Terms of Use

Terms of Use



This service agreement (“Agreement”) that you are entering into with Instant Accept, LLC

(“IA”), a Nevada Limited Liability Company with its principal place of business at 1800 Parkway

Place 9th Floor, Marietta, GA 30067 is a legal document that details your rights and obligations.

By visiting this site or by using our goods and services you agree to be bound by the terms and

conditions of this Agreement. If you do not agree please do not use or access our goods and

services. The IA website and related services are offered to you conditioned upon your

acceptance without modification of this Agreement. From time to time, it may be necessary for

IA to update or revise certain provisions of this Agreement. By using this Web Site or joining IA

and accepting the Agreement, you agree that IA may change the terms of this Agreement in its

sole discretion without specific notice to you. If you don’t agree to the changes proposed by IA, or

to any terms in this Agreement, your only remedy is to cancel your use of the services offered

under this agreement.


1. Description of Service

IA operates a Web site and associated web pages, which, for purposes of this Agreement, will be

referred to as the “IA Web Site(s)”. IA offers you access to the IA Web Sites, which provides you

access to a collection of resources, including, but not limited to, payment gateway and related

payment processing goods and services, software programs and downloadable services (the

“Service”). IA offers you access to the IA Web Site and your agreement to accept and comply

with the terms, conditions, policies and notices stated here and as may be modified by IA from

time-to-time in its sole discretion without notice to you. Notwithstanding the foregoing, IA

reserves the right to reject any registration for any reason. Unless explicitly stated otherwise, any

new features or products that change, augment or enhance the current Service shall be subject to

this Agreement.


2. General Use of the IA Web Site

You promise that you will not use the IA Web Site or the Service in whole or in part, for any

purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify,

copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works

from, frame in another web page, use on any other Web site, transfer, or sell any information,

software, lists of users, databases or other lists, products or services provided through or obtained

from the IA Web Site. This means, among other activities, that you agree not to engage in the

practices of screen scraping, database scraping, or any other activity with the purpose of obtaining

lists of users or other information. You agree that you will not use the Service in any manner that

could damage, disable, overburden, or impair the IA Web Site or interfere with any other party’s

use and enjoyment of the IA Web Site. You may not obtain or attempt to obtain any materials or

information through any means not intentionally made available or provided for through the IA

Web Site. Except with the written permission of IA, you agree that you will not access or attempt

to access password protected, secure or non-public areas of the IA Web Site. Unauthorized

individuals attempting to access prohibited areas of the IA Web Site may be subject to

prosecution.


3. Charges and Billing (If Applicable)

You hereby authorize IA to charge your credit card in advance for all fees incurred by you in

connection with your IA account and the service you have chosen. In most cases, we will be

charging your designated credit card or checking account every month, but some charges may

accumulate on your account before they are charged to your card. It is your responsibility to

notify IA if your credit card has expired and to make changes or your service may be

disconnected or interrupted. All fees shall be paid in U.S. dollars. IA reserves the right to change

our fees or billing methods at any time, provided, however, that such modifications shall not take

effect earlier than thirty (30) days after IA posts such modification on the IA Web Site. IA also

has the right to collect applicable taxes and impose premium surcharges for some areas of the

service and these surcharges may apply immediately after you register for the Service. We expect

you to pay your account balance on time. Amounts not paid by you to IA when due will be

assessed an additional 1.5% (or the highest amount allowed by law, whichever is lower) per

month if your payment is more than thirty (30) days past due. That amount is also due

immediately. You are responsible and liable for any fees, including attorney and collection fees,

that IA may incur in its efforts to collect any remaining balances from you. You also agree that

you will be billed for and will pay any outstanding balances if you cancel any Service. You

should let IA know about any billing problems or discrepancies within thirty (30) days after they

first appear on your account statement. If you do not bring them to IA’s attention within thirty

(30) days, you agree that you waive your right to dispute such problems or discrepancies.


4. Registration

In order for you to participate in the Service, IA will require that you provide specific information

about yourself and/or your business. If you choose to participate, you agree to provide true,

accurate and complete information and to refrain from impersonating or falsely representing your

affiliation with any person or entity (such information being “Member Data”). Member Data and

certain other information about you and/or your business are subject to our Privacy Policy. You

agree and acknowledge that Member Data from the registration process is used to send you

information about IA and the Service, including, but not limited to, the use of your email address

for newsletters and other necessary company communication. For more information, IA urges

you to review the IA Privacy Policy that is part of this Agreement.


