ANY PERSON ACCESSING THE 3DSI WEB SITE AGREES TO THE FOLLOWING TERMS AND CONDITIONS:
1. Copyright. © 3Delta Systems®. All rights reserved. All images, text, programs and other materials found in the 3DSI Web Site are protected by the United States copyright laws. Any commercial use of the images, text, programs or other materials found in the 3DSI Web Site is strictly prohibited, without the express written consent of 3DSI.
2. Trademarks. The names, logos, and taglines identifying 3DSI's products and services are proprietary marks of either 3Delta Systems or its affiliates. All other trademarks and service marks are the property of their respective owners.
3. Content Submission. Certain areas of the 3DSI Web Site may allow for the exchange of information between you, the USER, and 3DSI. Any submission by the USER becomes the property of 3DSI.
4. USER Responsibility. The USER assumes all responsibility for use of the 3Delta Systems Web Site. The USER waives all claims against 3DSI, its affiliates, officers, directors, employees, suppliers and programmers that may arise from the utilization of the 3DSI Web Site.
5. Accuracy of Information. While all reasonable attempts are made to ensure the accuracy of the information presented, neither 3DSI nor its information contributors can be held responsible by USER for the accuracy of the information found in the 3DSI Web Site. 3DSI makes no expressed or implied warranty as to the accuracy or merchantability of content or programming.
3Delta Systems, Inc.
14151 Newbrook Drive
Chantilly, VA 20151
Last Updated On: 09/03/2013
These are the Terms and Conditions ("Terms") governing use of 3Delta Systems, Inc. ("3DSI") commerce services. These services provide payment processing capabilities (the "3DSI Services") between merchants providing goods and services for sale ("Sellers") and customers purchasing or paying for such goods and/or services ("Buyers"); Sellers and Buyers, their employees, agents, contractors or otherwise designated entities that may use 3DSI Services are collectively called a "System User".
PLEASE READ THIS AGREEMENT AND DISCLAIMERS CAREFULLY.
BY VIRTUE OF A SYSTEM USER'S USE OR CONTINUED USE OF THE 3DSI SERVICES, SUCH SYSTEM USER AGREES TO AND BECOMES SUBJECT TO THESE TERMS.
3DSI Services are provided through software developed and owned by 3DSI and/or its licensors, including any corrections, updates, or upgrades thereto (the "Software"). 3DSI Services and Application Programming Interfaces ("APIs") are documented by interface specifications and help manuals (the "Documentation"), which shall be deemed "Confidential Information" of 3DSI. The 3DSI Services include, without limitation, Payment WorkSuite and AR-Exchange. Payment WorkSuite comprises a set of payment-centric applications designed to be fully interoperable with one another. Access and use of each application is tightly controlled through granular, assignable permissions and security measures. AR-Exchange is a separate information exchange portal (that exists within Payment WorkSuite) through which a System User that is a Seller may review information related to payments made against Seller's invoices. The portal allows the Seller to view information from multiple participating Buyers. With regard to the Software and Documentation, System Users are hereby granted a limited, revocable, non-exclusive, non-transferable license without right to sublicense by 3DSI or its third party licensors, providers or suppliers, to use the Software as part of, or for use with, the 3DSI Services and for no other purpose and subject to the Terms herein.
The 3DSI Services and related services are available only to registered System Users. 3DSI may immediately modify, restrict, or terminate access to any System User whose business activity, in 3DSI's sole discretion, causes risk including, without limitation, where said use or foreseeable use of the Software or Services:
Each System User may apply to use 3DSI Services under the Terms herein. Application may be made directly to 3DSI, or through another channel authorized by 3DSI. System User agrees to provide true and accurate information when establishing an account on the system and to maintain and promptly update information as applicable. System User agrees not to impersonate any person or use any name that it is not authorized to use. If any information provided by System User is untrue, inaccurate, not current, or incomplete, 3DSI has the right to terminate System User's use of the services.
Where System User employs 3DSI's APIs to use 3DSI Services, the design, development, implementation and maintenance of such interface and functionality shall be the System User's sole responsibility. System User shall employ such competent resources as it deems necessary to ensure that the APIs function correctly with the System User's platform, operating environments and business processes (the "Integration"). System User shall be responsible for ongoing support of its Integration and related issues and shall be responsible for all of its own development and implementation costs associated with such Integration.
Solely for the purpose of presenting all materials and information provided by System User to describe its products and/or services, including, but not limited to, all descriptions for goods and services ("Level-3 Detail Data"), System User marks, trade names, graphics, photographs, or similar content, along with any updates, revisions, and corrections thereto (collectively, "Licensed Information"), System User grants to 3DSI a nonexclusive, transferable, worldwide license to use, reproduce, distribute, perform, display, and transmit the Licensed Information. 3DSI is also granted the right to modify the format, structure, and organization of the Licensed Information solely for the purpose of integrating the Licensed Information into its databases pursuant to 3DSI's technical requirements.
Without limiting the foregoing, if all or part of the Licensed Information becomes the subject of an actual or threatened law suit brought by a third party, or 3DSI believes the Licensed Information may violate the rights of a third party, 3DSI will be entitled to immediately remove such Licensed Information from its databases without incurring any liability to System User.
