PAYMENTS LEARNING CENTER
END USER LICENSE AGREEMENT
PLEASE SCROLL DOWN AND CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE CLICKING ON “AGREE” OR OTHERWISE ACCEPTING THIS AGREEMENT AND/OR USING THE SITE (“ACCEPTANCE” OR “CONSENT”). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND LICENSOR.
BY CLICKING AN “AGREE” OR SIMILAR BUTTON AND/OR USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, AND YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS STATED OR REFERENCED HEREIN. BY USING THE SITE, YOU ACKNOWLEDGE AND AGREE TO ACCEPTANCE OF THIS AGREEMENT WITHOUT MODIFICATION.
IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT USE THE SITE OR CLICK “AGREE” BELOW.
INTRODUCTION; USER IDENTIFICATION
Upon Acceptance, You will be able to access and to use the Site as permitted hereunder. You may access the Site through login credentials that will be provided to You (the “User ID”). Any User ID which remains inactive for a period of ninety (90) days may be de-authorized/terminated. You will adopt and maintain reasonable and appropriate security precautions for Your User ID to prevent their disclosure to or use by unauthorized persons. Each User shall have and use a unique User ID. Sharing or attempting to share User IDs among two or more individuals is strictly prohibited. Except as required by law, You will not permit any third-party to have access to the Site without the Licensor’s prior written consent, which may be withheld in Licensor’s sole discretion.
DEFINITIONS
1. License means a non-exclusive, non-assignable, non-sublicensable, revocable limited right to access for a single User to use the Site on Your Device, which includes a cellular telephone, tablet or other mobile device, or desktop computer, owned or controlled by You.
2. License Fee means the payment of $50.00 per User for the License for a Term.
3. Licensor means PaymentsFirst, a Georgia corporation.
4. Site means PAYMENTS LEARNING CENTER available at http://paymentslearningcenter.org or such other URL designated by Licensor. The Site and/or program developed by Licensor provides information and education for merchants, financial institutions, payment participants and individuals involved with sending or receiving payments through various payment channels, including but not limited to the Automate Clearinghouse (ACH), wire transfers, debit and credit cards, Real Time Payments (RTP), FedNow, and other existing and emerging payment systems. The Site includes but is not limited to all (a) content, text, images, photographs, graphics, information, and other works of authorship, (b) technology, methods, compilations, know-how, and techniques, and (c) software, source code, architecture, hidden text and symbols, user interfaces, look and feel, design, structure, and expression.
5. Term means a period of twelve (12) months commencing on Your Acceptance of this Agreement, unless terminated earlier.
6. User, You or Your, means The individual that has agreed to enter in this Agreement with the Licensor and that accesses the Site subject to this Agreement.
LICENSE
Subject to the terms set forth in this Agreement and timely payment of the License Fee, the Licensor grants You the License solely for Your educational purposes. The rights granted under the License to access and to use the Site are limited to their express terms as long as this Agreement remains in full force and effect. By accessing or using the Site, You shall be bound by and subject to the terms and conditions of this Agreement. All rights not specifically granted to You herein are reserved to Licensor.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
The Site is the proprietary development of the Licensor and constitutes valuable work product in the form of copyrighted material, trade secrets, other intellectual property, and confidential information. As between You and Licensor, the Site and all rights therein are the exclusive property of the Licensor and any grantor or co-owner of Licensor, and You shall not make any claim or assert any rights to the contrary. You shall not disclose or use or allow the disclosure or use of the Site except as expressly permitted hereunder, and You shall not use the Site or any element thereof to develop any product or service. You will use reasonable efforts to (a) prevent access to the Site from anyone other than You and (b) acknowledge and respect the confidential nature thereof. Should any portion of the Site be compromised by disclosure, You shall cooperate fully with the Licensor to enforce their respective proprietary rights. By Acceptance of this Agreement, You expressly disclaim any right to or interest in any and all ownership and intellectual property rights in and to the Site and all intellectual property related thereto or displayed therein.
You shall not, in whole or in part,
use the Site in any fashion that may infringe upon any copyright or proprietary interest therein;
copy, distribute, republish, post, upload, or transmit, the Site;
modify, port, adapt, translate, apply, reverse engineer, disassemble, decompile or reconstruct, in any other way, the Site;
sell, rent, lease, lend, sublicense or grant other rights in the Site including rights on a membership or subscription basis;
use any deep-link, page-scrape, robot, spider or other device, program, algorithm or methodology, or any similar manual process, to access or copy any portion of the Site;
co-brand, frame or mirror the Site;
authorize or allow any portion of the Site to be accessed or used by anyone other than You; or
use the Site on behalf of unauthorized third parties.
