Terms of Use and End User License Agreement
1. Acceptance of Terms; Binding Agreement
1.1 Agreement.
This Terms of Use and End User License Agreement (this Agreement) constitute a legal agreement between (a) Professional Office Services, Inc./mydigitalnotices.com (Provider, we, us, or our) and (b) the individual end user who accesses or uses the Services (as defined below), or, if applicable, the entity on whose behalf such individual accesses or uses the Services (you or your).
1.2 Scope. This Agreement governs your access to and use of:
(a) Provider’s websites, portals, and online interfaces through which you may view, download, print, or otherwise access electronically presented bills, statements, notices, and other transactional mailings (collectively, Transactional Documents); and
(b) any related software applications (including mobile applications), application programming interfaces, tools, documentation, and other related services that Provider makes available for such purposes (collectively, together with the Transactional Documents delivered through them, the Services).
1.3 Acceptance.
By registering for, accessing, or using the Services, or by clicking I Agree, Accept, or a similar button in connection with this Agreement, you:
(a) acknowledge that you have read and understand this Agreement;
(b) represent that you are at least eighteen (18) years of age and have the legal capacity to enter into binding contracts; and
(c) agree to be bound by the terms and conditions of this Agreement.
If you do not agree to all of the terms and conditions of this Agreement, you must not access or use the Services.
1.4 Entity Users; Multiple Owners.
(a) If you are accessing or using the Services on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. In such case, references to you and your in this Agreement shall refer to both you as an individual and such entity. If the entity has multiple owners, you represent and warrant that you have the authority to bind all of the owners. In this case, you and your shall also refer to each owner.
(b) If a Transactional Document relates to a property with multiple owners, you represent and warrant that you have the authority to bind each owner of the property. In this case, you and your shall refer to both you and each other owner of the property.
1.5
Additional Terms. Your use of certain features of the Services may be subject to additional terms and conditions, policies, guidelines, or rules (collectively, Additional Terms). Any Additional Terms are incorporated into this Agreement by reference. In the event of a conflict between this Agreement and any Additional Terms, the Additional Terms shall control solely with respect to the applicable feature or service.
2. Description of Services; Relationship with Billing Entities
2.1
Electronic Presentment Services.
The Services are designed to facilitate the electronic presentment, display, and delivery of Transactional Documents to you on behalf of one or more businesses, financial institutions, utilities, government entities, healthcare providers, or other organizations that issue bills, statements, notices, or other transactional communications (each, a Billing Entity, and collectively, Billing Entities).
2.2
Nature of Relationship. Unless expressly stated otherwise in a separate written agreement:
(a) Provider acts as a service provider and delivery agent for Billing Entities in connection with the electronic presentment of their Transactional Documents;
(b) Provider is not a party to, and does not control, any underlying transaction, account, or contractual relationship between you and any Billing Entity, including without limitation any billing, credit, lending, insurance, subscription, or service arrangements; and
(c) nothing in this Agreement shall be construed to create any obligations on Provider with respect to the amounts owed under, or the legal validity, accuracy, or enforceability of, any Transactional Document or underlying transaction.
2.3
No Financial Institution.
Provider is not a bank, credit union, financial institution, money transmitter, or payment processor, and the Services do not involve the opening or maintaining of any deposit, credit, or other financial account with Provider.
2.4
Scope of Transactional Documents.
Transactional Documents may include, but are not limited to:
(a) periodic billing statements;
(b) invoices;
(c) account statements or summaries;
(d) assessments;
(e) public records related to real estate;
(d) regulatory or legal notices relating to your account with a Billing Entity; and
(e) confirmations or other transactional communications.
The exact nature and content of any Transactional Documents are determined by the applicable Billing Entity, and Provider does not control the substantive content of those documents.
2.5
No Legal, Tax, or Financial Advice. The Services, and any Transactional Documents provided through the Services, are provided for informational purposes only and do not constitute legal, tax, accounting, or financial advice by Provider. You are solely responsible for consulting with your own professional advisors regarding any questions arising from the Transactional Documents or your relationship with any Billing Entity.
