. In addition, Company, with its partners, suppliers and/or their agents/contractors may transfer data amongst themselves as necessary for purposes of the provision and management of the Payment Gateway Access Services. While Company uses commercially reasonable efforts to safeguard data, Company does not warrant that End-User data and Transaction data will be transported without unauthorized interception or modification or that data will not be accessed or compromised by unauthorized third parties.

b. With respect to the Payment Gateway Services, at all times while this Agreement is in effect, Company will maintain compliance with the Payment Card Industry Data Security Standard (PCI DSS). Company acknowledges that Company is responsible for the security of End User cardholder data while in Company’s possession.

22. Termination and Suspension.

22.1 Termination by Company.

Company may terminate this Agreement and/or User’s access to the Payment Gateway and products or services at any time and for any reason, with or without cause, upon ten (10) days’ written notice.

22.2 Termination or Suspension of User by a Payment Gateway or Merchant Service Provider

Company is not responsible for any injury to business due to the termination of an agreement between any User's and their third-party vendors. Company is not responsible for assisting User implement a new Payment Gateway or Merchant service.

22.3 Threatening Condition.

In the event that Company reasonably believes that User is in violation of its obligations hereunder, including, without limitation, selling products or services that violate law or regulation, or that User’s conduct poses a threat to Company’s systems, equipment, processes, or Intellectual Property (the “Threatening Condition”) Company may immediately suspend User’s Account(s). In any event, Company may terminate this Agreement if the Threatening Condition remains uncured more than ten (10) calendar days after User is notified of the Threatening Condition.

22.4 Effect of Termination.

Upon termination of the Agreement for any reason, all obligations of Company are extinguished. All payment obligations of Customer to Company hereunder and the terms of sections 15, 16, 17, and 18, above, shall survive such termination.