EXTERNAL LINKS AND INFORMATION
The Site may include links to other websites and/or content published by third-parties. Licensor is not responsible for the practices employed by websites or services linked to or from the Site, including the information or content contained therein. Please remember that when you use a link to go from the Site to another website, this Agreement (nor any other agreements you have with Licensor) apply to third-party websites or services. Your browsing interaction on any third-party website or service, including those that have a link or advertisement on our website, are subject to that third-party’s rules and policies.
TERM AND TERMINATION
The License and Your right to use the Site shall cease upon the earlier of: (i) twelve (12) months after Acceptance (with the License automatically terminating upon such date, without any further action on the part of the parties hereto); (ii) the termination or suspension by the Licensor of Your status as an authorized user of the Site in accordance herewith; or (iii) written agreement executed by the Licensor and You. Licensor may, at its sole discretion, suspend or terminate Your License immediately, at any time, without refund of any License Fee, in the event: (a) You are in breach or violation of any of the terms and conditions of this Agreement; or (b) You make or attempt to make a general assignment for the benefit of creditors, file a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a petition in bankruptcy is filed against You, or if a receiver or trustee is appointed for all or any part of Your property or assets. The provisions of this Agreement contained in the following Sections shall survive termination of the License and termination of this Agreement: CONFIDENTIALITY AND INTELLECTUAL PROPERTY; LIABILITY DISCLAIMER; and MISCELLANEOUS.
PAYMENT
You shall pay Licensor for the License Fee through the Site upon Your Acceptance of this Agreement. If Your payment is returned, rejected or unauthorized, Your access to the Site shall be terminated.
FORCE MAJEURE
Licensor will not be held responsible for any failure, delay or interruption caused by circumstances beyond its control, such as network failure, network connection failure, earthquake, flooding, strikes, inability to secure labor or employees, embargoes, or acts of government. If such event giving rise to Force Majeure lasts for more than 60 days, then either party may terminate this Agreement without such termination giving rise to any liability or right to any refund.
NOTICES
Licensor may send You required legal notices and other communications about the Site through in-Site notices or email to the registered email address You provide Licensor. Licensee may send Licensor required legal notices by certified or overnight mail at:
PaymentsFirst
Two Riverchase Office Plaza, Suite 111
Birmingham, AL 35244
Service-related communications by Licensee to Licensor may be sent to riskandcompliance@paymentsfirst.org
LIABILITY DISCLAIMER
THE INFORMATION ACCESSIBLE BY YOU THROUGH THIS SITE (INCLUDING ANY INFORMATION LINKED FROM THIS SITE) IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND OTHER THINGS INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. LICENSOR MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME, BUT SHALL HAVE NO OBLIGATION TO DO SO.
LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SITE AND RELATED SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE AND RELATED SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE LICENSOR OR ANY OF ITS AGENTS OR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND A REFUND OF THE LICENSE FEE (WHICH REFUND SHALL BE PRORATED BASED ON THE REMAINING PERIOD OF THE TERM LEFT FOLLOWING YOUR ELECTION TO DISCONTINUE USE OF THE SITE).
MISCELLANEOUS
This Agreement shall be subject to the laws of the United States of America and the State of Georgia without regard to choice of laws provisions. By Acceptance of this Agreement, You irrevocably agree to be subject to the jurisdiction of the state courts of Georgia located in Fulton County, Georgia, and the United States Federal District Court for the Northern District of Georgia. In the event of a dispute between You and the Licensor arising out of this Agreement, the venue for resolution of such a dispute shall be per the terms of this Section. This Agreement constitutes the entire agreement between the Licensor and You, and supersedes all prior agreements and understandings, both written and oral, among said parties with respect to the subject matter hereof. Licensor may amend or modify this Agreement at any time and in Licensor’s sole discretion upon ten (10) days written notice to You or at such time you access the Site after receiving notice of such amendment or modification, whichever occurs first. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.
BY CLICKING ON THE “I AGREE” BUTTON RELATING TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THAT YOU ACCEPT THIS AGREEMENT WITHOUT MODIFICATION, AND THAT YOU WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT JUST AS IF YOU SIGNED THE AGREEMENT. YOU AGREE TO THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT AND SUCH TERMS AND CONDITIONS AS MAY BE AMENDED IN THE FUTURE.