3. Eligibility; Registration and Accounts
3.1 Eligibility. The Services are intended for use only by individuals who
(a) are at least eighteen (18) years of age; and (b) have the legal capacity and authority to enter into this Agreement. By using the Services, you represent and warrant that you meet these eligibility requirements.
3.2 Account Registration.
In order to access certain features of the Services, you will be required to register for an account and provide certain information, which may include your name, contact information, account identifiers relating to one or more Billing Entities, and security credentials (such as a username and password or multi-factor authentication data) (Account Information). Your username cannot be vulgar or otherwise offensive and cannot be used in any way that violates this Agreement. You agree to:
(a)
provide true, accurate, current, and complete Account Information; and
(b)
promptly update your Account Information as necessary to keep it true, accurate, current, and complete.
3.3 Account Credentials and Security.
You are solely responsible for maintaining the confidentiality and security of your account credentials, including any username, password, security questions, and authentication methods associated with your account. You agree:
(a)
not to disclose your account credentials to any third party;
(b)
not to permit any third party to access or use your account; and
(c)
to notify Provider immediately of any actual or suspected unauthorized use of your account or any other breach of security.
3.4
Responsibility for Account Activity.
You are solely responsible and liable for all activities that occur under or through your account, whether or not authorized by you, except to the extent caused solely by Provider’s willful misconduct. Provider shall not be liable for any loss or damage arising from your failure to protect your account credentials.
3.5
Verification. Provider reserves the right, but has no obligation, to verify your identity or any information you provide (including by requiring you to provide additional documentation or information) and to refuse, suspend, or terminate your access to the Services if Provider reasonably believes that any information you provided is inaccurate, incomplete, or fraudulent, or if your use of the Services poses a security or compliance risk.
4. License Grant and Restrictions
4.1 License Grant. Subject to your continued compliance with this Agreement, Provider hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term of this Agreement, to access and use the Services solely for your internal, personal, or, if you are an entity, internal business purposes, in each case solely in connection with viewing, downloading, printing, and otherwise accessing Transactional Documents that relate to you or to accounts that you are authorized to access.
4.2
Reservation of Rights.
The Services are licensed, not sold, to you. Except for the limited license expressly granted in Section 4.1, Provider and its licensors reserve all right, title, and interest in and to the Services and all intellectual property rights therein.
4.3
Use Restrictions.
You shall not, and shall not permit any third party to:
(a)
copy, reproduce, modify, adapt, translate, or create derivative works of the Services, except as expressly permitted by this Agreement;
(b)
distribute, sublicense, sell, lease, rent, lend, assign, transfer, or otherwise make available the Services to any third party, except as expressly permitted by this Agreement;
(c)
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public Application Programming Interfaces of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;
(d)
remove, alter, or obscure any copyright, trademark, or other proprietary rights notices contained in or on the Services or any Transactional Documents;
(e)
use any of our trademarks or our affiliates’ trademarks, including but not limited to “mydigitalnotices”, “mydigitalnotices.com”, and “Professional Office Services, Inc.” in connection with any product or service that is not ours or our affiliates’, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits us or our affiliates;
(f)
access or use the Services in any manner intended to circumvent any security or authentication measures or to gain unauthorized access to any accounts, data, systems, or networks;
(g)
use the Services in any way that violates any applicable law or regulation, including but not limited to laws and regulations governing financial, consumer, or privacy matters;
(h)
use any robot, spider, scraper, crawler, or other automated means to access or use the Services for any purpose without Provider’s express written permission (except for standard search engine crawling);
(i)
use the Services for any benchmarking or competitive analysis, or to build or improve a competing product or service;
(j)
interfere with or disrupt the operation of the Services or any related systems or networks;
(k)
use the Services or any Transactional Documents for any unlawful purpose or in any manner that infringes, misappropriates, or otherwise violates any intellectual property or other rights of any third party; or
(l)
link to Provider’s website, without prior consent from Provider, which consent may be withdrawn at any time, with or without notice, in Provider’s sole discretion.
Any copies of documents contained on Provider’s website or portions thereof must contain the following copyright notice: © Professional Office Services, Inc. All rights reserved.
