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General Terms of Service

Last updated March 1, 2024

These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective customer of eEndorsements’s services (“you,” “your”) and eEndorsements LLC, (”eEndorsements,” “we,” “our” or “us”) and govern your use of eEndorsements’s services, including mobile applications, websites, software, cloud-based solutions, hardware, and other products and services in the United States of America (collectively, the “Services”). By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Policy.  You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these Terms, and that business accepts these Terms. You should read all of our Terms carefully.

eEndorsements Messaging Services: These terms apply when using eEndorsements Messaging Services to the public..

eEndorsements Payment Services: These terms apply if you are accepting payments through the eEndorsements platform.

HIPAA Business Associate Agreement: If you are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and use the Services in a manner that causes us to create, receive, maintain, or transmit Protected Health Information on your behalf, then you agree to the HIPAA Business Associate Agreement (“HIPAA BAA”). 


1. eEndorsements Account Registration

You must open an account with us (a “eEndorsements Account”) to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your eEndorsements Account, including for any actions taken by persons to whom you have granted access to the eEndorsements Account. We reserve the right to change the account type, suspend or terminate the eEndorsements Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

2. Revisions, Disclosures and Notices

We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.

You agree to receive electronic delivery of communications. We may provide disclosures and notices required by law and other information about your eEndorsements Account to you electronically.  Under this Consent, eEndorsements may provide all Communications electronically by email, by text message, or by making them accessible via eEndorsements websites or applications. Communications include, but are not limited to, (1) agreements and policies required to use the Services (e.g. this Consent, the eEndorsements Privacy Notice (2) payment authorizations and transaction receipts or confirmations, (3) account statements and history, (4) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact eEndorsements Support. If we are not able to support your request, you may need to terminate your eEndorsements Account.

3. Restrictions

Except where prohibited by law, you may not, nor may you permit any third party, directly or indirectly, to access or monitor any material or information on any eEndorsements system using any manual process or robot, spider, scraper, or other automated means; except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services; perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from eEndorsements; use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; transfer any rights granted to you under these General Terms;use the Services for any illegal activity or goods or in any way that exposes you, other eEndorsements users, our partners, or eEndorsements to harm; or otherwise use the Services except as expressly allowed under these Terms.

If we reasonably suspect that your eEndorsements Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your eEndorsements Account, and any of your transactions with law enforcement.

4. Compatible Mobile Devices and Third Party Carriers

We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”

5. Your Content

The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).

You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your eEndorsements Account or by terminating your eEndorsements Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with eEndorsements’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose eEndorsements, its affiliates or its customers or other persons to harm or liability of any nature.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. eEndorsements may also monitor such Content to detect and prevent fraudulent activity or violations of eEndorsements’s General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

  1. Copyright and Trademark Infringement

If you believe that third-party material hosted by eEndorsements on any of our platforms, infringes your copyright or trademark rights, please file a notice of infringement to eEndorsements. Please read this entire document before submitting a notice.

Copyright/Trademark Infringement Notice – Framework and Requirements

The Digital Millennium Copyright Act (“DMCA”) requires hosting providers to remove or disable access to potentially infringing content upon receipt of a notice that meets certain requirements. For content hosted by eEndorsements, eEndorsements’s policy is to comply with notices alleging copyright infringement pursuant to the DMCA. Section 512 of the DMCA outlines the requirements for reporting a copyright violation for copyright owners, as well as requirements for submitting a counter-notification by an affected party. eEndorsements applies a similar framework to allegations of trademark infringement.

We send a copy of each notice we receive to the alleged infringer, if applicable.

To submit a notice alleging trademark or copyright infringement, you need to provide us with the following information:

  • An electronic or physical signature (typing a full name in the reporting form or an email will be sufficient) of the copyright or trademark owner or a person authorized to act on behalf of the owner;
  • A description of the material that you claim has been infringed: a. For copyright, please identify and describe the copyrighted work, and provide a URL where we can see an example of the copyrighted work; b. For trademark rights, include the basis for your claim, such as a national or community trademark registration and any applicable registration number, the country or jurisdiction, and the description of goods and/or services for which you claim rights;
  • Identification of the claimed infringing material, including the URL(s)of such material on eEndorsements’s applications, websites, or services;
  • Contact information, including the name of the owner of the copyright or trademark at issue and your name, title, address, telephone number, and email address;
  • A statement that you have a good faith belief that the claimed infringing material is not authorized by the copyright or trademark owner, its agent, or the law; and
  • A statement made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright or trademark owner or are authorized to act on behalf of the owner.