System User will retain all right, title, and interest in the Licensed Information as delivered by System User to 3DSI, including all copyrights, patents, trademarks, and other intellectual property rights therein.
As between System User and 3DSI, System User acknowledges that 3DSI (together with its licensors) owns all right, title and interest in and to the 3DSI APIs, the Software, Documentation, the marks, interfaces, and other design elements and that System User shall not acquire any right, title, or interest, except as expressly set forth in this Agreement. System User shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Software or Documentation provided by 3DSI. System User will not remove, obscure, or alter 3DSI's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software or any 3DSI Software or Documentation. 3DSI reserves all rights not specifically granted to System User herein.
If System User or 3DSI have access to third party credit card information and/or other protected or proprietary information ("Sensitive Data"), both parties agree to respect the sensitive nature of this information and take all prudent steps to safeguard its privacy and security. Consistent with the Payment Card Industry (PCI) Data Security Standard, Visa Cardholder Information Security Program, MasterCard Site Data Protection program, and similar initiatives sponsored by the merchant acquiring organization and similar entities, System User and 3DSI agree to institute and maintain appropriate technical and procedural security measures to protect the Sensitive Data.
The Software contains robot exclusion headers and System User agrees not to use any robot, spider, other automatic device, or manual process to monitor or copy the web pages or the content contained herein without 3DSI's prior expressed written permission. System User agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the 3DSI Services or any transaction being conducted hereon. System User agrees not to take any action that imposes an unreasonable or disproportionately large load on the 3DSI infrastructure that might be construed as a denial of service action. System User agrees not to copy, reproduce, alter, modify, create derivative works, or publicly display any content (except, in the case of a System User, such System User's Licensed Information) from the 3DSI Services without the prior expressed written permission of 3DSI.
The privacy policies applicable to the 3DSI Services are posted and accessible from the log-in page of the 3DSI application and are deemed incorporated by reference in these Terms.
If System User has subscribed to AR-Exchange, System user agrees to share the company profile information provided to 3DSI with Buyers.
Neither Party shall disclose the Confidential Information to any third party, or use the Confidential Information in any manner except as explicitly authorized under this Agreement. Both Parties agree to use the same degree of care to prevent disclosure of the Confidential Information as they use to protect their own confidential information, but no less than a reasonable degree of care. In the event of any unauthorized disclosure of Confidential Information, the disclosing party shall immediately provide the other party with written notice of the details of such disclosure (including but not limited to the identification of the receiving party).
3DSI Services are made available to System User through 3DSI, its third party solution-provider relationships, its merchant acquiring channel-partner(s), or other channels as defined by 3DSI. 3DSI Services feature a variety of capabilities that are available to System User; some are included in the basic monthly service fee, others require additional payment, and still others may be offered at no charge. Currently, the AR-Exchange service is provided at no charge. Any offering of fee-based services may be presented via email, a posted notice on the 3DSI Services, or other published means and shall be provided upon System User's acceptance of the Terms and fees. System User shall pay the designated fees for each month that System User utilizes 3DSI Services. Unless otherwise agreed to by the parties in writing, 3DSI's services are provided on a month-to-month basis and will continue until terminated by 3DSI or by System User. Any fees charged by 3DSI are considered earned as of the first day of the monthly billing period. Any fees collected in advance at the time of setup of the service or designated specifically as setup fees are considered earned at that time unless 3DSI materially fails to provide the service within a reasonable period after initial registration by System User.
Once an account has been set up and properly configured, subsequent requests by System User to change the functionality of, suspend, and/or reactivate, the account may be subject to an administrative charge. Setup fees are non-refundable after account setup has been substantially completed.
Rates for special charges or supplementary fees may be presented via email, a posted notice on the 3DSI Services, or other published means.
Disputes concerning improper billing should be brought to the attention of 3DSI or the System User's acquiring bank, as appropriate, within sixty (60) days of the billing in question. 3DSI shall not be obliged to address any issues not brought to its attention during such period.
The fees charged are subject to change and 3DSI may change the nature of its services offered from time to time. Notice of such changes may be presented via a posted notice on the 3DSI website, by email, through Seller's merchant acquirer or through other 3DSI channel-partner(s), or by other published means.
System User agrees that it will not perform any act that would violate any State or Federal law, including, but not limited to, the Federal Equal Credit Opportunity Act, implementation of Regulation B, the Federal Fair Credit Reporting Act, and the Federal Truth-In-Lending Act. System User also agrees that it will not fail to perform any act that is necessary to avoid a violation of any State or Federal law, including, but not limited to, the laws listed in this Section 6.2. System User explicitly recognizes that the Federal Truth-In-Lending Act and its implementing Regulation Z require, and System User agrees to provide, a brief description of the goods or services purchased with a credit card, together with other disclosures.
3DSI represents and warrants that: (a) it has the full power and authority to enter into these Terms and to grant System User the rights granted herein; (b) it has complied and shall continue to comply with all applicable laws, rules, and regulations regarding the 3DSI Services.