4.4 Third-Party Components.
The Services may include or incorporate components, libraries, or code licensed from third parties, which may be subject to additional or different license terms. To the extent required by the applicable third-party license, such third-party terms shall apply in lieu of this Agreement with respect to your use of such components.
4.5 Updates and Changes.
Provider may from time to time develop and provide updates, upgrades, bug fixes, patches, and other modifications to the Services (Updates). You acknowledge that:
(a) Provider has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality; and
(b) any Updates will be deemed part of the Services and subject to this Agreement, unless accompanied by separate terms.
5. User Responsibilities; Proper Use of the Services
5.1
Accuracy of Information.
You are solely responsible for ensuring that all information you provide in connection with the Services, including any information used to link your account with any Billing Entity and any preferences regarding electronic delivery, is accurate, current, and complete. Provider shall not be responsible for any failure to deliver or make available Transactional Documents arising from incorrect, outdated, or incomplete information provided by you or the applicable Billing Entity.
5.2 Electronic Delivery Preferences. Depending on the integration with a Billing Entity, your enrollment in electronic presentment may:
(a) be managed directly with the Billing Entity; or (b) be initiated or modified through the Services. In either case, you acknowledge and agree that:
(i) the Billing Entity, and not Provider, determines the availability, timing, and content of electronic presentment;
(ii) some Billing Entities may discontinue paper delivery once you enroll in electronic presentment; and
(iii) you are responsible for understanding any implications of your enrollment or unenrollment in electronic delivery with each Billing Entity, including any impact on your rights or obligations.
5.3
Review of Transactional Documents.
You are solely responsible for:
(a) regularly logging into the Services and reviewing your Transactional Documents;
(b) promptly notifying the applicable Billing Entity of any errors, discrepancies, or disputes relating to any Transactional Document; and
(c) timely paying any amounts owed to Billing Entities, regardless of whether you receive or review any particular Transactional Document through the Services.
Provider is not responsible for any late fees, penalties, interest, service interruptions, or other consequences arising from your failure to review or act upon any Transactional Document.
5.4 Compliance with Laws.
You shall use the Services in compliance with all applicable laws, rules, and regulations, including without limitation those relating to privacy, data protection, consumer protection, electronic communications, and financial services.
5.5
Prohibited Conduct. In addition to the restrictions set forth in Section 4.3, you agree not to:
(a) use the Services to transmit, store, or otherwise make available any material that is unlawful, fraudulent, defamatory, obscene, harassing, or otherwise objectionable;
(b) impersonate any person or entity or misrepresent your affiliation with any person or entity in connection with the Services; or
(c) attempt to probe, scan, or test the vulnerability of any system or network related to the Services, or breach any security or authentication measures.
5.6
Third-Party Terms. The Services may be accessed through, or integrated with, third-party platforms, networks, or services (including, for example, online banking portals, financial institution websites, identity verification providers, or other intermediaries). Your use of any such third-party platforms or services is subject to the applicable third-party terms and privacy policies, which are solely between you and the relevant third party. Provider is not responsible for, and makes no representations or warranties regarding, any such third-party platforms or services.
6. Availability, Access, and Modifications
6.1
Availability. Provider will use commercially reasonable efforts to make the Services available; however, the Services may be unavailable, delayed, or otherwise disrupted due to:
(a) maintenance, repairs, or upgrades;
(b) outages or failures of third-party networks, systems, or services;
(c) force majeure events or other circumstances beyond Provider’s reasonable control; or
(d) security incidents.
Provider does not guarantee continuous, uninterrupted, or error-free access to the Services.
6.2
No Liability for Billing Entity or Third-Party Systems. The availability and timeliness of Transactional Documents depend in part on the systems and operations of Billing Entities and third parties. Provider shall not be liable for any delay, failure, or inaccuracy in the delivery or display of Transactional Documents arising from:
(a) failures or errors in Billing Entity systems or processes;
(b) failures or errors in third-party networks, systems, or intermediaries; or
(c) your failure to maintain compatible devices, browsers, or connectivity.
