WebSite Terms of
Use
Last updated on [April] [8], 2024
PLEASE READ THESE TERMS OF USE CAREFULLY. tHESE Terms of
Use constitute a legally binding agreement BETWEEN you and us, and BY USING THE
SITE, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU DO NOT
AGREE TO THESE TERMS OF USE, YOU MUST CEASE USING THE SITE IMMEDIATELY.
Modifications to these Terms of Use
We
reserve the right, in our sole discretion, to modify these Terms of Use at any
time without notice to you. We will post all modifications to these Terms of
Use on the Site, and they will become effective immediately upon being posted
to the Site. Your continued use of the Site following the posting of such
modifications constitutes your acceptance of them. Therefore, you should check
the date of the last update, as identified at the top of these Terms of Use,
each time that you visit the Site and review any modifications made since the
last time that you visited it.
Privacy Policy
We will treat all personal information in accordance with our Privacy Policy (the “Privacy Policy”). By using the Site, you consent to the privacy practices set forth in the Privacy Policy, which are incorporated by reference into these Terms of Use.
Site Access
The Site is intended only for use by persons who are at least 18 years of age in the United States. The Site is not intended for use by persons in any jurisdiction or country where such use would be contrary to applicable laws or regulations. We may restrict your access to the Site during times you are in a country for which use of the Site would be prohibited. You are responsible for compliance with all local laws.
To protect the security of your information, we may require you to authenticate your identity (i.e., prove that you are who you say you are) to conduct certain transactions on the Site. You are solely responsible for maintaining the confidentiality of any access credentials that you use to access the Site. If you believe that information that you have submitted through the Site has been used without your permission, you must tell us immediately using the contact information below. If you fail to notify us, you may be liable for all unauthorized activity.
Site Content
The Site may provide general information about our products and services. Your eligibility for particular products and services is subject to our final determination, restrictions, and acceptance. We may discontinue or make changes to the information, products, licenses, or services described on the Site at any time. Any dated information is published as of its publication date only. We do not undertake any obligation or responsibility to update or amend any such information. We reserve the right to terminate any or all offerings without prior notice. Furthermore, by offering information, products, or services via the Site, no solicitation is made by us to any person to use such information, products, or services in jurisdictions where the provision of information, products, or services is prohibited by law.
Proprietary Materials
The
Site contains forms, content, information, trademarks, and other proprietary
materials that belong to us and our licensors and that are protected by
copyright, trademark, and other intellectual property laws (collectively,
“Proprietary Materials”).
You
should assume that everything on the Site constitutes Proprietary Materials.
Unless otherwise expressly permitted by us in writing, you shall not copy,
download, reproduce, distribute, publicly display, publicly perform, prepare
derivative works of, or otherwise use or exploit Proprietary Materials. Any
commercial use of Proprietary Materials is strictly prohibited. All rights not
expressly granted herein are reserved to us and our licensors.
We respect the intellectual property rights of others and take claims of copyright infringement seriously. We will respond to claims of alleged copyright infringement that are properly brought to our attention. If you believe any materials on the Site infringe upon your copyright, please notify us and provide us with information about the material that is claimed to be infringing and where it is located on the Site as well as information reasonably sufficient to permit us to contact you.
Copyrights and Copyright Agent
If you believe your work has been copied in a way
that constitutes copyright infringement, please provide a notice containing all
of the following information to our Copyright Agent listed below: (i) an
electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright; (ii) a description of the copyrighted work that you
claim has been infringed; (iii) a description of where the material that you
claim is infringing is located on the Site; (iv) your address, telephone number,
and e-mail address; (v) a statement by you that you have a good faith belief
that the disputed use is not authorized by the copyright owner, its agent, or
the law; and (vi) a statement by you, made under penalty of perjury, that the
above information in your notice is accurate and that you are the copyright
owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent for notice of claims of
copyright infringement on the Site is [CalliPay Legal], who can be reached as
follows:
By Mail: PO Box 252318 West Bloomfield MI 48325
By Phone: 888-882-9204
By E-mail: legal@callipay.com
Restrictions
You
agree that you will not yourself or through any third party: (i) use the Site
in a manner that violates applicable laws or the rights of third parties,
including intellectual property laws and third-party rights with respect
thereto; (ii) engage in any conduct that restricts or inhibits anyone’s use or
enjoyment of the Site or which may harm us or other users of the Site; (iii)
violate the security of the Site, including by using any device, software, or
routine that interferes with the proper functioning of the Site, accessing or
attempting to access any systems or servers on which the Site is hosted, modifying
or altering the Site in any way or forging headers, misrepresenting your
identity, or otherwise manipulating identifiers to deceive others; (iv) use
automated data extraction tools or manual processes to extract Proprietary
Materials from the Site; (v) except as otherwise explicitly provided on certain
Proprietary Materials that you may access through the Site, remove, conceal or
alter any identification, copyright or other proprietary rights notices or
labels on the Site or Proprietary Materials; or (vi) engage in any other
objectionable conduct as determined by us in our sole discretion.
