The term “TCH” refers to The Clearing House Payments Company L.L.C., whose registered office is located at 1114 Avenue of The Americas, 17th Floor, New York, New York 10036, or its affiliates including, without limitation, The Clearing House Association L.L.C. The terms “You” and “Your” refer to the individual using, and/or viewing, and/or accessing, and/or making purchases at or through, this website (the “Site”).
1. Acceptance of Terms
Your use of and access to (a) the Site; (b) any software, tools, data feeds, products, materials, information and services provided to You on, from, or through the Site, including without limitation Your shopping on the Site and your making purchases from, on or through the Site (collectively the “Service”); and (c) any content made available to You from, on or through the Site and/or Service, including without limitation text, documents, data, articles, graphics, photographs, sounds, music, videos, audiovisual combinations, other information or materials, and anything You purchase, made available to You from, on or through the Site and/or Service (collectively the “Content”) are subject to these Website Terms and Conditions of Use (“Agreement”). BY USING AND/OR VIEWING AND/OR ACCESSING THE SITE, SERVICE AND/OR CONTENT, AND/OR BY MAKING PURCHASES AT OR THROUGH THE SITE AND/OR SERVICE (collectively “Use” and “Using”), YOU ACCEPT THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT ENGAGE IN ANY USE.
2. Modifications to the Agreement
TCH may, in its sole discretion, modify or revise this Agreement at any time and You agree to be bound by such modifications and revisions. Each time modifications or revisions are made to this Agreement, a revised Agreement will be posted on the Site. If You continue Use following the posting of a revised Agreement, it will constitute Your acceptance of any such changes and of the revised Agreement. Please check the Site from time to time to view the most current version of the Agreement.
3. User Accounts
In order to access certain aspects of the Site, Service and Content, You will have to create a Site account (“Account”). When creating Your Account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your Account, and You must keep Your Account password secure. You must notify TCH immediately of any breach of security or unauthorized access or use of Your Account. Without limiting the generality of the foregoing, You will be held liable for any violation of this Agreement by anyone to whom You provide Your password or otherwise allow access to Your Account. TCH cannot and will not be liable for any loss or damage arising from Your failure to comply with the requirements of this Section 3. In addition to all other rights available to TCH, including but not limited to those set forth in this Agreement, TCH may, in its sole discretion, terminate Your Account, refuse service to You, and/or cancel Your purchases.
4. User Interaction
TCH may provide certain interactive features and/or other features pursuant to which You may submit or provide feedback or content to TCH during or in connection with Your Use. If TCH provides such features, Your submission or provision of feedback or content is subject to the following conditions:
(a) You are solely responsible for the feedback and content that You submit. You agree that all feedback and content you submit is accurate, and the use of such content will not violate this Agreement or cause injury to any person or entity.
(b) By submitting or providing feedback or content, You acknowledge and agree that TCH shall be under no obligation to maintain such feedback or content in confidence. Further, by submitting or providing feedback or content, you are granting to TCH (and those authorized by TCH) a limited, non-exclusive, transferable, royalty-free, perpetual, irrevocable, world-wide license to use, reproduce, distribute, adapt, display, publish, modify, create derivative works from, and translate such feedback and content for any educational, promotional, or other purpose, without any obligation to compensate You or any other third party in any way for any such use. You also grant TCH (and those authorized by TCH) the right, but not the obligation, to use the name that you submit with such feedback or content.
(c) You will not submit or provide any feedback or content that is unlawful, harassing, discriminatory, libelous, obscene, false, inflammatory, pornographic, or that infringes on the rights of any third party.
(d) You will only submit and provide feedback and content that is Yours or for which You have received permission to submit or provide from the person or entity that owns the feedback and content and the related intellectual property rights.
(e) You will not insert Your own or a third party’s advertising or promotional content into Your submission.
(f) You understand that TCH reserves the right, in its sole discretion, to edit or remove any feedback or content that does not comply with these conditions.
(g) You understand that TCH assumes no responsibility or liability arising from the submission or provision of Your feedback or content or for any error, defamation, libel, omission, obscenity, danger, or inaccuracy contained in any provided or submitted information or from any failure or delay in removing same or from your violation of the Children’s Online Privacy Protection Act.
(h) You will not introduce any software viruses, worms, or other programs designed to damage software, hardware, or telecommunications equipment.
(i) You agree that you will not collect information about the users of the Site or use such information for any purpose.
(j) You are not under the age of 13.
TCH reserves the right to monitor content and feedback provided by Site visitors in its sole discretion, and to edit or remove any content or feedback that, in TCH’s judgment, does not comply with the foregoing rules, or is otherwise objectionable, inappropriate, or inaccurate. TCH is not responsible for any user-generated content or feedback that is submitted or provided to the Site or for any failure or delay in removing such content or feedback.
