Agree.com - Terms of Use

Last Updated: May 2018

Acceptance of the Terms of Use

Welcome to our website (“Website”). These Website Terms of Use (“Terms of Use”) are entered into by and between you and Agree LLC ("Agree", "we" or "us"). If you are using services offered by Agree LLC, either as a registered user or a client of a registered user, then you are subject to our Terms and Service. To the extent there is a direct conflict between these Terms of Use and our Terms of Service, the Terms of Service shall control.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at agree.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, if a dispute arises out of or relates to the site or these Terms of Use, the parties agree that the Terms of Use in effect at the time the dispute arose shall apply to the dispute, including any amendments to the Terms of Use posted prior to the dispute arising.  No amendment to the Terms of Use shall apply to any dispute as to which we had notice prior to posting the amendment.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Agree, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

- You may store files that are automatically cached by your Web browser for display enhancement purposes.

- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use, provided you agree to be bound by our end user license agreement for such applications.

- If we provide social media features, you may take such actions as are enabled by such features.

You must not:

- Modify copies of any materials from this site.

- Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website other than as may be permitted by our Terms of Service if you are a user of our Services.

Trademarks

The Agree name, Agree logo, and all related names, logos, product and service names, designs and slogans are trademarks of Agree or its affiliates or licensors. You must not use such marks without the prior written permission of Agree. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

- To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.

- To impersonate or attempt to impersonate Agree, a Agree employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Agree or users of the Website or expose them to liability.

Additionally, you agree not to:

- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

- Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

- Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

- Use any device, software or routine that interferes with the proper working of the Website.

- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.

- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

- Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, forums, bulletin boards and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.  User Contributions should be distinguished from information, content or other materials that you may provide to Agree for inclusion in a contract you create by using our services.  Our use of any such material is governed by our Terms of Service and Privacy Policy.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material in connection with our business and/or the purpose for which you provided it. You represent and warrant that:

- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

- All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Agree, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for Agree.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

- Terminate or suspend your access to all or part of the Website for [any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS AGREE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not take to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

- Be likely to deceive any person.

- Promote any illegal activity, or advocate, promote or assist any unlawful act.

- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

- Involve activities such as contests, sweepstakes and other sales promotions, barter or advertising.

- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

This website is operated by Agree LLC. All notices of copyright infringement claims should be sent to the copyright agent via email to help@agree.com. All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: help@agree.com

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

We may provide third-party content through our Website. Any such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any warranties with respect to the same.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Social Media Features

This Website may provide certain social media features that enable you to:

- Link from your own or certain third-party websites to certain content on this Website.

- Send e-mails or other communications with certain content, or links to certain content, on this Website.

- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

Your use of these social media features, if offered, is optional.  If you opt to use any such offered features, you may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features.

We may disable all or any social media features and any links at any time without notice in our discretion.

Third Party Links

We may provide links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites.  You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

Geographic Restrictions

The owner of the Website is based in the state of Oregon in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER AGREE NOR ANY PERSON ASSOCIATED WITH AGREE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER AGREE NOR ANYONE ASSOCIATED WITH AGREE REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

AGREE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL AGREE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Agree, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in the City of Bend, Oregon and County of Deschutes. Although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by Agree of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Agree to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, Terms of Service (if applicable), Payment Processing Agreement (if applicable), and any additional terms and conditions incorporated by reference pursuant to these agreements constitute the sole and entire agreement between you and Agree LLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Agree LLC. All notices of copyright infringement claims should be sent to the copyright agent via email to help@agree.com. All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: help@agree.com

Terms of service

Last Updated: March 2017

Acceptance of the Terms of Service

These Terms of Service govern your use of Agree’s electronic contracting service (collectively, the “Services”). These Terms of Service including our Terms of Use governing use of our website generally, Privacy Policy, the Payment Processing Agreement (if applicable to you, as described in Section 7(b)), any Additional Terms (as described in Section 18), and any documents referenced and hereby incorporated into these Terms of Service govern your access to and use of our Services.

These Terms of Service and any modifications to them that may be made from time to time constitute a binding legal agreement between you and Agree LLC (“Agree,” “we,” “us,” and “our”).

BY USING THE SERVICES OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF SERVICE WHEN THIS OPTION IS MADE AVAILABLE TO YOU, , YOU ACCEPT AND AGREE TO BE BOUND TO THESE TERMS OF SERVICE. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE SERVICES.

Definitions

For the purposes of these Terms of Service:

- If you, or an organization you represent, would like to use our Services to create a contract for signature by your client, then you are a “Contract Creator.”

- If you or an organization that you represent would like to use our Services to enter into an agreement with a Contract Creator and/or make a payment pursuant to that contract, then you are a “Client.”

It is possible that when using our Services you will be a Contract Creator in some circumstances and a Client in others.  That is, you may use our Services both as a Client and Contract Creator.  These Terms of Service will apply to you in both situations.

Other definitions not defined in this Section shall have the meaning given to them in the body of the Terms of Service.

No Legal Advice

The information, instructions, forms, and contracts presented on or through our Services (“Our Content”) are provided for informational purposes only and are not intended to constitute legal advice. Agree is not an attorney or law firm and does not provide legal advice, services, or representation. Your use of the Services and Our Content does not create an attorney-client relationship. Our Content is not a substitute for the advice of an attorney. We recommend that you do not act on or rely on Our Content without consulting with an attorney. Communications between you and Agree are protected by our Privacy Policy and are not protected by attorney-client privilege or as attorney work product. You are representing yourself in your use of the Services.

The applicable laws may differ from state to state and even among municipalities. Agree makes no representations or warranties about the legality or propriety of the use of the Services or Our Content in any jurisdiction. You understand and agree that Our Content may not take into account your personal circumstances or the federal, state, or local laws, rules, and regulations that govern your transaction and that compliance with all laws, rules, and regulations remains your sole and absolute responsibility.

User Accounts

- User Accounts. To access the Services or some of the resources we offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with our Services or otherwise, including but not limited to Your Contract Content (defined in Section 9(a) below)  is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

- Account Security. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Contract Creators—Creating Contracts For Clients

- Licenses and Consents. You shall obtain and maintain all necessary licenses and consents and comply with all laws applicable to the Services, goods and services you provide to Clients under a contract you create using our Services, and use of Your Contract Content (as described in Section 9).

