Last Updated: January 15, 2010
Note
This "Note" section is not part of CardFellow's Terms of Service. It is offered to summarize a few important points described in more detail in the terms that follow.
Introduction
Welcome to CardFellow.com. This Web site is provided by CardFellow.com, and its affiliates and subsidiaries (collectively, "CardFellow"). Your use of this Web site is subject to these Terms and Conditions (the "User Agreement"). This User Agreement is legally binding and contains important information about our Web site and your permitted use of it. From time to time we may unilaterally modify this User Agreement. Certain defined terms used in this User Agreement are available here. Unless otherwise provided in such revision, the revised terms will take effect when they are posted.
YOUR USE OF THIS Web site CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS USER AGREEMENT, THEN YOU MAY NOT USE THIS Web site.
Certain Defined Terms
As used throughout the User Agreement:
"Web site" means the domain CardFellow.com
"Quote" means the rates, fees, and terms offered to a Merchant that the Merchant would be expected to pay if they choose a particular service offering.
"Account" means the CardFellow Account you create when you register to become a Member and use the Services.
"Merchant" means a Member that investigates, purchases, or utilizes Services.
"Service" means any of the above Services that are offered by CardFellow.
"Member" means a person or legal entity that registers for an Account.
"Service Provider" means a Member that facilitates Provider Services.
"Provider Services" means any and all Services delivered by Service Providers including but not limited to electronic bankcard processing services and the, sale, and servicing of electronic bankcard processing equipment and software.
"User" means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
"Visitor" means a person who is only visiting the Site, not a Member or User.
"You" means a Visitor or Member accessing the Site or using the services on his or her own behalf; or, if the Services are used on behalf of a company or organization, "you" means the Member for which the Services are used and the User who accesses the Site on behalf of such Member (and such User represents that he or she has the authority to do so on the Member's behalf).
Your Account
To become a Member and use the Service you must register for an "Account". You will provide true, accurate and complete information as prompted by the registration form, and update such information to maintain its accuracy and completeness. You must safeguard the Member ID and password you use to access the Web site. We may rely on any use of the Site with your Member ID and password as authorized by you (and/or your duly designated agent).
Third-Party Content
This Web site may contain links to and from and/or information or contents from third-parties ("Third-Party Content"), including, without limitation, sites operated by advertisers, licensors, licensees, and promotional and business partners of CardFellow. CardFellow has no control over the content of Third-Party Content contributed to this Web site, and CardFellow does not assume any obligation to review any such information provided to the Web site. CardFellow does not endorse, approve, or sponsor any Third-Party Content, or any content, advertising, information, materials, products, services, or other items on or available on or from them, and CardFellow disclaims all liability in connection therewith. Any activities you engage in connected with any Third-Party Content is subject to the privacy policy, conditions of use, and other terms imposed by the operator of the Third-Party Content and CardFellow disclaims all liability in connection therewith.
No Agency
Use of this Web site will not be construed, in any way, as creating or implying any relationship of agency, franchise, partnership or joint venture between you and CardFellow, except and solely to the extent expressly stated.
Access and Interference
The Web site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper or other automated means to access the Web site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site without the prior express written permission of CardFellow and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.
WARRANTY DISCLAIMER
NOT WITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SERVICES PROVIDED BY CARDFELLOW HEREUNDER ARE PROVIDED "AS IS," AND "AS AVAILABLE", AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
NOT WITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
RELEASE
If you have a dispute with another third party, you release CardFellow (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
INDEMNITY
You agree to defend, hold harmless and indemnify CardFellow (which includes CardFellow's affiliates and subsidiaries) and its officers, employees, agents, business partners, joint ventures, representatives, licensors, licensees, and successors from and against any and all losses, costs, expenses, damages, or other penalties and/or liabilities (including reasonable attorneys' fees) from and against any and all cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with your use of this Web site
CardFellow may, in its sole discretion, make changes to any aspect of this Web site, including, without limitation, any Content, any activities available on this Web site, and any products or services offered through this Web site. CardFellow may also, in its sole discretion, revise this User Agreement by updating or revising this document, with the revised terms taking effect as of the date of its posting. Continued use of this Web site following the effective date of any such changes constitutes your acceptance of those changes.
License and Site Access
CardFellow grants you a limited license to access and, if you are a Member, to use this Web site internally for the purpose of ordering and receiving the Services available and authorized from this Web site. You must not sell, reproduce, distribute, modify, display, repost or otherwise use any content of this Web site in any way for any public or commercial purpose without prior written consent of CardFellow or the rights holder. You must not use any content of this Web site on any other Web site or in a networked computer environment for any purpose except your own internal viewing. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by CardFellow or expressly permitted by law.
Reservation of Rights; Limited Licenses
The name CardFellow is a registered trademark in the U.S. Patent and Trademark Office. All other product names, company names, marks, logos and symbols on the Web site may be the trademarks of their respective owners.
CardFellow and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site. All other product names, company names, marks, logos and symbols on the Web site may be the trademarks of their respective owners.
Except as expressly stated above, nothing in the User Agreement confers any license under any of CardFellow's or any third party's intellectual property rights, whether by estoppel, implication or otherwise.
Proprietary Rights
The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of CardFellow.
Customer Service
If you have any questions, suggestions, reports of problems or complaints regarding any CardFellow Services, your use of the Web site, the conduct of or services offered by any Member, please contact your CardFellow representative or Customer Service.