6.3
Suspension.
Provider may, without liability, suspend or restrict your access to all or part of the Services if:
(a) Provider reasonably believes your use of the Services violates this Agreement, any applicable law, or any rights of third parties;
(b) Provider reasonably believes your use of the Services poses a security or operational risk; or
(c) Provider is required to do so by law, regulation, or governmental authority.
Provider will, where practicable, provide you with notice of any such suspension and will use commercially reasonable efforts to restore access promptly after the cause of suspension has been remedied.
6.4
Modifications to the Services. Provider reserves the right to modify, enhance, or discontinue any aspect or feature of the Services, in whole or in part, at any time, including by adding or removing functionality, interfaces, or supported Billing Entities. Provider shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services, provided that such modification does not violate any non-waivable statutory rights under applicable law.
7. Fees and Charges
7.1
Service Fees.
Provider may charge fees for certain features or components of the Services, as disclosed to you at the time of registration, purchase, or use (each, a Service Fee). You agree to pay all applicable Service Fees in accordance with the billing terms presented to you.
7.2
Third-Party Fees. You are responsible for any fees, charges, or expenses imposed by:
(a) your Billing Entities;
(b) your financial institution or payment provider; or
(c) your internet or telecommunications provider,
in connection with your use of the Services or any underlying transactions or accounts.
7.3
Taxes. You are responsible for any sales, use, value-added, or other taxes, duties, or levies applicable to your use of the Services, excluding taxes based on Provider’s net income.
8. Ownership; Intellectual Property
8.1
Provider Materials.
As between you and Provider, Provider and its licensors retain all right, title, and interest in and to:
(a) the Services;
(b) all software, technology, tools, designs, text, graphics, user interfaces, and other content used or displayed in connection with the Services (excluding Transactional Documents);
(c) all patents, copyrights, trademarks, service marks, logos, trade names, and other brand features associated with Provider; and
(d) all improvements, enhancements, modifications, and derivative works of any of the foregoing,
together with all intellectual property and proprietary rights therein (collectively, Provider Materials).
8.2
Transactional Documents. The intellectual property and other proprietary rights in and to the content of any Transactional Document (such as the text, layout, logos, and trademarks used by a Billing Entity) are owned by the applicable Billing Entity or its licensors. Provider does not claim ownership of such content and provides access to Transactional Documents solely as a service to Billing Entities and you.
8.3
Limited Use of Transactional Documents.
Subject to this Agreement and any terms between you and the applicable Billing Entity, you may download, print, and retain copies of Transactional Documents solely for your personal records, internal business needs, or as otherwise required by law. You shall not, and shall not permit any third party to, use any Transactional Document for any purpose not reasonably related to your relationship with the applicable Billing Entity or otherwise permitted by law.
8.4
Feedback. If you submit to Provider any suggestions, ideas, feedback, or other information regarding the Services (Feedback), you hereby grant to Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and otherwise exploit such Feedback for any purpose, without restriction and without any obligation or compensation to you.
9. Privacy; Data Security
9.1
Privacy Policy.
Provider’s collection, use, disclosure, and other processing of personal information in connection with the Services are governed by Provider’s privacy policy, as may be amended from time to time (the Privacy Policy), which Privacy Policy is incorporated herein by reference. The current version of the Privacy Policy will be made available through the Services or Provider’s website. By using the Services, you acknowledge and agree that Provider may process your personal information in accordance with the Privacy Policy.
9.2
Data Security. Provider will employ commercially reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of personal information and other data processed through the Services, consistent with industry standards for similar services. However, you acknowledge that:
(a) no method of transmission over the internet or electronic storage is completely secure; and
(b) Provider cannot guarantee absolute security of any information transmitted to or stored by Provider or its service providers.
9.3
Your Security Obligations. Without limiting Section 3.3, you are responsible for:
(a) maintaining the security and confidentiality of any devices used to access the Services;
(b) maintaining up-to-date antivirus, anti-malware, and security software on such devices; and
(c) promptly notifying Provider of any suspected unauthorized access to or use of the Services or your account.