- Contracting Services.  By using our Services to create a contract, you authorize Agree to send electronic copies of contracts to your Clients on your behalf and, if you opt for us to do so, to collect contract payments from your Clients in accordance with the applicable contracts’ payment terms.

- Refunds to Clients. Our Services allow you to issue refunds to your Clients in cases where you have used our Services to collect payments from Clients. If you instruct us to issue a refund or otherwise use the Services to issue a refund, we will debit your deposit account and credit your Client’s account in the amount you have instructed. Nothing in this Section shall entitle you to a refund to fees you have paid for our subscription Services.  For information about cancelling our subscription services see Section 6(d) below.

- Our Fees. Use of our Services by Contract Creators may be subject to a non-refundable subscription, service, processing, or other fees as set forth on our website. Agree may deduct any such fees from payments made to you hereunder.

Paid Subscription Services For Contract Creators

- Paid Subscriptions. If you would like increase the number of active contracts that you may have at any one time beyond the number provided with our free Services, then you can upgrade your account to a paid account.  Our paid accounts are subscription-based. When you sign up for a paid subscription, you agree to pay all applicable fees as they come due including, without limitation, any applicable taxes that we do not collect on your behalf.

- Subscription Renewal. Your subscription will automatically be renewed and your credit card will be automatically charged on a monthly or annual basis, as applicable, until you cancel your subscription. If we are unable to charge a payment to your credit card or are otherwise unable to obtain payment for Services when due, then we reserve the right to suspend or terminate your access to our Services until we receive payment from you. For example and without limitation, if you sign up for our paid subscription Services and then we are unable to charge your credit card when a payment is due, we may downgrade your access to our free service.  This may result in you being unable to access contracts beyond the number of free contracts associated with our free Services.

- Right to Modify Fees and Services. We reserve the right to modify our fees at any time for any reason upon notice to you. Any increase in our fees will take place at the time that the next payment of your subscription is due. From time to time we may add or modify certain offerings or Services and we reserve the right to charge you additional or different fees in consideration for providing such new or modified Services to you.

- Cancelling Your Subscription. You may cancel your subscription by logging into your account and indicating that you wish to cancel your subscription. You will remain liable for all charges through the end of the current subscription billing period.  By way of example, if you have signed up for a monthly subscription for your paid account, then you will remain liable for all fees incurred until the end of the current month of your subscription.  If you have signed up for and paid for an annual subscription, then you will remain liable for the annual amount that you have prepaid through the end of the current year of your subscription. AGREE WILL NOT ISSUE REFUNDS (OR PARTIAL REFUNDS) FOR ANY SUBSCRIPTION SERVICES FOR WHICH YOU HAVE PREPAID.

Contract Payments

- Prices and Fees for Goods and Services Provided to Clients by Contract Creators.  Contract Creator, not Agree, to determine the prices and fees that Contract Creator will charge for goods and/or to be provided under the contracts entered into between Contract Creators and Clients, as well as the applicable payment terms.

- Payment Processing Agreement for Contract Creators.  If Contract Creator elects to use our payment services to accept contract payments from Clients, then Contract Creator must agree to the terms of the “payment processing agreement" found here.

- Payment Services for Clients.  By using our Services to make a payment to a Contract Creator pursuant to a contract entered into through use of our Services, Client authorizes Agree (or its designated payment processor) to cause a payment to be processed from the Client’s designated payment account to the Contract Creator’s designated deposit account, as more fully described in the Payment Processing Agreement.

- Payment Ownership, Scheduling, and Disbursement.  Payments by Clients that are processed pursuant to the Payment Processing Agreement may be held for up to three (3) business days prior to disbursement to a Contract Creator’s account. Once payment to a Contract Creator has been scheduled, Clients may only change or cancel their payments in accordance with Section8(a). Agree reserves the right to refuse to cause to be processed any payment if we reasonably believe that your activity, or the transaction if processed, would result in you being in violation of this Agreement, applicable law, or, if you are a Contract Creator, the Payment Processing Agreement. In such event we will attempt to promptly notify you if we decline to process a payment. Notwithstanding the foregoing, we will have no obligation to notify you if we reasonably believe you have engaged in any prohibited activity listed in Section 10, or, if you are a Contract Creator, and have otherwise materially violated the Payment Processing Agreement. Once a Client transfers funds designated for payment to a Contract Creator, a Client has no further rights in those funds, except as set forth in Section 8(a). Prior to disbursement in accordance with the Client’s instructions provided during the registration process, Agree shall cause to be deposited all funds received from Client in a non-interest-bearing deposit account at a financial institution in the United States as more fully described in the Payment Processing Agreement. Such account is owned and maintained by its payment processor (the “Settlement Account”). The Settlement Account will be a commingled account containing funds for other customers of Agree payment processor in addition to the funds deposited for the benefit of Agree Contract Creators.  Agree shall maintain records of subaccounts for each Contract Creator (“Subaccount(s)”).  Agree is not a bank, savings and loan or regulated financial institution.  Agree is not a money transmitter. At no time does Agree own, control, or transfer the funds in the Settlement Account, which are owned and controlled by Agree’s payment processor. Agree uses instruction-based funding services provided by its payment processor to cause the fund transfers required for the Services. Agree’s payment processor will initiate funds transfers, to Contract Creators from the Settlement Account consistent with funding instruction files received from Agree.  Neither Client nor Contract Creator will receive interest on any amounts for time which elapses during payment processing.

- Reversals, Returns and Chargebacks.  Contract Creator agrees to be liable for any reversals, returns, or chargebacks more specifically provided for in the Payments Processing Agreement.

- Recurring Payments. Client may authorize Agree to cause its payment processor to initiate recurring payments to designated Contract Creators based upon an agreed upon contract payment schedule. Agree will make these recurring payments unless and until Agree receives and confirms a Client’s request for cancellation as set forth in Section 8(a) below, and has had a reasonable time to act upon it.

- Taxes.  Agree users are responsible for determining what, if any, taxes apply to payments made or received using Agree, and it is your responsibility to collect, report, and pay the correct tax to the appropriate tax authority.