5. Third Party Content

The IA Web Site contains content and information from third party providers and/or links to their

Web sites (“Third Party Content”). Such content is not under the control of IA and IA is not

responsible for such content, including, without limitation, any link contained in such content, or

any changes or updates to such content. IA is providing such Third Party Content to you only as a

convenience, and the inclusion of such content does not imply endorsement by IA of such content

or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy

policies when you use third party services, content, software, or sites. IA does reserve the right to

remove content that, in IA’s judgment, does not meet its standards, but IA is not responsible for

any failure or delay in removing such material. IA is not and will not be responsible for (i) the

terms and conditions of any transaction between you and any third party, (ii) any insufficiency of

or problems with any such third party’s background, insurance, credit or licensing, or (iii) the

quality of services performed by any such third party or any other legal liability arising out of or

related to the performance of such services. In the event that you have a dispute with any such

third party, you release IA (and its affiliates, suppliers, agents and employees) from any and all

claims, demands and damages (actual and consequential) of every kind and nature, known and

unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way

connected with such disputes.


6. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE

THAT:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER

THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL,

RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE,

AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY,

BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY

IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO,

DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF

MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF

DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR

LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL IA’S TOTAL LIABILITY

TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS

AGREEMENT EXCEED A MAXIMUM OF ONE THOUSAND DOLLARS ($1,000.00)

REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY,

CONTRACT, TORT OR OTHERWISE.


7. IA Software Licenses

IA provides you with a non-exclusive, non-transferable, limited license to use IA’s software,

which you agree to use in accordance with this Agreement. You may not sub-license, or charge

others to use or access, our software without first obtaining written permission from us. All

software is owned by IA and/or its suppliers and is protected to the maximum extent permitted by

copyright laws and international treaty provisions. Any reproduction, modification or

redistribution of the software is expressly prohibited, and may result in severe civil and criminal

penalties. IA’s software, its structure, sequence and organization and source code are considered

trade secrets of IA and its suppliers and are protected by trade secret laws. WITHOUT LIMITED

THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER

SERVER OR LOCATION FOR FURTHER REPORDUCTION OR REDISTRIBUTION IS

EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE

ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE

CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.


8. Indemnification

You agree to indemnify, defend, and hold harmless IA, its employees, members, directors,

managers, officers or agents from and against any loss, liability, damage, penalty or expense

(including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a

result of (i) any failure by you or any employee, agent or you of you to comply with the terms of

this Agreement; (ii) any warranty or representation made by you being false or misleading; (iii)

any representation or warranty made by you or any employee or agent of You to any third person

other than as specifically authorized by this Agreement, (iv) negligence of you or your

subcontractors, agents or employees, or (v) any alleged or actual violations by you or your

subcontractors, employees or agents of any card association rules, governmental laws, regulations

or rules.


9. Copyright and Trademark Notices

All materials on the IA Web Site (as well as the organization and layout of the IA Web Site) are

owned and copyrighted or licensed by IA, its affiliates or its suppliers. All rights reserved. No

reproduction, distribution, or transmission of the copyrighted materials at the IA Web Site is

permitted without the written permission of IA. Any rights not expressly granted herein are

reserved. Without IA’s prior permission, you agree not to display or use in any manner, any of

IA trademarks, whether registered or not.


10. Intellectual Property

“Intellectual Property” means all of the following owned by a party: (i) trademarks and service

marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii)

patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets

and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software

programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall

be defined, collectively, as “Intellectual Property Rights.” Other than the express licenses granted

by this Agreement, IA grants no right or license to you by implication, estoppel or otherwise to

any Intellectual Property Rights of IA. Each party shall retain all ownership rights, title, and

interest in and to its own products and services and all intellectual property rights therein, subject

only to the rights and licenses specifically granted herein. IA (and not you) shall have the sole

right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for

any Intellectual Property Rights incorporated therein. You will cooperate with IA in pursuing

such protection, including without limitation executing and delivering to IA such instruments as

may be required to register or perfect IA’s interests in any Intellectual Property Rights and any

assignments thereof. You shall not remove or destroy any proprietary, confidentiality, trademark,

service mark, or copyright markings or notices placed upon or contained in any materials or

documentation received from IA in connection with this Agreement.


11. Modification

IA reserves the right at anytime and from time to time to modify, discontinue, temporarily or

permanently, the Service (or any part thereof) with or without notice. You agree that IA shall not

be liable to you or to any third party for any modification, suspension or discontinuance of the

Service.


12. Termination and Cancellation

Either you or IA may terminate or cancel the Service at any time. You understand and agree that

the cancellation of your account is your sole right and remedy with respect to any dispute with

IA. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of

this Agreement or IA’s enforcement or application of any such term; (2) any policy or practice of

IA, including IA’s Privacy Policy and Anti-Spam Policy, or IA’s enforcement or application of

these policies; (3) the content available through IA or any change in content provided through IA;

or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to

the fees, applicable taxes, surcharges or billing methods. All other provisions of this Agreement

which may reasonably be construed as surviving such termination will survive the termination of

this agreement, including, but not limited to paragraphs 2, 3, 5, 6, 7, 8, 9, 10 11, 12, 13 and 14.