9.4
Data Sharing with Billing Entities. In order to provide the Services, Provider may share with each Billing Entity certain information relating to you and your use of the Services, including but not limited to identifiers used to link your account with the Billing Entity, contact information, and information about your access to that Billing Entities Transactional Documents. Such sharing will be conducted in accordance with the Privacy Policy and applicable law. Your relationship with each Billing Entity, and the Billing Entities own use of your information, are governed by the Billing Entities privacy policies and terms.
10. NO WARRANTY
USE OF THE SERVICES IS AT YOUR OWN SOLE RISK. WE ARE UNDER NO OBLIGATION TO PROVIDE YOU WITH ANY SUPPORT, ERROR CORRECTIONS, UPDATES AND/OR ENHANCEMENTS TO THE SERVICES. THE SERVICES AND ALL TRANSACTIONAL DOCUMENTS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS, WITH ALL FAULTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS WEBSITE, THE SERVICES AND THE INTERNET GENERALLY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION
(A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; AND (B) ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE TRANSACTIONAL DOCUMENTS WILL BE ACCURATE, COMPLETE, OR FREE FROM DEFECTS; OR (IV) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED.
11.
LIMITATION OF LIABILITY
11.1
EXCLUSION OF CERTAIN DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(A)
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR
(B) LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE USE OF OR INABILITY TO USE THE SERVICES OR ANY TRANSACTIONAL DOCUMENTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2
LIABILITY CAP.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES OF PROVIDER AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE USE OF OR INABILITY TO USE THE SERVICES OR ANY TRANSACTIONAL DOCUMENTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED:
(A) THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY PAID BY YOU TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; OR
(B) IF YOU HAVE NOT PAID ANY SERVICE FEES TO PROVIDER DURING SUCH PERIOD, ONE HUNDRED U.S. DOLLARS (US $100.00).
11.3
Application to Billing Entity Disputes. Provider shall not be liable for any disputes, claims, or losses arising from or relating to:
(a) the accuracy, completeness, or legality of any Transactional Document;
(b) any amounts owed or alleged to be owed by you to any Billing Entity, or any fees, charges, penalties, interest, or other amounts assessed by any Billing Entity; or
(c) any decisions made or actions taken by any Billing Entity in connection with your account or relationship with that Billing Entity.
All such matters are solely between you and the applicable Billing Entity.
11.4
Fundamental Basis. The parties agree that the limitations of liability set forth in this Section 11 are a fundamental basis of the bargain between Provider and you, and that Provider would not be able to provide the Services on an economically reasonable basis without such limitations.
12. Indemnification
12.1
Your Indemnification Obligations. You shall indemnify, defend, and hold harmless Provider and its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, the Provider Indemnified Parties) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) (collectively, Claims) arising out of or related to:
(a) your access to or use of the Services other than as expressly permitted under this Agreement, including any access to or use of the Services by someone to whom you have given permission to use your account;
(b) your violation of this Agreement or of any applicable law, rule, or regulation;
(c) your relationship with any Billing Entity, including any dispute regarding any Transactional Document, billing amount, or service provided by a Billing Entity; or
(d) any allegation that your use of the Services or any content provided by you infringes, misappropriates, or otherwise violates any intellectual property or other rights of any third party.
12.2
Procedure. Provider will:
(a) provide you with prompt written notice of any Claim for which it seeks indemnification (except that any failure to provide such notice shall not relieve you of your obligations under this Section 12 except to the extent you are materially prejudiced thereby);
(b) permit you to control the defense and settlement of such Claim, provided that you shall not settle any Claim without Provider’s prior written consent if such settlement (i) imposes any liability, obligation, or admission of fault on any Provider Indemnified Party, or (ii) does not include a full and unconditional release of all Provider Indemnified Parties; and
(c) reasonably cooperate with you, at your expense, in the defense of such Claim.
13. Term; Suspension and Termination
13.1
Term.
This Agreement shall commence on the date you first accept this Agreement or first access or use the Services, whichever occurs first, and shall continue in effect until terminated in accordance with this Section 13.