Payment Cancellation And Contract Refund Policy

- Cancelling a Payment

If you are a Client you may cancel a payment to be made by electronic funds transfer or credit card transaction up to one business day prior to a scheduled payment date for a full refund minus transaction and service fees; provided, however, that you will have no right to cancel a payment order that has been received by Agree’s processor or the processor’s bank. If the cancellation deadline has passed, you must contact the Contract Creator directly for a refund as set forth in Section 8(b), or follow the transaction dispute procedures of your financial institution.

If you’re a Contract Creator you may cancel a payment to be made by electronic funds transfer or credit card transaction up to one business day prior to a scheduled payment date for a full refund minus transaction and service fees; provided, however, that if you have purchased a subscription payable in installments and are cancelling an installment payment, and you have contracts in process that have not been sent for signature, you will no longer be permitted to access those contracts or our Services to complete them.

All cancellation requests are subject to the following conditions:

- Transaction or service fees, and insufficient funds fees are not refundable under any circumstances.
- Insufficient funds fees must be paid in full by one account holder, regardless of how many accounts are associated with the payment.
- Credit card payment refunds may take up to 5 business days to process. Bank account refund requests may take up to 3 business days to process.

Cancellation inquiries can be made by contacting us at the Agree Customer Support as set forth in Section 20.

- Contract Refunds

If you are a Client and are not satisfied with your purchase or the results of the contract that you have entered into with the Contract Creator, you agree to resolve the issue directly with the Contract Creator. Once a payment has been made to Contract Creator, the decision of whether to provide refunds (and the method any such refund will be made) will be made by the Contract Creator. If you would like a refund, you must contact the Contract Creator directly. Nothing in this Section shall entitle you to a refund to fees you have paid for our subscription Services.  For information about cancelling our subscription services see Section 6(d) above.

Use Of Your Contract Content

- "Your Contract Content" includes any artwork, photos, text, graphics, information, content or other materials (including third-party materials) that you provide to Agree for inclusion in a contract that you create using our Services. For clarity, Your Contract Content does not include any content or materials that you may post on message boards, forums, bulletin boards, or any other interactive features of our website that are accessible by our users generally or the general public. Our use of any such user contributions is addressed in our Website Terms of Use.

- License. When you provide Your Contract Content, you grant Agree and its affiliates and service providers, and each of their and our respective licensees, successors and assigns, the right to use, reproduce, prepare derivative works of, perform, display, distribute, and transmit Your Contract Content as well as the right to sublicense the same in order to provide the Services contemplated hereunder. Your license to Agree includes all patent, trademark, trade secret, copyright or other proprietary rights in and to such Your Contract Content for use pursuant to these Terms of Service.

- Warranty. You represent and warrant that (i) the information contained in Your Contract Content is accurate; (ii) you own or have all of the necessary licenses, rights, consents, and permissions in and to Your Contract Content that you submit; and (iii) you will not submit any Your Contract Content that contains third-party copyrighted material or material that is subject to other third-party proprietary rights, unless you have permission from the owner of the material or you are otherwise legally entitled to submit the material and grant the license granted herein.

- Indemnity. You agree to indemnify and hold harmless Agree from and against any claims, liabilities, damages, judgments, awards, losses, costs, expense or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the representation and warranty in Section9(c).

Prohibited Activities

You may use our Services only for lawful purposes and in accordance with these Terms of Service, and, in the case you are a Contract Creator using our Services to accept payments from Clients, in accordance with the Payment Processing Agreement. You agree not to use our Services:

- In any way that violates any applicable federal, state, local or international law or regulation including, without limitation, any laws governing the export of data or software to and from the United States or other countries, intellectual property laws, and laws relating to data protection and privacy.

- To impersonate or attempt to impersonate another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).

- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Agree or users of the Services or expose them to liability.

Additionally, you agree not to:

- Use any payment source you are not authorized to use or engage in any fraudulent transaction.

- Manipulate or abuse the credit card or ACH payments process in any way including, but not limited to, making a payment to crate cash from a credit or gift card.

- Use the Services for any unauthorized or illegal purpose.

- Access the Services from a country other than the United States.

- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the website.

- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the website.

- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.

- Use any device, software or routine that interferes with the proper working of the Services.Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services (including the website, the server on which the website is stored, or any server, computer or database connected to the website).

- Attack Services via a denial-of-service attack or a distributed denial-of-service attack.

- Otherwise attempt to interfere with the proper working of the Services.

Disclaimer

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SERVICES.

YOUR USE OF THE SERVICES, AS WELL AS ANY GOODS OR SERVICES OBTAINED THROUGH USE OF OUR SERVICES, IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER AGREE NOR ANY PERSON ASSOCIATED WITH AGREE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER AGREE NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS.

AGREE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation On Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW THAT IN NO EVENT WILL AGREE, ITS PARENT COMPANY, SUCCESSORS, AGENTS, AFFILIATES, BUSINESS PARTNERS, AND SERVICE PROVIDERS AND EACH OF THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “AGREE ENTITIES”) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER THE AGREE ENTITIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT A AGREE ENTITY.

AGREE IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES, AND YOU RELEASE THE AGREE ENTITIES FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

- MAXIMUM LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE AGREE ENTITIES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LESSER OF: (i) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR THE SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING THREE MONTHS; OR (ii) $500.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

- Exceptions. The exclusions and limitations in this Section 12 do not apply to Agree's obligations or liability for Agree's gross negligence or willful misconduct. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Indemnification

You agree to indemnify and hold harmless the Agree Entities from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) (“Claims”) arising out of or relating to your violation of these Terms of Service, your use of the Services, any goods or services you sell or purchase pursuant to a contract entered into through your use of the Services, or from your acts or omissions.

Intellectual Property Rights

Our Services are owned by Agree, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You may not modify, copy, record, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part.

The Agree name, Agree logo, and all related names, logos, product and service names, designs and slogans are trademarks of Agree or its affiliates or licensors. You must not use such marks without the prior written permission of Agree. All other names, logos, product and service names, designs and slogans are the trademarks of their respective owners.

