TERMS AND CONDITIONS
1. Description of Services
The eBusiness based Merchant hoasting, electronic billing and payment service
provided by Coastal Digital Services (CDS) which allows Clients to sell access
to their products and services over the internet.
2. Definitions:
The following terms are defined for use in this Agreement:
"Agreement" means this Service Agreement .
"Authorized Agent" means an individual duly authorized by the Client to bind the Client and to act as the primary representative of the Client in order to make changes to the Client's account.
"Client" means the individual or business entity that agrees to these terms and conditions and intends to sell access to its services.
"Customer" means any person desiring to purchase access to the Client's services
"Customer Charge" means the amount to be charged to the Customer's account for the purchase of access.
"Charge Back" or "Revoke" means a Customer Charge which the credit card service company, or Customer's bank or telephone services provider and CDS identify as being invalid or non-collectible after initial acceptance on account of fraud, lost, canceled, unissued, invalid account identification, an unresolved customer complaint, or other cause which results in the deduction of the Customer Charge from moneys otherwise payable
"Proof of Purchase" means an authentication provided to Customer for use as an access device to Client's services.
"Reserve" means funds withheld from client sales in order to cover Charge Backs, Revokes and refunds.
"Service" means electronic billing and payment services and any related products and services.
"Software" means Software and related documentation provided to Client in connection with the Service.
"Total Revenue" means Client's revenues for the applicable service (Credit Card) after the deduction of any Charge Backs or refunds, but before the deduction of applicable Reserve, Service Fees, and any other charges or obligations.
3. Fees and Services:
Fees for Credit Card Services. Service fees for credit card billing and payment
services are a percentage of the purchase price
.
4. Payment:
Client sales will be processed in 3 business days. Company will deliver its product
to Client at time of verification or as promptly after these dates as is practicable.
5. Spam:
"Spam" generally involves the sending of unsolicited commercial e-mail. While
CDS cannot monitor the manner in which clients advertise, upon receipt of a
complaint, CDS shall notice the Client. Upon the second complaint of Spam sent
to the same recipient, CDS reserves the right to suspend the Client's account,
until such time as CDS receives assurances that the Client shall refrain from
engaging in Spam.
7. Discount Programs:
Clients participating in Discount programs agree that they understand the manner
in which the system works. The Client agrees that CDS is in no way guaranteeing
increased revenues, longer retention, nor any other additional economic benefits,
but merely providing an additional service that may or may not help Client's
business. Client understands and acknowledges that once there are subscribers
to Clients Discount programs, such subscriber payment schedules cannot be changed.
CDS shall not be responsible for any errors in selecting pricing schedules,
the only available remedy is to cancel the subscriber.
8. End User Information:
Client understands that any information accepted by CDS from end users is the
property of CDS, and shall remain the property of CDS upon cancellation of this
Agreement.
9. Transaction Limits:
CDS may impose limits on the amount or number of purchases which may be charged
to an individual credit card account during any time period, or refuse to accept
orders from Customers with a prior history of questionable charges. CDS may
impose transaction limits on Client either temporarily or permanently which
are more restrictive than limits placed on other clients in order to reduce
CDS's reasonable apprehension of risk of loss under varying circumstances. CDS
is in no way responsible for any losses sustained by Client, including claims
for lost profits, on account of the imposition of transaction limits for any
reason.
10. Refund Policy:
CDS will use commercially reasonable efforts to direct inquiring and complaining
Customers to utilize the customer support services offered by Client in order
to resolve all disputes and complaints, however, CDS reserves the right to issue
a refund without the knowledge or consent of Client in any case that it deems
appropriate.
11. Customer Support:
Client shall at all times have the ability to respond to inquiries from its
Customers promptly and shall endeavor to resolve disputes with Customers amicably.