Third-Party Sites
We may
include links on the Site to third-party websites that we do not control or
operate (each, a “Third-Party Site”). We are not responsible for any
information, content, advertising, products, services, or other materials on
any Third-Party Site, and the presence of such links does not constitute our
endorsement, approval, or sponsorship of any Third-Party Site. If you choose to
access any Third-Party Site, you are doing so at your own risk and you will be
subject to the terms and conditions of that Third-Party Site. Therefore, before
interacting with any Third-Party Site, you should consult the legal terms
governing the use of such Third-Party Site. We expressly disclaim any and all
liability resulting from your use of any Third-Party Site.
Materials
Provided to us or Posted on the Site
With
respect to any materials you provide to us (including feedback and suggestions)
or post, upload, input, or submit to the Site or its associated services
(collectively “Submissions”), by providing, posting, uploading, inputting, or
submitting your Submission you are granting us and our designees permission to
use your Submission including, without limitation, the rights to: copy,
distribute, transmit, publicly display, publicly perform, reproduce, edit,
translate, and reformat your Submission; and to publish your name in connection
with your Submission. No compensation will be paid with respect to the use of
your Submission, as provided in these Terms of Use. We are under no obligation
to post or use any Submission you may provide and may remove any Submission at
any time in our sole discretion.
By providing,
posting, uploading, inputting, or submitting your Submission you warrant and
represent that you own or otherwise control all of the rights to your
Submission and have the authority to grant the rights, in each case as
described in this section, including, without limitation, all the rights
necessary for you to provide, post, upload, input, or submit the Submissions.
Account
Security
To
access the Site or some of the resources it offers, you may be asked to provide
certain registration details or other information. It is a condition of your
use of the Site that all the information you provide on the Site is correct,
current, and complete. You agree that all information you provide to register
with the Site or otherwise, including, but not limited to, through the use of
any interactive features on the Site, is governed by our Privacy Policy, and
you consent to all actions we take with respect to your information consistent
with our Privacy Policy.
If you
choose, or are provided with, a username, password, or any other piece of
information as part of our security procedures, you must treat such information
as confidential, and you must not disclose it to any other person or entity.
You also acknowledge that your account is personal to you and agree not to
provide any other person with access to the Site or portions of it using your
username, password, or other security information. You agree to notify us
immediately of any unauthorized access to or use of your username or password
or any other breach of security. You also agree to ensure that you exit from
your account at the end of each session. You should use particular caution when
accessing your account from a public or shared computer so that others are not
able to view or record your password or other personal information.
We
have the right to disable any username, password, or other identifier, whether
chosen by you or provided by us, at any time in our sole discretion for any or
no reason, including if, in our opinion, you have violated any provision of
these Terms of Use.
Disclaimer
THE
SITE AND PROPRIETARY MATERIALS ARE PROVIDED “AS-IS”, “WHERE-IS” AND
“AS-AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CALLIPAY HEREBY EXPRESSLY DISCLAIMS
ON BEHALF OF OURSELVES AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS
(COLLECTIVELY, THE “CALLIPAY PARTIES”) ANY AND ALL WARRANTIES OF ANY KIND,
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NEITHER CALLIPAY NOR ANY OF THE CALLIPAY PARTIES REPRESENTS OR WARRANTS THAT
THE SITE WILL BE ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT
THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES CALLIPAY OR
ANY OF THE CALLIPAY PARTIES MAKE ANY
REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, RELIABILITY,
TIMELINESS, QUALITY, PERFORMANCE, OR SUITABILITY OF THE SITE OR PROPRIETARY
MATERIALS.