Monitoring And Enforcement

We have the right to:

- take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- terminate or suspend your account if we believe, in our sole opinion, that you are using (or intend to use) the Services in a fraudulent manner or in a way that is otherwise in violation of the law or this Agreement.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE AGREE ENTITIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of this Agreement.

Any suspension or termination shall not affect your obligations to us under Agreement. The provisions of this Agreement which by their nature should survive the suspension or termination of your account or this Agreement shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, disclaimers, limitations on liability, provisions related to intellectual property ownership, and all of the miscellaneous provisions in Section 19.

Geographic Restrictions

Agree is based in the State of Oregon in the United States. We provide our Services for use only by persons located in the United States. We make no claims that the Services will be accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Additional Terms; Changes To The Agreement And Services

We reserve the right at any time and for any reason, to modify or discontinue any aspect or feature of the Services or to modify these Terms of Service.  In addition, we reserve the right to provide you with additional terms and conditions that may govern your use of the Services generally, unique parts of the Services, additional functionality or applications made available to you as part of the Services, or any or all of these (“Additional Terms”). Any such Additional Terms that we may provide to you will expressly reference these Terms of Service, be effective upon notice, and be incorporated by reference into these Terms of Service. To the extent any Additional Terms directly conflict with these Terms of Service, the Additional Terms will control.

Subject to the next paragraph, modifications to these Terms of Service will become effective three (3) days after posting on the website or, if we notify you by email or conventional mail, as stated in the email message or conventional mailing. Your access and use of the Services after the effective date of any modification of these Terms of Service will signify your assent to and acceptance of the same.  you object to any subsequent revision to these Terms of Service, immediately discontinue use of the Services. All counteroffers to these Terms of Service (or amendments to the same) are categorically rejected.

If a dispute arises out of or relates to the site or these Terms of Service including, without limitation, any Additional Terms or their breach (the “Dispute”), the parties agree that the Terms of Service in effect at the time the Dispute arose shall apply to the Dispute, including any amendments to the Terms of Service posted prior to the dispute arising.  No amendment to the Terms of Service shall apply to any Dispute as to which we had notice prior to posting the amendment.

Miscellaneous

- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

- Force Majeure.  Agree shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Agree including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of ten (10) days, you shall be entitled to give notice in writing to Agree to terminate this Agreement.

- Entire Agreement. These Terms of Service, Terms of Use governing our website, the Payment Processing Agreement (if applicable), any Additional Terms, and our Privacy Policy constitute the entire agreement between you and us with respect to your use of the Services, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

- Governing Law and Jurisdiction.

- All matters relating to the Services and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or our Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in the City of Bend, Oregon and County of Deschutes. although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

- Waiver and Severability. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

- Assignment.  You may not transfer or assign any rights or obligations you have under these Terms of Service without Agree’s prior written consent. Agree reserves the right to transfer or assign these Terms of Service or any right s under it at any time.

- Communications. You consent to receiving communications from Agree electronically.  You agree that we have the right to communicate with you by email or by posting notices on this website.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

- Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in or with these Terms of Service are intended to authenticate this writing and to have the same force and effect as manual signatures.  Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures.

Contacting Us

The Services are operated by Agree LLC.All feedback, comments, requests for technical support and other communications relating to the Services or website should be directed to the Agree  Customer Support, which is accessible from our website or Services. Thank you for using our Services.

merchant Agreement

Last Updated: March 2017

WePay, Inc.

Agree.com offers payments through WePay, Inc. ("WePay"), a third-party payment processor. In order for you to use WePay's payment processing services, you must register with WePay as a merchant. The WePay Terms of Service explain that process and are available here: https://go.wepay.com/terms-of-service-us. The WePay Privacy Policy is available here: https://go.wepay.com/privacy-policy-us. By accepting this agreement with Agree.com, you agree that you have reviewed the WePay Terms of Service and Privacy Policy for the country in which you are located and agree to them. If you have questions regarding the WePay Terms of Service or Privacy Policy, please refer to the WePay website at www.wepay.com or contact WePay at https://support.wepay.com/hc/en-us.

Payment Services

If you are a Contract Creator who has agreed to use the payment processing services offered by us (“Payment Services”), the following additional terms apply.  As a user of the Payment Services, Content Creator is a sub-merchant (“you”, “your” or “Sub-merchant”).  The Payment Services are provided through Vantiv, LLC (“Processor”), Agree (“we”, “our “or “Provider”) and Fifth Third Bank (as such bank may change from time to time, the “Member Bank”) pursuant to a Payment Facilitator Merchant Agreement (“Processor Agreement”).  We are required under the Processor Agreement to enter into this Agreement with our Sub-merchants.  When you registered for the Payment Services, you provided us with your accountBank Account information so that your clients can pay you via bank transfer or credit or debit card for your goods and services.  Capitalized terms have the meanings given them in Section 15 below.

The Payment Services.

Agree is a registered PSP and Payment Facilitator as described in the Operating Regulations.  Processor will acquire, process and settle payment for transactions initiated by Sub-merchant’s Clients, by means of Dynamic Payout.  Such acquiring, processing, and settlement shall be made in accordance with the Operating Regulations and Rules Summary using the payments methods identified in the Enrollment Process.  Agree is a Payment Facilitator and as such facilitates the processing of the Payments and causes Payments to be made to Sub-merchants.  Processor will periodically transfer Payments to your Bank Account via its Dynamic Payout program based upon instructions provided by Agree, as more fully described in Appendix A.

Authorization

You hereby authorize us to facilitate the debiting and crediting of your Bank Account for purposes of depositing payments made by your Clients, and to debit from your Bank Account the amount of any chargebacks, refunds, or reversals, as well as any fees or charges you owe to us. You agree to keep your Bank Account information up-to-date with us at all times. Failure to do so may result in payments being misdirected, withheld, or returned to the Clients.  In no event will we be liable for any damages directly or indirectly resulting from your failure to provide correct Bank Account information.

Sub-merchant Responsibilities.