13. Governing Law; Waiver of Jury Trial; Arbitration. This Agreement will be governed by

and construed in accordance with the laws of the State of Nevada without reference to conflict of

law provisions. Any action, proceeding, arbitration or mediation relating to or arising from this

Agreement must be brought, held, or otherwise occur in the federal judicial district that includes

Nevada. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY

DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION

REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND

THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. Any

claim, dispute or controversy (“Claim”) by either you or us against the other, or against the

employees, agents, parents, subsidiaries, affiliates, beneficiaries, agents or assigns of the other,

arising from or relating in any way to this Agreement or to our relationship, including Claims

regarding the applicability of this arbitration clause or the validity of the entire Agreement, shall

be resolved exclusively and finally by binding arbitration administered by the American

Arbitration Association, under its Commercial Arbitration Rules in effect at the time the Claim is

filed, except as otherwise provided below. All Claims are subject to arbitration, no matter what

theory they are based on or what remedy they seek. This includes Claims based on contract, tort

(including intentional tort), fraud, agency, your or our negligence, statutory or regulatory

provisions, or any other sources of law. Claims and remedies sought as part of a class action,

private attorney general or other representative action are subject to arbitration on an individual

(non-class, non-representative) basis, and the arbitrator may award relief only on an individual

(non-class, non-representative) basis. The arbitration will be conducted before a single arbitrator

and will be limited solely to the Claim between you and us. The arbitration, or any portion of it,

will not be consolidated with any other arbitration and will not be conducted on a class-wide or

class action basis. If either party prevails in the arbitration of any Claim against the other, the

non-prevailing party will reimburse the prevailing party for any fees it paid to the American

Arbitration Association in connection with the arbitration, as well as for any reasonable attorneys’

fees incurred by the prevailing party in connection with such arbitration. Any decision rendered

in such arbitration proceedings will be final and binding on the parties, and judgment may be

entered in a court of competent jurisdiction. Any arbitration hearing at which you appear will take

place at a location within the federal judicial district that includes Nevada. This arbitration

agreement applies to all Claims now in existence or that may arise in the future. Nothing in this

Agreement shall be construed to prevent any party’s use of (or advancement of any Claims,

defenses or offsets in) bankruptcy or repossession, replevin, judicial foreclosure or any other

prejudgment or provisional remedy relating to any collateral, security or other property interests

for contractual debts now or hereafter owed by either party to the other. IN THE ABSENCE OF

THIS ARBITRATION AGREEMENT, YOU AND IA MAY OTHERWISE HAVE HAD A

RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A

JUDGE OR A JURY, AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION

FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS

OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A

JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH

ARBITRATION.


14. General Terms

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void

or unenforceable for any reason, the remaining provisions not so declared shall nevertheless

continue in full force and effect, but shall be construed in a manner so as to effectuate the intent

of this Agreement as a whole, notwithstanding such stricken provision or provisions. No

provision of this Agreement shall be construed against any party merely because that party or

counsel drafted or revised the provision in question. All parties have been advised and have had

an opportunity to consult with legal counsel of their choosing regarding the force and effect of the

terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties and

therefore any ambiguity or uncertainty shall be interpreted accordingly. No term or provision of

this Agreement shall be deemed waived and no breach excused, unless such waiver or consent

shall be in writing and signed by the party claimed to have waived or consented. Any consent by

any party to, or waiver of, a breach by the other party, whether express or implied, shall not

constitute a consent to, waiver of, or excuse for any different or subsequent breach. You may not

assign this Agreement without the written consent of IA. IA may assign this Agreement in its

sole discretion without the written consent of you. The section headings contained in this

Agreement are for convenient reference only, and shall not in any way affect the meaning or

interpretation of this Agreement. This Agreement, including all schedules, exhibits and

attachments thereto, sets forth the entire agreement and understanding of the parties hereto in

respect of the subject matter contained herein, and supersedes all prior agreements, promises,

covenants, arrangements, communications, representations or warranties, whether oral or written,

by any officer, partner, employee or representative of any party hereto. This Agreement shall be

binding upon and shall inure only to the benefit of the parties hereto and their respective

successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or

shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or

remedies under or by reason of this Agreement. This Agreement shall be governed by and

construed in accordance with the laws of the State of Nevada (irrespective of its choice of law

principles).