13.2
Termination by You. You may terminate this Agreement at any time by:
(a) ceasing all access to and use of the Services; and
(b) if applicable, closing your account through any available account management functionality or by contacting Provider’s customer support.
13.3
Termination or Suspension by Provider.
Provider may, in its sole discretion and without liability to you, terminate this Agreement or suspend or terminate your access to all or part of the Services at any time, with or without notice, if:
(a) you breach any provision of this Agreement;
(b) Provider reasonably believes that your use of the Services poses a security, legal, or operational risk;
(c) Provider ceases to provide the Services generally; or
(d)
Provider is required to do so by law, regulation, or governmental authority.
13.4 Effect of Termination. Upon any termination of this Agreement:
(a) the license granted to you under Section 4.1 shall immediately terminate, and you shall cease all access to and use of the Services;
(b) Provider may, in its discretion and in accordance with its data retention policies and applicable law, deactivate or delete your account and any associated data; and
(c) sections of this Agreement which by their nature should survive termination (including without limitation Sections 4.2, 4.3, 8, 9, 10, 11, 12, 13.4, and 14 through 19) shall survive any termination of this Agreement.
13.5 Access to Historical Transactional Documents.
Following termination, Provider may, but is not obligated to, provide you with a limited period of access to download or otherwise obtain copies of certain historical Transactional Documents, subject to:
(a) Provider’s then-current policies and technical capabilities; and
(b) any legal or contractual obligations owed by Provider or any Billing Entity.
You acknowledge that Billing Entities may retain copies of Transactional Documents in accordance with their own policies and legal obligations and that you may need to contact Billing Entities directly for retrieval of such records after termination.
14. Mandatory Arbitration; Class Action Waiver
14.1
Agreement to Arbitrate. To the fullest extent permitted by applicable law, you and Provider agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, the Services, or any Transactional Documents, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, Disputes), shall be resolved exclusively and finally by binding arbitration, rather than in court, except as expressly provided in Section 14.4.
14.2
Arbitration Rules and Forum. The arbitration shall be administered by a nationally recognized arbitration provider (such as the American Arbitration Association) pursuant to its applicable rules for consumer or commercial disputes, as appropriate (the Arbitration Rules), as modified by this Section 14. If the parties are unable to agree on an arbitral forum within a reasonable time, the arbitration shall be conducted pursuant to the Iowa Uniform Arbitration Act, Iowa Code Chapter 679A, by a neutral arbitrator appointed in accordance with such Act.
14.3 Arbitrator and Location.
(a) The arbitration shall be conducted by a single neutral arbitrator experienced in commercial and technology-related disputes, selected in accordance with the Arbitration Rules.
(b) Unless otherwise required by applicable law or agreed by the parties, the arbitration hearing shall take place in the State of Iowa, Black Hawk County, or, at your election if you are an individual consumer, in the county of your residence.
(c) The arbitration may be conducted in person, by video conference, telephonically, or by written submissions, as determined by the arbitrator in consultation with the parties, having due regard to the parties preferences and the interests of justice and efficiency.
14.4
Exceptions to Arbitration.
Notwithstanding Section 14.1:
(a) either party may bring an individual action in a small claims court of the District Court for Black Hawk County, Iowa, or in the county of your residence if you are an individual consumer, for Disputes within the scope of such courts’ jurisdiction; and
(b) either party may seek provisional or interim injunctive or other equitable relief in any court of competent jurisdiction (including to prevent or stop unauthorized access, use, or disclosure of confidential information or intellectual property), without waiving the right to arbitrate under this Section 14.
14.5 Class Action and Representative Action Waiver. To the fullest extent permitted by applicable law:
(a) you and Provider agree that any arbitration or court proceeding shall be conducted only on an individual basis and not in a class, consolidated, collective, or representative action;
(b) neither you nor Provider shall be a member of or participate in any class, consolidated, collective, or representative proceeding (including any class arbitration, private attorney general action, or other representative action) against the other; and
(c) the arbitrator shall not have authority to consolidate disputes of multiple persons, to preside over any form of class or representative proceeding, or to award class-wide or representative relief.