The occurrence of complaints from Customers and/or inquiries or Charge Backs
regarding Client's services may be cause for termination of this Agreement if
such events occur with unacceptable frequency as determined in the sole discretion
of CDS. In addition, CDS reserves the right to charge Client reasonable fees
and recover its expenses on account of excessive customer inquiries, refunds,
or Charge Backs. Prior to imposing such fees and attempting to recover its costs,
CDS shall notify Client of the details and nature of the problems and attempt
to find mutually acceptable solutions. If CDS and Client are unable to achieve
mutually acceptable solutions, Client shall have the option of continuing this
Agreement subject to the additional fees and costs imposed by CDS or of terminating
this Agreement.
12. Passwords:
Client is wholly responsible for maintaining the confidentiality of Client's
password and account and for any and all activities that occur under Client's
account. There will be an administrative fee of $10.00 should Client forget,
lose, or otherwise not be able to present password to CDS.
13. Proofs of Purchase:
Client shall accept CDS's Proofs of Purchase only as payment for access to its
services. Client may not accept Proofs of Purchase as payment for the sale or
use of goods or property of any kind under this Agreement.
14. Regulation Authorization, Client Representations:
Client represents and warrants that it is legally authorized and has obtained
all necessary regulatory approvals and certificates to provide any services
it intends to offer. Client further represents and warrants that it will comply
at all times with all applicable federal, state/provincial, or local laws, rules
and regulations including any applicable card association or Automated Clearing
House rules.
Client is fully responsible for the content of its Web site and for the advertising and promotion of all of Client's products or offerings. Client represents and warrants to CDS that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Client to Customers, or which is used by Client in its advertising and promotion to Customers. The Client agrees to accept any valid Proof Purchase provided by CDS as payment for access to the Client's services.
15. Confidentiality, Intellectual Property.
CDS's services and all information and documentation relating thereto shall
be held in confidence by Client and may not be used by Client (other than for
the furtherance of the purposes of the Agreement) nor disclosed to third parties
without CDS's prior written consent. This includes the discovery of any errors
or omissions in the services. The terms and conditions of this Agreement may
not be disclosed or made available by either party hereto to third parties without
the prior written consent of the other party. Notwithstanding anything in this
Agreement to the contrary, either party may disclose to third parties the fact
that Client is using CDS's services. Client recognizes that the services and
documentation are and contain the valuable, confidential and trade secret information
of CDS.
16. Taxes:
The Client is fully responsible for and agrees to pay all taxes and other charges
imposed by any government authority on the services provided under this Agreement
and on any transactions processed pursuant to this Agreement.
17. Limitations of Liability:
CDS ASSUMES NO LIABILITY FOR DISRUPTIONS OR IMPROPER OPERATION OF THE SERVICE
FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, VANDALISM, THEFT, PHONE SERVICE
OUTAGES, INTERNET DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER
CAUSES IN THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. IBILL SHALL NOT BE RESPONSIBLE
FOR CONSEQUENTIAL DAMAGES OR PUNITIVE OR EXEMPLARY DAMAGES UNDER ANY CIRCUMSTANCES.
IN NO CASE SHALL CLIENT BE ENTITLED TO RECOVER DAMAGES FROM IBILL WHICH EXCEED
THE SUM OF THE AMOUNTS OF FEES RETAINED BY IBILL UNDER THIS AGREEMENT DURING
THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
18. Disclaimer of Warranties:
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, CDS MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO ANY CDS SERVICES, RELATED PRODUCTS, SOFTWARE OR DOCUMENTATION.
CDS SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
19. Indemnification:
Client agrees to indemnify and hold harmless CDS, its employees, officers, agents,
and directors from any and all fines, penalties, losses, claims, expenses (including
attorney fees), or other liabilities resulting from or in connection with this
Agreement. CDS assumes no liability of Client for failure to comply with this
Agreement and any results caused by the acts, omissions or negligence of Client,
sub-contractor or an agent of Client or an employee of any one to them, including,
but not limited to, claims of third parties arising out of or resulting from
or in connection with Client's products or services, messages, programs, caller
contracts, promotions, advertising, infringement or any claim for libel or slander
or for violation of copyright, trademark or other intellectual property rights.