5. Ownership; Limited License
5.1. Ownership. You hereby acknowledge and agree that: (a) the Site, Service and Content, and the selection and arrangement thereof, are protected under the copyright laws and other intellectual property laws of the United States and other countries; (b) TCH is and shall continue to be the sole and exclusive owner of the Site, Service and Content, and all TCH proprietary indicia (“TCH Marks”) used in association therewith (including all copyrights, database rights, industrial designs, patents, trade secrets, trademarks, and other intellectual property rights); and (c) the Site, Service and/or Content may contain proprietary indicia belonging to third parties, and that said third parties are and shall continue to be the sole and exclusive owners of their respective proprietary indicia (“Third Party Marks”). Nothing herein is intended to grant You any right, title, or interest in, or license to use, the Site, Service, Content, TCH Marks, or Third Party Marks except as expressly stated herein.
5.2. Limited License. Subject to the terms of this Agreement, TCH hereby grants You a limited, non-exclusive, non-sublicensable, non-transferrable, revocable license to Use the Site, Service and Content for Your personal, non-commercial use only. All rights not expressly granted to You herein are reserved by TCH.
6. Site Transactions
This Site may feature online shopping features. You must be 18 years of age or older to participate in such features. If You wish to make any purchases from, on or through the Site (each such purchase, a “Transaction”), You may be asked to provide certain information relating to Your Transaction, including, without limitation, Your name, Your credit card number, the expiration date of Your credit card, and Your billing address. By making any purchases from, on or through the Site and/or by supplying any such information, You represent and warrant that You are 18 years of age or older, and that You have the legal right to use any credit card or other payment method utilized in connection with such Transaction. By submitting such information on the Site, You grant TCH the right to provide such information to third parties to facilitate the Transactions You initiate. You agree to pay all charges that are incurred by You or on Your behalf through the Site, including, without limitation, any taxes applicable to Your Transactions. TCH may, in its sole discretion, refuse or cancel any of Your Transactions, regardless of whether the Transaction has been confirmed or Your credit card has been charged. If Your credit card has already been charged for the Transaction and Your Transaction is cancelled, TCH will issue a credit to Your credit card account in the amount of the charge.
Purchases from, on or through the Site may, in TCH’s discretion, be delivered to You electronically or by shipment or other means. For purchases that are delivered to You by shipment, the risk of loss for, and title to, the tangible copy of the item(s) You purchase shall pass to You upon TCH’s delivery of the item to the carrier.
7. Prohibitions and Restrictions; Public Search Engines
7.1. Prohibitions and Restrictions. You hereby acknowledge and agree that in Your Use, You will not:
(a) Engage in activity that is (i) in violation of this Agreement; (ii) in violation any applicable law, rule, regulation, or ordinance; (iii) harmful, threatening, abusive, harassing, tortious, offensive, obscene, defamatory, invasive of another’s privacy, hateful, fraudulent, or otherwise objectionable; or (iv) for any commercial purpose;
(b) Reproduce, distribute, transfer, sell, resell, modify, reverse engineer, create derivative works from, display, perform, or in any way exploit the Site, Service and/or Content, in whole or in part;
(c) Infringe, misappropriate, or violate any intellectual property or proprietary right of TCH or a third party;
(d) Utilize framing techniques to create an appearance that a visitor to Your website is visiting the Site, impersonate TCH, or otherwise misrepresent Your affiliation with TCH, if any;
(e) Circumvent, disable, or otherwise interfere with security-related features of the Site, Service and/or Content;
(f) Use the Site, Service and/or Content through interfaces other than those provided by TCH;
(g) Engage in activity that may interrupt, destroy, interfere with, or limit the functionality of the Site, Service and/or Content;
(h) Misrepresent Your identity, impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with any person or entity; or
(i) Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that sends more request messages to TCH’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.
7.2. Public Search Engines. Notwithstanding Section 7.1(h), TCH grants the operators of public search engines permission to use spiders to copy Content for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the Content, but not caches or archives of the Content. TCH reserves the right to revoke this exception either generally or in specific cases.
8. Interstate Data Transmissions
By accepting this Agreement and agreeing to be bound by it, You acknowledge and agree that Your Use results in interstate data transmissions because of TCH’s network architecture, business practices, and the manner in which electronic communications are processed.
9. International Use
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and Your Use. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.
You agree to indemnify and hold TCH and its officers, agents, employees, partners, and licensors harmless from and against any and all actions, claims, demands, damages, liabilities, costs, expenses, and losses (including all reasonable attorneys’ fees and costs associated therewith), brought by any third party arising out of or relating to (a) Your Use; (b) any misuse by You of the Site, Service, Content, and/or Third Party Marks; (c) Your connection to the Site; (d) Your breach of any representations, warranties, and/or obligations under this Agreement; (e) anything purchased by You from, on or through the Site and/or Service; and/or (f) Your violation of the rights of another.
11. Modifications to Site; Service; Content
TCH may, at any time, with or without notice, in TCH’s sole discretion: modify, refuse to make available, remove, suspend, or discontinue, temporarily or permanently, the Site, Services and/or Content (or any part thereof); charge fees in connection with Use; modify and/or waive any fees charged in connection with Use; and/or modify or delete the Site, Services and/or Content in whole or in part. You agree that TCH shall not be liable to You or to any third party for any such action or actions.