- You agree to comply, and to cause any third parties acting as your agent (“Agents”) to comply, with the Operating Regulations, the Rules Summary, the Payment Card Industry Data Security Standards (PCI-DSS), the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that you are subject to as a merchant of the Associations.  You will comply with the Card acceptance and website requirements set forth in the Operating Regulations.  Without limiting the foregoing, you agree that you will fully comply with any and all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury’s Office of foreign Assets control (OFAC) and the Federal Trade Commission.  For purposes of this section, Agents include, but are not limited to, your software providers and/or equipment providers.

- Upon our request, you agree to execute a direct processing agreement with Processor, in the form provided by Processor, as a supplement to this Agreement, and will provide us with a copy of such agreement upon request.

- You will permit us to perform risk monitoring functions as required by the Operating Regulations.

- You will notify us immediately of any Client disputes or other matters that require escalation to Processor and immediately forward any notices you receive concerning a disputed payment transaction.

- You will assure that only sales transactions produced as the direct result of bona fide sales to Clients for your identified products and/or services are completed and delivered to us for processing.

- You will not present sales transactions for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

Merchant Prohibitions.

- You acknowledge and agree that the prohibited actions described below (“Prohibited Actions”) are actions which may mislead, disadvantage, defraud or damage any, or all of, the following entities; (a) a Client; (b) the card-issuing bank; (c) the settlement bank; (d) the Associations; (e) Agree; (f) Processor; or (f) the Member Bank. You agree that you must take all available steps and precautions to prevent fraud, theft, or misappropriation of Client data.  You agree that you will not take any of the following Prohibited Actions and will not knowingly permit a third party under your control to take the actions described in 'Sub-Merchant Responsibilities'.  You are deemed to be responsible for and to control the conduct of your employees, contractors, customers, and representatives.

- Sales Transactions. Sub-merchant will not submit any sales transaction to Processor: (a) that adds any surcharge to the transaction, except to the extent authorized by the Operating Regulations, the Rules Summary, or Applicable Law; (b) that adds any tax to the transaction, unless Applicable Law expressly allows for the Sub-merchant to impose a tax; any tax amount, if allowed, must be included in the transaction amount and not collected separately; (c) that represents the refinancing or transfer of an existing Client obligation that is deemed to be uncollectible or arises from the dishonor of a Client’s personal check or from the acceptance of a Card at a terminal that dispenses scrip; (d) that is not a valid transaction between Agree or a Sub-merchant and a bona fide Cardholder; (e) that Sub-merchant knows or should have known to be fraudulent or not authorized by the Client, or that it knows or should have known to be authorized by Sub-merchant’s Client colluding with another for a fraudulent purpose; (f) until after the services are performed, and/or Sub-merchant has completed the transaction, unless Sub-merchant has obtained Client consent for a recurring transaction; (fg) where a valid authorization was required but not obtained; (h) where multiple authorizations for amounts less than the total sale amount have been obtained; (i) which results in a disbursement of cash or cash equivalent to a Client; (ij) that establishes a maximum dollar sale transaction amount, except to the extent authorized by the Operating Regulations.

- Refund Transactions. Sub-merchant will not submit any refund transaction to Processor: (a) that does not correlate to an original sales transaction from the Cardholder; (b) that exceeds the amount shown as the total on the original sale transaction; or (c) more than three (3) business days following either: (i) a regulatory requirement granting a Client’s right to a refund; or (ii) a non-disputed Client request.

- Other Prohibited Activities. Sub-merchant will not: (a) use any Client data or other transaction data for any purpose not authorized by this Agreement; (b) disclose any Client data or other transaction data to any entity except for necessary disclosures to affected Clients, and through Processor to affected Association entities (c) provide to Processor or Agree any inaccurate, incomplete, or misleading information; (d) fail to provide Agree with timely notification of events that have caused or could cause material changes in the Sub-merchant’s ability to fulfill its obligations under this Agreement, including but not limited to: (i) adverse changes in Sub-merchant’s financial health; (ii) adverse changes in Sub-merchant’s business conditions or environment; or (iii) actions by governmental or non-governmental agencies; (e) transfer or attempt to transfer its financial liability by asking or requiring Clients to waive their dispute rights; (f) submit transactions on behalf of another entity that the Associations would consider a sub-ISO, Payment Service Provider (PSP), Agree, or other third party payment provider; (g) submit transactions for entities that do not have their principal places of business in the United States.

Entire Agreement

The Sub-merchant may be required under the Processing Agreement to enter into a direct processing agreement with Processor (“Direct Processing Agreement”) if it processes transactions in excess of a certain dollar amount, as set forth in the Operating Regulations. Agree and Sub-merchant acknowledge and agree that Processor and Member Bank are hereby made parties and/or third party beneficiaries  to this Agreement for that purpose, and each shall have the right to enforce against Sub-merchant all terms and conditions of this Agreement, and any future amendments or addenda to which they are a party, that are set forth therein.  This Agreement, the Terms of Use, and the Direct Processing Agreement, if applicable, shall constitute the entire agreement between the parties concerning the Payment Services.  This Agreement shall not be superceded or replaced by the Direct Processing Agreement. In the event of a conflict between the terms of this Agreement and the Direct Processing Agreement, the terms of the Direct Processing Agreement shall control.

Investigations

Sub-merchant will promptly notify Agree in the event Sub-merchant becomes aware of any unusual or suspicious activity regarding its clients and will cooperate with Processor, Agree, Member Bank and the Associations, as applicable, in connection with any investigation of its clients’ background or activity.

Audits

At any reasonable time upon reasonable notice to Sub-merchant, Sub-merchant shall allow auditors, including the auditors of Agree, any Association or any third party designated by Agree, Processor or the applicable Association, to review the files held and the procedures followed by Sub-merchant at any or all of Sub-merchant’s offices or places of business.  Any such audit shall be at Agree’s expense, unless it is required by Processor or by an Association.  Sub-merchant will assist such auditors as may be necessary for them to complete their audit, and will cooperate where necessary and appropriate.  In the event that a third-party audit is requested by an Association, Member Bank or regulatory agency, and/or required by the Operating Regulations, the Rules Summary, or applicable law, Agree may, at its option, and at Sub-merchant’s sole expense, either retain a third party to perform the audit, or require that Sub-merchant directly retain a specific third party auditor.  If Agree requires that Sub-merchant directly retain the auditor, Sub-merchant shall arrange immediately for such audit to be performed, and will provide Agree and the Associations with a copy of any final audit report.