Limitation of Liability
TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CALLIPAY OR ANY OF
THE CALLIPAY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY (I)
CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES OF
ANY NATURE ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR
ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF SUCH PARTY HAS
BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR (II) DIRECT
DAMAGES IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100).
Indemnification
You
shall indemnify, defend, and hold harmless CalliPay from and against any and
all claims, actions, damages, obligations, losses, liabilities, costs, and
expenses (including reasonable attorneys’ fees, costs of collection, and other
costs of defense) arising out of or relating to your use of the Site or
Proprietary Materials or your violation of these Terms of Use. You further
agree that you will cooperate fully in the defense of any such claims. We
reserve the right, at our own expense, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, and you
shall not in any event settle any such claim or matter without our written
consent.
No
failure, omission, or delay on our part to exercise any right under these Terms
of Use will preclude any other further exercise of that right or other rights
under these Terms of Use.
Termination
We
may, without notice to you, immediately terminate these Terms of Use or
terminate your access to the Site if you breach these Terms of Use or engage in
conduct that we, in our sole discretion, believe is in violation of applicable
law or our rights or the rights of other users of the Site. Upon termination,
your right to use the Site and Proprietary Materials will immediately
terminate.
Complete Agreement
These
Terms of Use and the Privacy Policy constitute the entire agreement between you
and us with respect to the subject matter hereof and thereof and supersede all
prior and contemporaneous agreements, whether oral or written, between us and
you with respect to the same.
Dispute Resolution; Your Consent to Binding Arbitration
THIS SECTION CONTAINS AN ARBITRATION AND JURY TRIAL WAIVER PROVISION AND AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY.
YOU UNDERSTAND THAT THIS SECTION CONTAINS YOUR CONSENT TO ARBITRATION AND YOUR WAIVER TO SUE IN COURT AND HAVE A TRIAL BY JURY.
We and
you agree that we will attempt to resolve by informal means any and all
disputes arising from or relating to the Site or any relationship or dispute
between you and us or you and any company or person employed by us, these Terms
of Use and any policies or practices of any of the above-mentioned companies or
persons (a “Dispute”). If we and you are unable to resolve a Dispute by
informal means, the Dispute will be resolved subject to FINAL AND BINDING
ARBITRATION as set forth in this section. The arbitration of that Dispute shall
be settled by arbitration administered by the American Arbitration Association
(“AAA”) in Oakland County, Michigan
and may only be resolved through an individual arbitration governed by the
Federal Arbitration Act to the maximum extent permitted by applicable law. You
further agree that we shall not have a legal obligation to mitigate any of our
potential or actual losses sustained hereunder.
WE AND
YOU GIVE UP OUR RESPECTIVE RIGHTS TO GO TO COURT in connection with any Dispute
and such rights will be determined by a NEUTRAL ARBITRATION PANEL, NOT A JUDGE
OR JURY.
Governing Law
These
Terms of Use and all Disputes will be governed by and construed in accordance
with the laws of the State of Michigan without reference to the choice of law
provisions of any jurisdiction.
Severability
If any
provision of these Terms of Use is found to be invalid or unenforceable by a
court of competent jurisdiction, the invalid or unenforceable provision will be
deemed superseded by a valid and enforceable provision that most closely
matches the intent of the original provision, and the remainder of these Terms
of Use will remain in full force and effect.
Waiver
The failure of CalliPay to exercise or
enforce any right or provision of these Terms of Use shall not operate as a
waiver of such right or provision. Any waiver of these Terms of Use by CalliPay
must be in writing and signed by an authorized representative of CalliPay.
Relationship of the Parties
Neither these Terms of Use nor your use of the Site
shall be construed to constitute either us or you as a partner, joint venture,
employee or agent of the other party, nor shall either party hold itself out as
such. You do not have any right or authority to incur, assume or create, in
writing or otherwise, any warranty, liability or other obligation of any kind,
express or implied, in the name of or on behalf of us.
Contact Us
If you have any questions about these Terms of Use, please contact us at 888-882-9204 or legal@callipay.com