You agree that TCH may, under certain circumstances and without prior notice, immediately terminate Your Account and/or Use. Cause for such termination shall include, but not be limited to, (a) Your breach or violation of any representation, warranty, and/or obligation under this Agreement; (b) requests by law enforcement or other government agencies; (c) discontinuance of or material modification to the Site, Service and/or Content (or any part thereof); (d) unexpected technical or security issues or problems; (e) engagement by You in fraudulent or illegal activities; (f) a request by You; and/or (g) nonpayment of any fees owed by You in connection with Your Use. Termination includes (i) removal of all ability to Use; and (ii) barring of further Use. Further, You agree that all terminations shall be made in TCH’s sole discretion and that TCH shall not be liable to You or any third party for any termination.
13. Third Party Links
The Site, Service and/or Content may include, or third parties may provide, links (“Third Party Links”) to other Internet sites or resources (“Third Party Sites”). Because TCH has no control over Third Party Links or Sites, You acknowledge and agree that TCH is not responsible for Third Party Links or Sites or their availability, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from or through Third Party Links or Sites. You further acknowledge and agree that TCH shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your access of, use of or reliance on any such content, goods, or services available from or through any Third Party Links or Sites.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (a) YOUR USE IS AT YOUR SOLE RISK, AND THE SITE, SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; (b) TCH AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (i) EXPRESSLY DISCLAIM (X) ANY AND ALL LIABILITY OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES), AND (Y) ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), IN EACH SUCH CASE (X) AND (Y) WITH RESPECT TO YOUR USE; THE SITE, SERVICE AND/OR CONTENT; ANYTHING PURCHASED BY YOU FROM, ON OR THROUGH THE SITE AND/OR SERVICE; AND OTHERWISE, AND (ii) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT THE SITE, THE SERVICE, THE CONTENT, ANYTHING PURCHASED BY YOU FROM, ON OR THROUGH THE SITE AND/OR SERVICE, OR OTHER MATERIALS OBTAINED BY YOU FROM OR THROUGH THE SITE WILL (A) MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) BE ACCURATE, RELIABLE, COMPLETE OR CURRENT; OR (D) BE SENT OR DELIVERED FREE OF MALWARE OR OTHER HARMFUL COMPONENTS; AND (c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TCH OR THROUGH OR FROM THE SITE, SERVICE AND/OR CONTENT SHALL CREATE ANY LIABILITY OR WARRANTY.
15. Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF SECTION 14 OF THIS AGREEMENT ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL TCH, ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY AND/OR DEATH, DAMAGE TO TANGIBLE PROPERTY, AND DAMAGE TO INTANGIBLE PROPERTY (EVEN IF TCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
SOME JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES. ACCORDINGLY, SOME OF SECTIONS 14 AND/OR 15 MAY NOT APPLY TO YOU.
16. DMCA Notice
If You are a copyright owner or an agent thereof and believe that any content, information, or communication on the Site, or referred to or linked to from the Site, infringes upon Your copyrights, You may submit a written notice of infringement pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”). All notices of infringement should be sent to the Designated Agent of TCH identified below and should include the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that You claim has been infringed, (c) a description of where the material that You claim is infringing is located on the Site, or referred to or linked to from the Site, (d) Your address, telephone number, and e-mail address, (e) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
Notices of infringement should be directed to the following Designated Agent of TCH:
The Clearing House Payments Company L.L.C.
Attention: Legal Department
1114 Avenue of the Americas; 17th Floor
New York, New York 10036
If You submit a notice of infringement that knowingly materially misrepresents that any content, information, or communication on the Site, or referred to or linked to from the Site, is infringing upon a copyright, You may be held liable for damages and attorneys’ fees. If You believe that Your content, information, or communication has been removed from the Site due to an erroneous claim of infringement, You may have remedies available to You under the DMCA.
17. Electronic Communications
You agree to receive communications from TCH electronically. TCH will communicate with you by email and/or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that TCH provides to You electronically satisfy any legal requirements that such communications be in writing.
18. General Provisions
18.1. Entire Agreement. The Agreement constitutes the entire agreement between You and TCH regarding Your Use, superseding any prior agreements between You and TCH with respect thereto. You also may be subject to additional terms and conditions that may apply to other TCH, TCH affiliate and/or third party products and/or services.
18.2. Choice of Law; Jurisdiction; Venue. The Agreement and the relationship between You and TCH shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding its conflict of law provisions. Any legal action brought under or in connection with the subject matter of this Agreement shall be brought only in the United States District Court for the Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Manhattan, City of New York. You and TCH submit to the exclusive jurisdiction of these courts and agree not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum. You and TCH hereby waive any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement in the U.S. District Court for the Southern District of New York or the New York State courts sitting in the Borough of Manhattan, City of New York, and agree not to plead or claim in such courts that any such action has been brought in an inconvenient forum.
18.3. Waiver. The failure of TCH to exercise or enforce any right or provision of this Agreement or breach of this Agreement by You shall not constitute a waiver of such right or provision.
18.4. Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the intent of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.
18.5. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by You arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
18.6. Section Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.
18.7. No Third-Party Beneficiaries. This Agreement is not enforceable by or for the benefit of any third-party.
Effective as of November 19, 2013 (as modified March 29, 2016).