Submitting a Copyright/Trademark Infringement Notice

If you believe that third-party material hosted by, posted on, or accessible through eEndorsements’s applications infringes your copyright or trademark rights, please send a notice of infringement to eEndorsements.

By submitting the infringement notice, you acknowledge and agree that eEndorsements or its designated agent may forward the information you provide in your notice to the person responsible for the allegedly infringing material.

Copyright laws of the United States require you to consider copyright defenses, limitations, or exceptions, such as the fair use doctrine, before sending a notice. If you are not sure whether the material infringes your copyright or whether the fair use doctrine applies, we suggest you contact an attorney. Please be aware that under 17 U.S.C. (s) 512(f) of the DMCA, you may be liable for any damages, including costs and attorneys’ fees incurred by us or our merchants, if you knowingly and materially misrepresent that an activity or material is infringing.

Submitting a Counter-Notice to Challenge a Copyright/Trademark Infringement Notice

If your material has been removed or disabled as a result of an infringement notice and you believe that your material is not infringing, or that you have the authorization or right to post and use that material from the copyright or trademark owner, that owner’s agent, or pursuant to law, you may send a counter-notice to eEndorsements.  The counter-notice must include:

  • Your physical or electronic signature;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
  • Your name, address, and telephone number; and
  • A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which eEndorsements may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.

eEndorsements or its designated agent will forward your counter-notice to the party who submitted the infringement notice. If the copyright or trademark owner does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled material within ten business days of receiving the counter-notice from eEndorsements, then eEndorsements may reinstate the removed or disabled material.

Right of Publicity and Personal Likeness Infringement Policy

If you believe that content hosted by, posted on, or accessible through eEndorsements uses your name, voice, signature, image or likeness, or that of your minor child, without your permission and in violation of a legally recognized right of publicity, we encourage you first to contact the user directly about your concerns. If that does not resolve your concerns, you may contact eEndorsements.

Repeat Infringer Policy

eEndorsements’s policy is to suspend or terminate the accounts of repeat infringers. The manner in which we apply that policy may depend on relevant aggravating or mitigating circumstances, if any, but generally we will terminate an account if it is the subject of three valid infringement notices.

eEndorsements’s Trademarks, Logos and Brands Restrictions on Use

We must be mindful of our brand identity, our reputation, and the goodwill developed under our trademarks, logos, product designs, trade dresses, user interfaces, and other assets. That means that we must ensure that these assets are used only with our permission. For example, only eEndorsements (and its affiliated companies) and its authorized licensees may use the eEndorsements Logo in advertising, promotional, and sales materials. Licensees may use eEndorsements assets only as specified in their agreement with eEndorsements and pursuant to applicable guidelines. Developers and businesses that use eEndorsements on their websites may use specific eEndorsements trademark assets.

If you have any questions, or if you see our trademarks being misused, please contact eEndorsements.

7. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or eEndorsements Account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with eEndorsements and provide all information requested by eEndorsements to remediate the breach. Any assistance provided by eEndorsements in relation to a security breach does not in any way operate as acceptance or acknowledgement that eEndorsements is in any way responsible or liable to you or any other party in connection with such breach.

Notwithstanding Sections 21 and 22, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any eEndorsements Account subject to dispute) will be final and binding on all parties.

8. Privacy

Your Personal Information By using any of our Services as a eEndorsements seller, you acknowledge our data practices that apply to you, as set out in the eEndorsements Privacy Notice (the “Privacy Notice”). The Privacy Notice explains how eEndorsements collects, uses and protects the personal information you provide to us where eEndorsements makes use of your personal data to provide you with the Services or for its own purposes. You are required to familiarize yourself with the Privacy Notice prior to using the Services.

Your Customers’ and Employees’ Personal Information eEndorsements will process certain of your customers’ or employees’ personal data on behalf of your business as a service provider (“data processor”). In such circumstances, you agree that you will comply with the data protection laws applicable to you and will provide data subjects with information on the processing of their personal information which satisfies the transparency requirements of such data protection laws and which ensures that personal data may be processed fairly, lawfully and in a transparent manner. If you or your business are located in California, Colorado, Connecticut, Utah, or Virginia, please see Section 28.

9. Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you sign-up for a eEndorsements account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.

You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from eEndorsements by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.

We also provide Services that allow you to send short message service (SMS) messages to your customers (the “Seller-Initiated SMS Services”). You will only use the Seller-Initiated SMS Services in compliance with these Terms and all other applicable laws and regulations of the jurisdiction from which you send messages and in which your messages are received.