Representations and Warranties; Authorization

Sub-merchant hereby represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by all necessary appropriate authorizing actions of Sub-merchant; that the execution, delivery and performance of this Agreement will not contravene any applicable by-law, corporate charter, partnership or joint venture agreement, law, regulation, order or judgment involving Sub-merchant; that the execution, delivery and performance of the Agreement will not contravene any provision or constitute a default under any other agreement, license or contract which Sub-merchant is bound; that the Agreement is valid and enforceable in accordance with its terms against Sub-merchant as if each Sub-merchant had signed the Agreement; that the fees and charges in the Sub-merchant Agreement shall apply separately and independently to Agree and Sub-merchant; and that Sub-merchant  will be bound by any amendments and modifications to the Processing Agreement agreed to by Agree.

Data Security and Privacy

Sub-merchant represents to Agree that it does not have access to Card information (such as the Cardholder’s account number, expiration date, and CVV2) and will not request access to such Card information from Agree.  In the event that Sub-merchant receives such Card or other personal information of its clients who are Clients hereunder in connection with the processing services provided under this Agreement, Sub-merchant agrees that it will not use it for any fraudulent purpose or in violation of any Card Organization Rules, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”) or Applicable Laws. If at any time Sub-merchant believes that its clients’ personal information has been compromised, Sub-merchant must notify Agree promptly and assist in providing notification to the proper parties. Sub-merchant must ensure compliance by itself and any third party service provider utilized by Sub-merchant, with all security standards and guidelines that are applicable to Sub-merchant and published from time to time, including without limitation those published by Visa, MasterCard or any other Card Organization, and including, without limitation, the Visa U.S.A. Cardholder Information Security Program (“CISP”), the MasterCard Site Data Protection (“SDP”), and (where applicable), the PCI Security Standards Council, Visa, and MasterCard PA-DSS (“Payment Enrollment Process Data Security Standards”) (collectively, the "Security Guidelines").  Agree will not be responsible for unauthorized use or access to any Client’s personal information or financial data by Sub-merchant, Sub-merchant’s employees, or any other party associated with Sub-merchant, except to the extent such use or access is due to Agree’s fault or negligence.  If any Card Organization requires an audit of Sub-merchant due to a data security compromise event or suspected event, Sub-merchant agrees to cooperate with such audit. Sub-merchant may not use any Card information other than for the sole purpose of completing the transaction authorized by the Client for which the information was provided to Sub-merchant, or as specifically allowed by Card Organization Rules, the Rules Summary, or as required by Applicable Law. Agree may use any and all information gathered in the performance of the Payment Services or the operation of the Website in accordance with its Privacy Policy. In addition, Sub-merchant agrees that Agree may use such information for any lawful purpose including marketing and deriving statistics regarding its Website and the Payment Services.

Modification of this Agreement or the Payment Services

Agree may modify the Payment Services upon notice to Sub-merchant, but it will not modify the Payment Services in a manner that would, in its sole discretion, significantly adversely affect Sub-merchant’s use thereof, without providing at least ten days’ prior notice to  Sub-merchant of any such modification. Such notice may be made by means of email or a posting on the Website.  Posting notice of any modification or amendment on the Website shall be deemed adequate notification. Sub-merchant’s continued use of the Payment Services following notification of any change or amendment to this Agreement or the Payment Services shall be evidence of its consent and agreement to the modification and/or amendment.

Fees

Sub-merchant shall pay the fees as described in and in the amounts set forth in the Enrollment Process.  Clients of Sub-merchant may be required to pay fees in order to make online payments, if provided for in the enrollment documentation for the Payment Services as set forth on the Website.  Sub-merchant is responsible for disclosing all Client -paid fees to its clients. If a dispute arises related to non-disclosure of Client-paid fees, Sub-merchant shall be liable to Agree for the full transaction amount including fees or charges for facilitating the payment of amounts due to Sub-merchant, as Agree may determine in its sole discretion. Agree may grant or deny to Sub-merchant’s clients the ability to use the Payment Services for any reason in its sole discretion. Agree reserves the right to modify and amend all fees payable by Sub-merchant for the Payment Services upon ten days’ notice to Sub-merchant.

Term and Termination

This Agreement shall be binding upon Sub-merchant upon Sub-merchant’s acceptance hereof, and shall continue until notice by either party to the other of the termination of the Payment Services.  Notwithstanding the foregoing, Agree may immediately cease providing Payment Services and/or terminate this Agreement without notice if: (i) Sub-merchant fails to pay any amount to Agree or Processor when due, (ii) Agree has received a request from Processor, Member Bank, or the Associations to terminate this Agreement; (iii)  Agree believes that the provision of a service to Sub-merchant may be a violation of the Operating Regulations or any Applicable Laws; (iv) Agree believes that Sub-merchant has violated or is likely to violate the Operating Regulations or Applicable Law; (v) Agree determines that Sub-merchant poses a financial or regulatory risk to Agree or an Association, (vi) the Processing Agreement is terminated for any reason; (vii) any Association deregisters Agree; (viii) Processor or Member Bank ceases to be a member of or to participate in programs affiliated with the Associations that permit them to offer the Payment Services;  (ix) Agree fails to have the required licenses or registrations, or is the subject of any regulatory enforcement action in connection with any Applicable Law.

Limitation of Liability; Indemnification

- Sub-merchant agrees to notify Agree by a written communication with Agree of any alleged breach by Processor of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred.  Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.  Sub-merchant hereby authorizes Agree to assert any such claim against Processor on its behalf, and to take all steps deemed necessary or appropriate in connection with such claim.

- Sub-merchant is liable for all acts, omissions, Client disputes, and other Client customer service-related issues.  Sub-merchant acknowledges that Processor may refuse to process transactions for it in Processor’s reasonable discretion, and Sub-merchant agrees that Sub-merchant, and not Agree, shall be responsible for resolving any issues, problems, or disputes with its clients arising out of the denial of Payment Services by Processor.

- EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, AGREE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SUB-MERCHANT HEREBY ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH THE ACCEPTANCE OF CARDS AND SUB-MERCHANT HEREBY ASSUMES ALL SUCH RISKS EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN.  Sub-merchant’s sole and exclusive remedy for any and all claims against Agree arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. Neither Processor, Member Bank, nor Agree shall be deemed to be in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Payment Services resulting, directly or indirectly, from a Force Majeure Event.  Upon such an occurrence, performance by Processor, Member Bank and Agree shall be excused until the cause for the delay has been removed and Processor,  Member Bank, and Agree have had a reasonable time to again provide the Payment Services.  No cause of action, regardless of form, shall be brought by either party more than one year after the cause of action arose, other than one for the nonpayment of fees and amounts due Provider under this Agreement. Any restriction on Agree’s liability under this Agreement shall apply in the same manner to Processor and Member Bank.  

- Sub-merchant acknowledges and agrees that: (i) Sub-merchant’s receipt of Payments are transactions between Sub-merchant and the relevant Client who is a Client of Sub-merchant and not with Agree; (ii) Agree is a Payment Facilitator for Sub-merchant and is not a party to any transaction; and (iii) funds processed by Processor or its service providers (including any bank service providers) in connection with the processing of Payments are not deposit obligations and are not insured for Sub-merchant’s benefit by any governmental agency.

- Sub-merchant shall indemnify, defend, and hold harmless Agree, and its directors, officers, employees, affiliates and agents from and against all third party proceedings, claims, losses, damages, demands, liabilities and expenses whatsoever, including all reasonable legal and accounting fees and expenses and all reasonable collection costs, incurred by Agree, its directors, officers, employees, affiliates and agents to the extent resulting from or arising out of any actions or failure to act by Sub-merchant in connection with the Payment Services in this Agreement, Sub-merchant’s processing activities, the business of Sub-merchant, any sales transaction acquired by Processor or Member Bank, any noncompliance with the Operating Regulations (or any rules or regulations promulgated by or in conjunction with the Associations) by Sub-merchant, Agree, or their respective agents (including any Sub-merchant Supplier), any disputes between Sub-merchant its clients,  any Data Incident caused by the action or failure to act by Sub-merchant or a Sub-merchant Supplier, any infiltration, hack, breach, or violation  of the processing system of Sub-merchant, a Sub-merchant Supplier, or any other third party processor or system, or by reason of any breach or nonperformance by Sub-merchant or a Sub-merchant Supplier of any provision of this Agreement or the Terms of Use on the part of the Sub-merchant, or its employees, agents, Sub-merchant Suppliers or clients.  This indemnification shall survive the termination of this Agreement.

Definitions.

The following terms have the following meanings:

 “Applicable Laws” shall mean all applicable state, federal, and local laws, rules and regulations, including without limitation, the Bank Secrecy Act, the implementing regulations issued by the U.S. Treasury’s Office of Foreign Assets Control (OFAC) and the Federal Trade Commission, as well as any and all other federal and state anti-money laundering laws and regulations.   “Associations” shall mean, MasterCard, Visa, Discover and the Other Networks. “Bank Account” shall mean your bank account identified during your Enrollment Process or other documentation provided to Agree in order to set up the Payment Services.   “Cardholder” shall mean any person authorized to use a Card or the accounts established in connection with a Card. “Cards” shall mean MasterCard, VISA, Discover and Other Network cards, account numbers assigned to a Cardholder, or other forms of payment accepted by Processor, for which pricing is set forth on the website.   “Client” shall mean any Client of Sub-merchant who authorizes a payment to Sub-merchant, or who authorizes Sub-merchant to initiate a payment to the credit of Sub-merchant’s account, and for purposes hereof, “Client” shall include a Cardholder.   “Dynamic Payout” shall mean the process for funding Sub-merchant’s transactions, as more fully described in Appendix A.   “Enrollment” means the online enrollment process for creating an account to access the Payment Services required by Agree and completed and delivered by Sub-merchant as a prerequisite for participating in the Payment Services.   “Force Majeure Event” shall mean errors in data provided by Sub-merchant or others, labor disputes, fire, weather  or other casualty, power outages, and funding delays, however caused, governmental orders or regulations, or any other cause, whether similar or dissimilar to the foregoing, beyond Processor's, Member Bank’s, or Agree’s reasonable control. “Member Bank” means  a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement.  As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio banking corporation, located in Cincinnati, Ohio.  The Member Bank may be changed, and its rights and obligations assigned to another party by Processor at any time without notice to Agree or Sub-merchant.   “Operating Regulations” shall mean the by-laws, operating regulations and/or all other rules, guidelines, policies and procedures of VISA, MasterCard, Discover, and/or Other Networks, and all other applicable rules, regulations and requirements of Processor, Member Bank, Agrees, banks, institutions, organizations, associations, or networks which govern or affect any services provided under this Agreement, and all state and federal laws, rules and regulations which govern or otherwise affect the activities of Agree, including, but not limited to, those of the National Automated Clearing House Association (“NACHA”) and the Federal Trade Commission (“FTC”), as any or all of the foregoing may be amended and in effect from time to time.   “Other Network” shall mean any funds transfer network, including without limitation the network operated by NACHA, or card association other than VISA, MasterCard, or Discover that is identified in the Price Schedule or any subsequent amendment to this Agreement and in which Agree participates pursuant to the Processing Agreement.  “Payments” shall mean payments initiated by Clients using a Card or electronically by means of ACH transfer.   “Payment Facilitator” shall have the meaning given that term in the Operating Regulations.  “Payment Processing” shall mean the process and requirements for funding Sub-merchant’s Client’s sales transactions, as more fully described in Appendix A.  “PSP” shall mean Payment Service Provider, as defined in the Operating Regulations.   “Rules Summary” shall mean the Processor’s Bank Card Merchant Rules and Regulations, as amended from time to time, which are at all times consistent with the Operating Regulations.   “Payment Services” shall mean any and all services described in, and provided by Agree to Sub-merchant in support of Sub-merchant’s role as a merchant or PSP, as defined in the Operating Regulations.   “Sub-merchant Supplier” shall mean a third party other than Processor used by Sub-merchant or Agree in connection with the Payment Services received hereunder, including but not limited to, Sub-merchant’s software providers, equipment providers, and/or third party processors.   “Terms of Use” shall mean the User Terms and Conditions available on Agree’s website and agreed to by Sub-merchant as a condition to the use of the Payment Services.