OTHER THAN AS PROVIDED HEREIN, THE SOFTWARE AND 3DSI SERVICES ARE PROVIDED "AS IS," AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT FOR THE EXPRESS WARRANTIES HEREIN, 3DSI HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SYSTEM USABILITY, SECURITY, TITLE OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE SOFTWARE, OR THE 3DSI SERVICES. 3DSI DOES NOT WARRANT THAT THE 3DSI SERVICES OR 3DSI API WILL OPERATE WITHOUT INTERRUPTION, THAT THEY ARE ERROR FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. 3DSI MAKES NO WARRANTIES WITH RESPECT TO THE TIMELINESS OR ACCURACY OF ANY RESULTS, DOCUMENTS, DATA OR INFORMATION THAT MAY BE OBTAINED OR RETRIEVED THROUGH USE OF THE SOFTWARE.
Some jurisdictions do not permit the disclaimer of certain implied warranties, so some of the foregoing may be inapplicable. To the extent that 3DSI may not, as a matter of law, disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under applicable law.
System User shall indemnify, defend and hold harmless 3DSI and 3DSI's directors, officers, employees, agents, consultants, customers, shareholders, distributors and sub licensees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable attorneys' fees, that may at any time be incurred by reason of: (a) any claims arising out of the conduct of System Users business or use; (b) any transactions submitted through 3DSI Services for payment processing; (c) any third party claim arising out of or relating to breach or alleged breach of System Users' obligations hereunder; (d) any claim based upon alleged errors or omissions or misrepresentations in the Licensed Information provided by System User; or (e) any viruses, Trojan horses, worms, time bombs, cancelbots, other computer malware or programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, that are contained in the Licensed Information provided by System User.
3DSI shall indemnify, defend, and hold harmless System User and System User's directors, officers, employees, agents, consultants, shareholders, distributors, and sub licensees from and against all claims, actions, liabilities, losses, expenses, damages, and costs, including, but not limited to reasonable attorneys' fees, that may at any time be incurred by reason of any third party claim arising out of or relating to breach or alleged breach of, or any claim that is otherwise inconsistent with 3DSI's representations or warranties contained in these Terms, or any damages suffered by System User and System User's directors, officers, employees, agents, consultants, distributors, and sub licensees on account of System User's use of the Software and Services in accordance with these Terms.
3DSI DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY PRODUCT OR SERVICE OFFERED BY ANY SYSTEM USER THROUGH THE 3DSI SERVICES, NOR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION SUPPLIED THROUGH THE 3DSI SERVICES BY ANY SYSTEM USER. EXCEPT WHEN DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF 3DSI, 3DSI WILL NOT BE LIABLE TO ANY SYSTEM USER OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY. IN NO EVENT SHALL 3DSI'S TOTAL LIABILITY IN CONNECTION WITH THESE TERMS OR THE USE OF THE 3DSI SERVICES, WITH REGARDS TO A PARTICULAR SYSTEM USER, EXCEED THE TOTAL AMOUNTS PAID TO 3DSI BY SUCH SYSTEM USER HEREUNDER.
Some states do not allow the limitation of liability, so the foregoing limitation may not be applicable. Please consult legal counsel as to the specific legal rights that may be applicable from state to state.
These Terms will be interpreted and governed by the laws of the Commonwealth of Virginia, without reference to conflict of laws principles.
The relationship of 3DSI and System User established by these Terms is that of independent contractors, and nothing contained in these Terms will be construed to constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.
3DSI may change these Terms at any time; provided, however, that such changes shall not become effective for thirty (30) days from the notice thereof. Notice of changes may be provided via email, posted on the 3DSI Services website(s), or otherwise published to the System User. System User's continued use of the 3DSI Services thereafter shall constitute acceptance of such changes.
The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
If any provision of these Terms is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.
Neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, sabotage, terrorist activity, governmental actions, unavailability of transportation, acts or omissions of third parties, delays, failure, or substantial failure involving the Internet or World Wide Web or similar services including network traffic, or any other cause beyond its reasonable control.
Neither this Agreement nor any of the rights or obligations arising from it shall be assigned or delegated, in whole or in part, by contract, action of law or otherwise, by System User, without the prior written consent of 3DSI and any such attempted assignment shall be void and unenforceable. 3DSI may assign this Agreement to a parent or subsidiary corporation, to a company in which the majority owner is the same as the majority shareholder of 3DSI, or to a successor in interest to all or substantially all assets of such 3DSI. This Agreement, together with the rights and obligations in connection to it, shall be binding upon and insure to the benefit of the Parties and their respective successors, permitted assigns and legal representatives.
System User agrees that email may be used for routine correspondence regarding their use of the 3DSI Services and for offers, solicitations, newsletters or similar correspondence from 3DSI.
Except as otherwise provided herein, all notices required or permitted under these Terms will be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed telex or facsimile; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt. If the communication is to 3DSI, it shall be addressed to 3Delta Systems, Inc., 14151 Newbrook Drive, Suite 200, Chantilly, VA 20151.