10. Paid Services

eEndorsements’s Services include both subscription and transactional services. Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable Taxes (as defined below) (“Subscription Fee”). Transactional Services may subject you to fees charged per usage and/or terms, including transaction volume. By using a Transactional Service, you agree to pay the fees and any Taxes incurred at the time of usage.

In general, fees may be paid by debit card or credit card. If you link a debit or credit card to your account, you authorize us to collect such Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device or method, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the Balance (as defined in the Payment Terms) in your eEndorsements Account or your linked bank account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the first day of your billing period until canceled. You may cancel a Subscription Service at any time from your eEndorsements Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

11. Taxes

For purposes of these Terms, “Tax” and “Taxes” include any and all present or future taxes, charges, fees, levies or other assessments, including, without limitation, income, telecommunications, value-added, goods and services tax or similar taxes, stamp tax or duty, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, severance, environmental, license, net worth, payroll, employment, franchise, transfer and recording taxes, fees and charges, imposed by any domestic or foreign Taxing authority, including any penalties, interest or additions to tax (collectively, “Taxes”).

Unless otherwise expressly stated, all Paid Services Fees are exclusive of any Taxes. You are responsible and liable for identifying and calculating any and all Taxes required to be assessed, incurred, collected, paid or withheld for your use of the Services. Unless otherwise expressly stated, You also are responsible and liable for (a) determining whether Taxes apply to your sale of products and services, payments received, bill payments make or received, and/or any other transactions arising from or out of your use of the Services, and (b) registering with Tax authorities in jurisdictions where you are required to do so by applicable law, and (c) calculating, collecting, reporting, paying, and/or remitting any such applicable Taxes to the appropriate Tax and revenue authority. eEndorsements specifically disclaims any liability for such Taxes and you agree to fully indemnify, defend, and hold eEndorsements harmless against any such Taxes and any other related expenses or costs. Notwithstanding anything in these Terms to the contrary, You agree that we are not a marketplace, marketplace facilitator, marketplace provider, or similar construct under any applicable law relating to sales, use, or similar taxes, nor do the Services hereunder provide a marketplace or similar construct, and You agree to not take any tax position to the contrary, including on any tax return, tax filing, in any tax audit or examination or otherwise.

Notwithstanding the foregoing, eEndorsements may charge applicable Taxes on Services, as required by law, which you agree to pay, unless you provide eEndorsements with timely appropriate, complete, and accurate information and documentation satisfying the legal and Tax requirements of the relevant governmental or Tax authority to establish that the otherwise applicable Tax is not required to be charged by eEndorsements. You agree to fully indemnify, defend and hold eEndorsements harmless against any Tax imposed by a Tax authority for failure to apply correct Taxes if such failure is a result of your failure to provide eEndorsements with the correct evidence to support your exemption from such Taxes, as applicable.

eEndorsements may be obligated under applicable laws to report certain information to tax and revenue authorities (“Tax Information”) and/or you with respect to your use of the Services. Upon request, you shall provide eEndorsements with the necessary information to complete any applicable Tax Information reporting and recertify such information from time to time, as may be required by applicable law, or otherwise in connection with any Tax audit or examination. If you use our Services you acknowledge that we will report to the applicable Tax and revenue authorities the required Tax Information (including the total number and amount of payments you received during the relevant reporting period). We also may, but are not obligated to, send to you the Tax Information reported.

If applicable, eEndorsements shall be entitled to deduct from any payments to you the amount of any applicable withholding Taxes with respect to amounts payable, or any other Taxes, in each case required to be withheld by eEndorsements to the extent that eEndorsements remits to the appropriate Tax authority on your behalf such Taxes. Any amounts so deducted or withheld shall be treated as having been paid for all purposes of these Terms and eEndorsements will not be obliged to increase or gross-up any payment on account of any withholding of Tax.

You acknowledge and agree that eEndorsements is not providing any Tax advice and nothing eEndorsements says or provides to you should be interpreted as such. For any Tax-related inquiries in connection with the Services or these Terms, you should consult your own Tax or legal advisor.

12. Modification and Termination

We may terminate these General Terms or any Additional Terms, or suspend or terminate your eEndorsements Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your eEndorsements Account. You may also terminate the General Terms and Additional Terms applicable to your eEndorsements Account by deactivating your eEndorsements Account at any time.