14.6
Arbitration Procedures; Discovery; Award.
(a) The arbitrator shall have the exclusive authority to resolve all issues of arbitrability, including any dispute regarding the existence, validity, enforceability, or scope of this arbitration agreement, subject to applicable law.
(b)
Discovery in arbitration proceedings shall be limited as follows:
(i)
All relevant and discoverable information or data (in any form) shall be strictly limited to the dates of use of the Services by you, and no discovery, including e-discovery, shall be provided for timeframes outside of these dates. Discovery shall be limited to information or data that is reasonably accessible to us.
(ii)
All relevant and discoverable information or data (in any form) requested for this timeframe shall be provided in the format in which it is stored or archived, and shall not be required to be provided in any other format. No reports of any kind which are not used regularly in the course of business shall be requested or created/produced.
(iii)
Provider may request that you cooperate in good faith regarding formulation of appropriate search terms and protocols in advance of any information or data search, including pre-search formulating of search terms, including semantic synonyms, search protocols, and post-search error sampling. Any production shall then by provided referencing such agreed protocols in lieu of individual discovery request responses.
(c) The arbitrator shall apply the substantive law specified in Section 15.1 (Governing Law) and shall honor all applicable statutes of limitations and any valid claims of privilege.
(d) The arbitrator shall issue a written, reasoned award setting forth the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court of competent jurisdiction.
14.
7 Costs and Fees.
(a) Each party shall bear its own attorney’s fees and costs, except to the extent that an applicable statute or this Agreement expressly provides for an award of attorney’s fees and costs.
(b) The arbitrator shall allocate the costs and fees of the arbitration (including arbitrator fees and administrative fees of the arbitration provider) between the parties in accordance with the Arbitration Rules and applicable law, provided that, if you are an individual consumer, Provider will not seek to recover from you any arbitration fees that you would not be required to pay if you brought the Dispute in a court of law.
14.8
Notice of Dispute.
Before initiating arbitration, the party seeking to initiate arbitration shall first provide the other party with a written notice of the Dispute, describing the nature and basis of the Dispute and the relief sought. Such notice shall be sent in accordance with Section 18.3 (Notices). If the parties are unable to resolve the Dispute within thirty (30) days after receipt of such notice, either party may commence arbitration in accordance with this Section 14.
14.9 Survival. This Section 14 shall survive any termination of this Agreement.
15. Governing Law; Venue
15.1
Governing Law.
This Agreement and any Dispute (as defined in Section 14.1) shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles.
15.2
Venue for Non-Arbitrable Disputes. To the extent that any Dispute is not subject to arbitration under Section 14, or if the arbitration agreement in Section 14 is found not to apply to a particular Dispute, you and Provider agree that such Dispute shall be brought exclusively in the District Court for Black Hawk County, Iowa. You and Provider hereby consent to the personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.
16. Changes to this Agreement
16.1
Right to Modify.
Provider reserves the right, at its sole discretion, to modify or update this Agreement from time to time. Provider will indicate at the top of this Agreement the date it was last updated.
16.2
Notice of Changes. Provider may provide notice of material changes to this Agreement by:
(a) posting the updated Agreement through the Services;
(b) displaying a prominent notice within the Services; or
(c) sending you an email or other electronic communication at the contact information associated with your account.
16.3
Acceptance of Changes. Unless otherwise required by applicable law:
(a) any modifications to this Agreement shall become effective on the date indicated in the updated Agreement; and
(b) your continued access to or use of the Services after such effective date shall constitute your acceptance of the modified Agreement.
If you do not agree to any modification to this Agreement, you must cease all access to and use of the Services and terminate this Agreement in accordance with Section 13.2 before the effective date of the modifications.
17. Compliance with Law.
You are solely responsible for ensuring that your use of the Services and complies with all applicable laws, rules, and regulations, including any requirements applicable to the electronic delivery or retention of records and communications.
18. Miscellaneous
18.1
Entire Agreement.
This Agreement, together with any Additional Terms and the Privacy Policy, constitutes the entire agreement between you and Provider with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between you and Provider relating to the Services.