20. Term:
The term of this Service Agreement shall be for 12 months beginning upon execution
of this document by Client and subsequent acceptance by CDS, and shall automatically
renew at the end of each consecutive 12 month period unless CDS receives written
notice of non-renewal from Client no less than 30 days prior to the expiration
of such 12 month period. CDS reserves the right to terminate this Agreement
without cause upon 30 days prior notification to Client. CDS may further terminate
this Agreement immediately without notice at any time Client breaches any part
of this Agreement. Upon termination, notice of non-renewal or cancellation of
this Agreement payment shall be made in accordance with the Section entitled
"Payment", above.
21. Default:
In the event Client defaults in any provision or fails to perform pursuant to
this Agreement, CDS shall be entitled to damages, costs and attorney's fees
from the Client.
22. Invalid or Non-enforceable Provisions:
The invalidity or non-enforceability of any provision of this Agreement, as
so determined by a court of competent jurisdiction, shall not affect the other
provisions hereof, and in any such occasion this Agreement shall be construed
in all respects as if such invalid or non-enforceable provision were omitted.
23. Account Claims and Disputes:
If another person or entity makes a claim against funds in Client's account,
or if CDS has reason to believe there is or may be a dispute over matters such
as ownership of the account or the authority to receive payment, or make changes
to the account, CDS may, in its sole discretion, (1) continue to rely upon current
CDS documents; (2) honor the competing claim upon receipt of evidence CDS deem
satisfactory to justify such claim; (3) freeze all or part of the funds until
the dispute is resolved to CDS's satisfaction; or (4) pay the funds to an appropriate
court of law for resolution.
24. Choice of Law/Venue:
This Agreement shall be construed and enforced in accordance with the laws of
the State of Massachusetts and the venue for any action, dispute or proceeding
with respect to this Agreement
25. Amendments and Modifications:
No Amendment or modification of this Agreement shall be valid unless same is
in writing and signed by all parties hereto. CDS may amend this Agreement to
take into account changes in law or regulations or industry mandates and to
accommodate changes imposed on CDS, and to make other changes deemed necessary
by CDS, provided that such changes do not materially alter the ongoing obligations
of the parties, by sending Client a specimen of the changed Agreement, or making
a specimen of the changed agreement available upon a web page located on the
internet. Unless Client rejects the changed Agreement and terminates this Agreement
by notice to CDS in writing within fifteen (15) days after CDS sends the changed
Agreement, or makes said changed agreement available on the internet, the changed
Agreement shall replace this Agreement and be in full force and effect.
26. Notices Any and all notices to CDS, or other communications under or with respect to this Agreement to CDS, shall be in writing, and shall be delivered by hand; mailed postage pre-paid, either by registered or certified mail, return receipt requested; or by overnight courier to the following address:
Coastal Digital Services
#597 Whitting St. Accord MA, 02018-0597
27. Survival of Obligations:
The rights and obligations of the parties hereunder which by their nature would
continue beyond the termination or cancellation of this Agreement (including,
without limitation, those relating to confidentiality, payment of charges and
limitations of liability) shall survive any termination or cancellation of this
Agreement.
28. Survival of Claims:
Any claim arising out of or related to this Agreement must be brought no later
than one (1) year after it has accrued.
29. Transfer and Assignment:
Client may not sell, assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of CDS (which consent may not
be unreasonably withheld).
30. Authorization; Entire Agreement:
The persons signing or otherwise accepting this Agreement on behalf of the Client
represent and warrant that they have the authority to enter into this Agreement
on behalf of the Client. This Agreement contains the entire agreement of the
parties and supercedes any other agreements (written or oral), instruments or
writings as to its subject matter.
31. Acceptance:
By clicking "I Agree", "I Accept"; or by closing this browser window; or by
submitting payment information through the Service; or by accessing any portion
of the CDS web-site, or signing this Agreement, Client agrees that Client has
read, understands, and agrees to abide by this Agreement, and any documents
incorporated by reference, and Client agrees that Client intends to form a legally
binding contract; and that this Agreement constitutes "a writing signed by Client"
under any applicable law or regulation. Any rights not expressly granted herein
are reserved by Coastal Digital Services.