APPENDIX A

Payment Processing

Sub-merchant agrees that it will take all steps necessary to assist Agree in complying with its obligations under the Payment Processing Agreement, the Operating Regulations and the Applicable Laws related to the settlement of sales transactions, including but not limited to filing of quarterly or other reports required under the Operating Regulations and the payment of assessments, chargebacks and fees in connection with transactions processed under this Agreement

Sub-merchant will establish and maintain its Bank Account with a financial institution for crediting of the payments and fees Sub-merchant charges its clients, and for debiting of any assessments, chargebacks and fees payable by Sub-merchant.  Sub-merchant authorizes Processor and Member Bank by means of Processor’s Dynamic Payout program to initiate and make funds transfers to and from the Bank Account to effect the transactions contemplated by this Agreement.  Dynamic Payout uses a special agency account for merchant settlement (the “Merchant Settlement Account”) that is owned by either Processor or Member Bank, in their mutual discretion.  Agree does not own or control the Merchant Settlement Account, and has no right, title or interest in or to the funds in the Merchant Settlement Account, or any funds in the possession of, in transit to or from Processor, Merchant Bank or any affiliate thereof.  Agree does not transmit money or monetary value.  Agree will maintain records of transactions initiated by Sub-merchant or its Clients, and will create and transmit funding instruction files to Processor or its designee in order for Processor to effect settlement of amounts due to Su-merchant and other sub-merchants of Agree.  Sub-merchant agrees to reimburse Agree, on demand, for any losses incurred as a result of transactions processed and funds transferred hereunder on Sub-merchant’s behalf.  Sub-merchant and Agree will mutually agree upon the provision of reporting and exchange of data as may be required by Agree to monitor and manage the activity relative to the transfers to Sub-merchant, including any transfers to and from the Bank Account.

While this Agreement is in effect and for no less than one year thereafter, Sub-merchant will maintain a positive balance in its Bank Account at all times sufficient to accommodate all funding required by this Agreement.  If at any time there is a net deficit arising out of the Sub-merchant’s transactions funded as described in paragraph B above, Agree shall give Sub-merchant written notice of such deficit and Sub-merchant shall have two (2) business days to cure such deficit, and Agree reserves the right to require that Sub-merchant maintain a minimum balance in the Bank Account in an amount to be reasonably determined by Agree.  Any fees, interest expenses or other expenses with respect to the Dynamic Payout funding services will be the sole responsibility of Sub-merchant and will be payable directly by Sub-merchant.  If Processor or Agree incurs any fees, interest expenses or other expenses with respect to funding any deficit in the net transfers to Sub-merchant, such amount shall be reimbursed by Sub-merchant, on demand by Agree, at Processor’s standard Cost of Funds rate on Processor’s Agree Price Schedule.

Processor has established a partitioned credit limit for eCheck activity.  Processor may limit Sub-merchant’s eCheck activity under this Agreement if necessary to maintain such limit. Will Agree be utilizing eCheck services?Sub-merchant acknowledges and agrees that Agree may at any time determine to restrict the amount or type of transactions Agree or Processor is willing to accept based on standards established and administered by Processor in its sole discretion.  Processor and/or Member Bank may reject any ACH entry (“Entry”) which does not comply with the requirements of this Agreement, the NACHA Operating Regulations, Applicable Law or Member Bank’s or Processor’s requirements and specifications.  Sub-merchant has no right to cancel or amend any Entry after its receipt by Processor or Member Bank.  Sub-merchant is responsible for payment for an Entry even if the Entry is erroneous or is a duplicate Entry and regardless of whether Sub-merchant was the source of the error or duplicate Entry.  Sub-merchant agrees not to initiate any Entry or other transaction in violation of Applicable Law.

The terms of this Appendix A does not modify Sub-merchant’s due diligence obligations, including, without limitation, Sub-merchant’s responsibility to satisfy all applicable anti-money laundering (AML) policies and procedures.    Sub-merchant will ensure that each Client authorizes Processor to initiate credit and debit ACH entries to the Client’s Bank Account.

The following terms concern funds transfers processed through the Federal Reserve’s Automated Clearing House (“ACH”) system only.  Capitalized terms have the meanings given them in the NACHA Operation Regulations.  Each time Sub-merchant transmits an ACH entry (an “Entry”) to Processor or Member Bank, Sub-merchant represents and warrants to Processor and Member Bank that:

- The Originator has authorized Sub-merchant to transmit Entries to Processor and Member Bank on behalf of Sub-merchant, in a manner that complies with the NACHA Operating Regulations, for processing and transmittal by Processor and Member Bank through the ACH system, which authorization has not been terminated and is in full force and effect, and Sub-merchant has agreed to make payment for any credit Entries originated and for any debit Entries returned by the Receiving Depository Financial Institution (“RDFI”);

- Sub-merchant agrees to be bound by the NACHA Operating Regulations and to not initiate transactions in violation of United States law, and agrees to assume the responsibilities and perform the obligations of an Originator under the NACHA Operating Regulations;Each Receiver of an Entry has authorized, in a manner that complies with the requirements of the Operating Regulations, Sub-merchant, or an agent of Sub-merchant, to initiate the ACH Entry, and no such authorization has been revoked;Sub-merchant has no knowledge of the revocation of the Receiver’s authorization or the termination of the agreement between the RDFI and the Receiver concerning the ACH Entry; andThe ACH Entry accurately reflects the entry data furnished to Sub-merchant and does not violate any agreement between the Originator and Sub-merchant.

Limitation on Liability

IN NO EVENT WILL AGREE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Agree, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in the City of Bend, Oregon and County of Deschutes. although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by Agree of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Agree to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, Terms of Service (if applicable), Payment Processing Agreement (if applicable), and any additional terms and conditions incorporated by reference pursuant to these agreements constitute the sole and entire agreement between you and Agree LLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Agree LLC.All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy [INSERT AS LINK TO COPYRIGHT POLICY] in the manner and by the means set forth therein.All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: help@agree.com