18.2
Amendment; Waiver. Except as expressly provided in Section 16 with respect to unilateral modifications by Provider, this Agreement may be amended only by a written instrument executed by an authorized representative of each party. No waiver by either party of any breach or default of this Agreement shall be deemed a waiver of any preceding or subsequent breach or default. Any failure or delay by either party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver thereof.
18.3
Notices.
(a) To You. Provider may provide notices to you under this Agreement by:
posting such notices within the Services; sending an e-mail to the e-mail address associated with your account; or sending a written notice by mail or courier to the mailing address, if any, associated with your account.
Notices sent by email shall be deemed received on the date transmitted (absent a bounce-back or similar error); notices posted within the Services shall be deemed received when you next access the Services; and notices sent by mail or courier shall be deemed received three (3) business days after deposit with the postal service or delivery to a reputable courier service.
(b) To Provider. All notices to Provider under this Agreement must be sent to Provider’s then-current contact address for legal notices, as specified in the Services or on Provider’s website, or to such other address as Provider may designate by notice from time to time. Notices to Provider shall be deemed given when actually received.
18.4
Assignment. You may not assign, delegate, or otherwise transfer this Agreement, or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Provider’s prior written consent. Any attempted assignment, delegation, or transfer in violation of this Section 18.4 shall be null and void. Provider may assign, delegate, or transfer this Agreement, in whole or in part, without restriction and without notice to you, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Provider’s assets.
18.5
No Third-Party Beneficiaries. Except as expressly provided in this Agreement with respect to the Provider Indemnified Parties, there are no intended third-party beneficiaries of this Agreement, and nothing in this Agreement shall confer any rights or remedies upon any person or entity other than the parties hereto and their permitted successors and assigns.
18.6
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement shall remain in full force and effect. The parties further agree that any such invalid, illegal, or unenforceable provision shall be deemed modified to the least extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties.
18.7
Headings; Interpretation. The headings and section titles in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The words including, include, and includes shall be deemed to be followed by the phrase without limitation. The term or shall not be exclusive. This Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any provisions of this Agreement.
18.8
Relationship of the Parties. The relationship between you and Provider is that of independent contracting parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between you and Provider. You have no authority to bind Provider or incur any obligations on Provider’s behalf.
18.9
Force Majeure. Provider shall not be liable for any delay or failure in performance of its obligations under this Agreement to the extent caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, strikes or labor disputes, acts of war, terrorism, riots, civil disturbances, government actions, interruptions or failures of telecommunications, internet, or power infrastructure, or failures of third-party systems or services (each, a Force Majeure Event). Provider shall use commercially reasonable efforts to mitigate the impact of any Force Majeure Event and to resume performance as soon as reasonably practicable.
18.10
Government Users. If you are a U.S. government entity or are using the Services on behalf of any U.S. government entity, the Services, and Provider Materials shall be deemed commercial computer software and commercial computer software documentation, respectively, developed exclusively at private expense, and are provided with only those rights as are set forth in this Agreement.
18.11
Contractual Limitations Period. To the maximum extent permitted by applicable law, any cause of action or claim you may have arising out of or relating to this Agreement, the Services, or the use of or inability to use the Services or any Transactional Documents must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.
18.12
Electronic Signatures; Electronic Communications.
You agree that:
(a) your indication of assent to this Agreement and any subsequent agreements, notices, consents, or other communications regarding the Services may be made by electronic means, including by clicking I Agree, Accept, or similar buttons, or by use of electronic signatures; and
(b) Provider may communicate with you electronically (including by email, through the Services, or by posting notices on Provider’s website) regarding this Agreement and the Services. You consent to receive such electronic communications and agree that all agreements, notices, disclosures, and other communications that Provider provides to you electronically satisfy any legal requirement that such communications be in writing.
19. Contact Information
If you have any questions about this Agreement or the Services, or if you wish to provide notice to Provider under this Agreement, please contact Provider at the contact address or email address indicated within the Services or on Provider’s website, clearly indicating that your communication relates to the Terms of Use and End User License Agreement for electronic presentment services.
Last Updated on 4/7/26.