13. Effect of Termination

If these General Terms or your eEndorsements Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use of all Services, (c) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Copyright and Trademark Infringement), 7 (Security), 8 (Privacy), 13 (Effect of Termination), 15 (Ownership), 16 (Indemnity), 17 (Representations and Warranties), 18 (No Warranties), 19 (Limitation of Liability and Damages), 20 (Third Party Products), 21 (Disputes), 22 (Binding Individual Arbitration), 23 (Governing Law), 24 (Limitation on Time to Initiate a Dispute), 25 (Assignment), 26 (Third Party Service and Links to Other Web Sites), and 29 (Other Provisions).

14. Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Paid Services, and a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Free Services as authorized in these General Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.

15. Ownership

We reserve all rights not expressly granted to you in these General Terms. The Services are protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit feedback, comments or ideas about the Services (“Ideas”). Submitting Ideas is entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to you.

16. Indemnity

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country or any inaccuracy in any Tax Information provided hereunder; (e) any third-party claims made by your Buyer regarding eEndorsements’s processing of your customer/Buyer’s Personal Information in connection with providing you with the Services; and (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code; and (g) any transaction, purchase, good or service in respect of which eEndorsements provides, or provided, you with payment processing services in accordance with the Terms.

17. Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are located in the United States; (c) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (d) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (f) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (g) your use of the Services will be in compliance with these Terms.

18. No Warranties

The services are provided “as is” without representation or warranty, whether it is express, implied, or statutory. without limiting the foregoing, eEndorsements specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. eEndorsements does not warrant, represent or guarantee in any way that the services are accurate, reliable or correct; that the services will meet your requirements; that the services will be available at any particular time or location, uninterrupted, error-free, without defect or secure; that any defects or errors in the services will be corrected; or that the services are free of viruses or other harmful components or fit for any particular purpose.

eEndorsements does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party. eEndorsements does not have control of, or liability for, goods or services that are paid for using the Services.

19. Limitations of Liability and Damages

To the maximum extent permitted by applicable law, in no event will eEndorsements be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, inability to use, or unavailability of the service. In all cases, eEndorsements will not be liable for any loss or damage that is not reasonably foreseeable.

under no circumstances will eEndorsements be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your eEndorsements account, or the information contained therein.

to the maximum extent permitted by applicable law, the total liability of eEndorsements is limited to the greater of (a) the amount of fees earned by us in connection with your use of the services during the three (3) month period immediately preceding the event giving rise to the claim for liability, or (b) $500.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if eEndorsements has been advised of the possibility of such damage. the foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction

20. Third Party Products

All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. eEndorsements MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

21. Disputes

“Disputes” are defined as any claim, controversy, or dispute between you and eEndorsements, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or eEndorsements that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

22. Binding Individual Arbitration

General.
You and eEndorsements agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be individually arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, MASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST eEndorsements. Nothing in this agreement prevents you or eEndorsements from settling Disputes on a class, representative, or consolidated basis. If any term of this arbitration agreement in Section 21 is found unenforceable, including the Bellwether Arbitration procedures described below, the unenforceable term will be severed, and the remaining terms will be enforced (but in no case will there be a class action, consolidated action, mass action or representative action arbitration).

Pre-Filing Requirement to Attempt to Resolve Disputes.
Before an arbitration is commenced, you and eEndorsements agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration, proceeding in small claims court, or lawsuit (when permitted by this arbitration agreement), each party agrees to send to the other party a written Notice (“Notice”) and personally meet and confer to informally resolve any Dispute. Any Notice to eEndorsements should be sent by email to support@eendorsements.com.  Any Notice sent to you will be mailed to the address on file for your account. The Notice must: (i) include your name, mailing address, eEndorsements Account Name, the email address and phone number associated with your account, and; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; (iii) set forth the specific relief sought, including an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages; and (iv) be personally signed by you or eEndorsements, as applicable. A Notice is only valid when it pertains to, and is on behalf of, an individual party. A Notice brought on behalf of multiple parties is invalid as to all. Both parties agree that they will attempt to resolve a Dispute through an informal negotiation within sixty (60) days from the date the Notice is received, and you and eEndorsements therefore agree that, before either you or eEndorsements demands or attempts to commence arbitration or litigation (where permitted) against the other, both parties will personally meet and confer, via telephone or videoconference, with each other in a good-faith effort to resolve informally any Dispute. These informal resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration or litigation (where permitted); multiple parties initiating claims cannot participate in the same informal resolution conference, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. Engaging in an informal resolution conference is a requirement that must be fulfilled before commencing arbitration or litigation (where permitted). Any statute of limitations shall be tolled while the parties engage in the informal resolution process required by this paragraph.