Notices and Communication
Unless you otherwise indicate in writing to Customer Service, CardFellow will communicate with you by email and telephone. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when CardFellow sends it to the email address you have provided to CardFellow on this Site. You must keep your email address updated on this Web site. If you fail to respond to an email message from CardFellow regarding violation, dispute or complaint within two business days, CardFellow will have the right to terminate or suspend your Account or your registration.
You consent to receive communication via telephone and mail courier to the contact information you have provided to CardFellow on the Site.
All notices to CardFellow must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
CardFellow, LLC
115 Main Street, #221
East Berlin, CT 06023
Attn: Legal Inquiry
Such notices to CardFellow are deemed effective upon receipt.
Resolution of Disputes between Member and Cardfellow
If a dispute arises between you and CardFellow, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and CardFellow agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the CardFellow Services (a "Claim") in accordance with this section entitled "Resolution of Disputes between Member and CardFellow." Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance by going to Customer Service.
Law and Forum for Disputes
Any controversy or claim relating to this Web site, the Content, or this User Agreement not otherwise resolved between you and CardFellow will be settled solely by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Hartford, Connecticut, and judgment on the arbitration award may be entered into any court having jurisdiction of it. Any claim or cause of action that you may have with respect to this Web site, the Content, or this User Agreement must be commenced within one year after the claim or cause of action arises or it will be forever barred. Any action or proceeding by CardFellow relating to your access to, or use of, this Web site or any Content in accordance with this paragraph will be instituted in state or federal court in Hartford County, Connecticut. Accordingly, you consent to the personal jurisdiction of the courts in Hartford County, Connecticut with respect to all matters relating to your access to or use of this Web site and the Content and waive your rights to removal or consent to removal. This User Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts of law provisions. The foregoing provisions of this paragraph will not apply to any legal action taken by CardFellow to recover damages for, or seek an injunction in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to this Web site, any Content, CardFellow's operations, and/or CardFellow's products or services caused by your act or failure to act.
Improperly Filed Claims
Should you file a claim contrary to this section entitled "Resolution of Disputes between Member and CardFellow," CardFellow will be entitled to recover attorneys' fees and all costs provided that CardFellow has notified you of the improperly filed claim, and you have failed to promptly withdraw the claim within 7 days of receipt of such notice.
Termination and Suspension
This User Agreement shall become effective upon your acceptance of these terms, and shall continue until terminated by CardFellow or you as provided for under the terms of this Section.
Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon 10 days written notice to the other party. In such event, (i) CardFellow shall continue to perform those CardFellow Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay CardFellow for any Services for which you have engaged from CardFellow.
Without limiting CardFellow's remedies, CardFellow may issue a warning, temporarily suspend, indefinitely suspend or terminate your registration, Account and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for CardFellow or are contrary to the interests of the Site or the CardFellow user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.
Without limiting CardFellow's remedies, to the extent you engage in actions or activities which circumvent the CardFellow Site or otherwise reduce fees owed CardFellow under the Terms of Service, you will pay CardFellow for all fees owed to CardFellow and reimburse CardFellow for all losses and costs (including, but not limited to, any and all CardFellow employee time) and reasonable expenses (including, but not limited to, attorney's fees) related to investigating such breach and collecting such fees.
When your membership is terminated, you may no longer have access to data, messages, files, Quotes and other material you keep on the Site. The material may be deleted along with all your previous Quotes. The provisions entitled "Warranty Disclaimer," "Limitation of Liability," "Release," "Indemnity," "Intellectual Property," "Notices and Communications," "Resolution of Disputes between Member and CardFellow" and "General" will survive termination of this Agreement.
Disclosures
CardFellow, located in Connecticut, is the provider of the electronic commercial service on this Site. Members are notified, via this Site, in advance regarding any applicable service charges. The Connecticut Department of Consumer Protection may be contacted in writing at 165 Capitol Ave., Hartford, CT 06106-1630, or by calling (800) 842-2649 for callers in Connecticut, and (860) 713-6100 for callers outside Connecticut. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact CardFellow to resolve a complaint regarding any aspect of service relating to this Site by contacting us at Customer Service.
General
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Web site may not be legal for or by certain persons or in certain countries. No delay or omission by CardFellow in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. If any part of the Terms of Service is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect. You will not transfer, assign or delegate your rights or obligations (including your Account) under the Terms of Service to anyone without the express written permission of CardFellow, and any attempt to do so will be null and void. CardFellow may assign this Agreement in its discretion.
Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
The boldface paragraph headings in the Terms of Service are included for ease of reference only and have no binding effect. The Terms of Service and all documents referenced in the Terms of Service comprise the entire agreement between you and CardFellow with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.
Site Policies
The Agreement hereby incorporates all terms and conditions, rules, policies, and guidelines on the Site, including:
Privacy Policy
Please view our Privacy Policy at http://www.cardfellow.com/privacy.php
Registration Information
You agree to provide true, accurate and complete information as prompted by the Registration form, and to update this information to maintain its truthfulness, accuracy and completeness. CardFellow may suspend or terminate your Account if information you provide is not complete or accurate.
Safeguarding Your Password
You agree to safeguard the User ID and password you use to access this Site. You authorize us to assume that any person using the Site with your User ID and password either is you or is authorized to act for You. Further, Your CardFellow Account (including feedback) and User ID may not be transferred or sold to another party.
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