After that sixty (60) day period and not before, and after the informal resolution conference has occurred and not before, either party may elect, in a written Notice to the other party as described above, that it will pursue the matter either through small claims court or arbitration. The party receiving the notice shall then have seven (7) days to respond, including to elect for the case to be heard by a small claims court with jurisdiction. After that seven (7) day period and not before, either party may commence arbitration if not proceeding in small claims court with jurisdiction. You agree that compliance with the informal resolution process described above is a condition precedent to commencing arbitration or filing a claim in small claims court. A party’s failure to satisfy this condition precedent entitles the opposing party to seek immediate dismissal of the arbitration or litigation (where permitted) and the right to seek reimbursement for its costs. If either party elects small claims court, the Dispute will be resolved in that forum and not through arbitration. Each party agrees that state courts in the City of McKinney, Texas, Collin County Texas, or federal court for the Eastern District of Texas, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph. Each party also agrees that state courts in the City of McKinney, Texas, Collin County Texas, or federal court for the Eastern District of Texas may address whether a claim filed in small claims court or in arbitration has been previously released.

Scope of Arbitration.
If we and you are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by National Arbitration and Mediation (“NAM”) (https://www.namadr.org) according to the NAM Comprehensive Rules and Procedures (the “NAM Rules”), and this Section. In the event NAM is unavailable to administer the arbitration, either party may invoke 9 U.S.C. § 5 to request that a court appoint the Arbitrator. Except as set forth above, and for Disputes subject to jurisdiction in small claims court, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Small Claims Court.
Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the arbitration provider but before an Arbitrator has been selected, and the claim is subject to the jurisdiction of the filing party’s local small claims court, the other party can send a written notice to the opposing party and the arbitration provider requesting that the Dispute be decided in small claims court. Upon receipt of such notice, and if all outstanding arbitration service fees have been paid, the arbitration provider shall then administratively close the case. respondent.

Arbitration Procedures.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. So long as it is consistent with the NAM Rules, the arbitration shall occur through the submission of documents to one Arbitrator. To the extent the Arbitrator determines that hearing is required, the arbitration shall be conducted remotely by telephone or video conference. To the extent that the Arbitrator determines that an in-person hearing is required, the arbitration hearing will take place as close to your hometown as practicable. You and eEndorsements will have the right to file early or summary dispositive motions. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. eEndorsements values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an Arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect with respect to disputes involving other parties.

Bellwether Arbitration Procedures.
You and eEndorsements agree that if twenty-five (25) or more similar individual arbitration demands are brought against you or us by or with the assistance of the same or coordinated counsel or entities (“Mass Proceeding”), the parties shall select twelve (12) individual arbitration demands (six (6) per side) for arbitration to proceed (“Bellwether Arbitrations”). The determination of whether or not a demand/demands is/are part of a “Mass Proceeding” is in the arbitration provider’s sole discretion; however, either party can request the appointment of a Procedural Arbitrator (as described below) if they do not agree with the arbitration provider’s determination.

While the Bellwether Arbitrations are adjudicated, all other demands for arbitration that are part of the Mass Proceeding shall be held in abeyance and stayed, and no party shall be responsible for paying any administrator or arbitrator fees (other than the arbitration provider’s initial filing/administrative fees, and Procedural Arbitrator fees, if applicable) while the Bellwether Arbitrations are adjudicated. Any applicable statute of limitations shall be tolled as to non-Bellwether Arbitrations demands when such non-Bellwether Arbitrations are held in abeyance. The tolling period will begin when the claimant first provided the Notice of its intent to initiate an informal resolution conference as described above.

Any party may request, within five (5) business days of being notified by the arbitration provider that a Mass Proceeding exists, that the arbitration provider appoint a sole procedural arbitrator (“Procedural Arbitrator”) to determine initial questions that arise in the Bellwether Arbitrations, including whether the Bellwether Arbitration procedures are applicable or enforceable, whether any particular demand is part of a Mass Proceeding, and whether any particular demand within a Mass Proceeding was filed in accordance with this Section XIII.19. To expedite the Procedural Arbitrator’s resolution of any such initial questions, the parties agree that the Procedural Arbitrator may set forth such procedures as are necessary to resolve any such initial questions promptly. The parties agree that procedures outlined in the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (available at https://www.namadr.com/resources/rules-fees-forms/ shall apply to the appointment and conduct of the Procedural Arbitrator. eEndorsements shall pay the Procedural Arbitrator’s costs.

All parties agree that the Bellwether Arbitration procedures are designed to be a generally faster, more efficient, and more affordable mechanism for resolving a Mass Proceeding, including the claims of individual parties who are not selected for a Bellwether Arbitration. All parties shall work in good faith with the Arbitrator or Procedural Arbitrator to complete each Bellwether Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing conference.

Following resolution of the Bellwether Arbitrations, all parties agree to engage in a mediation of all remaining arbitration demands comprising the Mass Proceeding (the “Bellwether Mediation”). The Bellwether Mediation shall be administered by the arbitration provider. If the parties are unable to resolve the remaining demands for arbitration comprising the Mass Proceeding within thirty (30) calendar days following the Bellwether Mediation, the remaining demands for arbitration comprising the Mass Proceeding shall be administered by the arbitration provider on an individual basis pursuant to the arbitration provider’s rules and this Section 22, unless the parties mutually agree otherwise in writing.

All parties agree to cooperate in good faith with the arbitration provider to implement the Bellwether Arbitration procedures, including deferring any costs associated with the non-Bellwether Arbitration Mass Proceedings until the Bellwether Arbitrations and subsequent Bellwether Mediation have concluded, and cooperate on any steps to minimize the time and costs of arbitration, which may include the appointment of a discovery special master to assist the Arbitrator in the resolution of discovery disputes and the adoption of an expedited calendar of the arbitration proceedings.

These Bellwether Arbitration procedures shall in no way be interpreted as authorizing a class, collective, or mass action of any kind, or an arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this Section 22.

Arbitration Fees.
In accordance with the NAM Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. You agree that you do not intend to use the Services for personal, family or household use. Accordingly, for purposes of calculating any arbitration costs and fees, you and eEndorsements agree that you are not a “consumer,” and that the NAM Comprehensive Fees schedule will apply. The arbitrator’s hourly fees (also referred to as Arbitrator Hearing Time) shall be split evenly between the parties. For purposes of this arbitration agreement, references to you and eEndorsements also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.

23. Governing Law

These General Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by Texas law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.

24. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

25. Assignment

Unless expressly authorized by eEndorsements, these General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

26. Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by eEndorsements, including, but not limited to, third party developers who use eEndorsements’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not eEndorsements. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by eEndorsements. Such third party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

27. Third-Party Beneficiaries

No provision in these General Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.

28. State-Specific Privacy Terms

If you are a “Business” as defined by the California Consumer Privacy Act of 2018 (“CCPA”), or are a “Controller” subject to the Colorado Privacy Act, Connecticut’s An Act Concerning Personal Data Privacy And Online Monitoring, the Utah Privacy Rights Act, or the Virginia Consumer Data Protection Act (collectively, “State Privacy Laws”), then this provision 28 applies to you. For purposes of this Section 28, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the State Privacy Laws.

  1. a) For purposes of this Section 28, “Buyer Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by eEndorsements in connection with its Services to you. Buyer Personal Information does not include information eEndorsements receives about your customers (“Buyers”) for purposes of eEndorsements’s digital receipt, customer directory and email marketing tools (“eEndorsements Buyer Features”).. It does include information that your Buyer has provided you through eEndorsements Appointments, eEndorsements Invoices, or to receive Loyalty-related or promotional text messages. For details about our privacy practices with respect to eEndorsements Buyer Features, please refer to our Privacy Notice.
  2. b) We may receive Personal Information from Buyers for the purpose of performing Services on your behalf as described in these General Terms. We agree that we will process Buyer Personal Information collected, processed, stored or transmitted by, or accessible to us in the course of these General Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the Services in these Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from: (i) selling the Buyer Personal Information; (ii) retaining, using, or disclosing the Buyer Personal Information for any purpose other than providing to you the Services specified in these General Terms(s), and other applicable Terms of Service referenced above. As part of, and for purposes of, facilitating the Services, eEndorsements may (i) de-identify or aggregate the Buyer Personal Information; (ii) process the Buyer Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating or enhancing the Services either for you or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations; and (iii) if you participate in eEndorsements Go, process the Buyer Personal Information on the instructions of the Buyer. You acknowledge and agree that Buyer Personal Information that you disclose to eEndorsements is provided to eEndorsements for the parties’ business purposes.
  3. c) We reserve the right to delete Personal Information stored pursuant to these General Terms in the ordinary course of business, pursuant to our retention schedules.

29. Other Provisions

If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

 
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