BLUE PAYMENT AGENCY, INC
Last Updated: Aug. 3rd 2016
It is important that you read and understand these Terms as they govern your use of the Services, regardless of how you communicate with us. These Terms contain a binding arbitration provision that affects your legal rights and may be enforced by the parties. By inquiring into or using the Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the Services.
We may amend these Terms at any time by posting a revised version on all websites we maintain for purposes of providing the Services. Amended Terms are effective at the time we post them and your continued use of the Services constitutes your acceptance of any amended Terms. We may provide you with notice regarding upcoming Terms changes by email.
1. Using Blue Payment Agency, Inc.
1.1. BPA is an Agent for its Partners. BPA is an independent sales agent authorized by our Partners to sell the services and products offered by our Partners. Our Partners may change at any time without notice to you. You do not enter an agreement for services with BPA, other than these Terms. BPA facilitates one or more agreements between you and one or more of our Partners, and we are not a party to said agreement(s). IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND ANY AND ALL AGREEMENTS THAT YOU ENTER INTO WITH OUR PARTNERS. BPA IS NOT A PARTY TO THOSE AGREEMENTS AND SHALL NOT BE HELD LIABLE IN ANY FORM FOR ANY DAMAGES ARISING FROM THOSE AGREEMENTS. YOU AGREE TO BE FULLY AND PERSONALLY LIABLE FOR ANY FEES PASSED ON TO BPA DUE TO UNCOLLECTED FEES OR FINES OF ANY KIND FROM ANY PARTNER TO YOUR COMPANY.
Any advice or information you receive from BPA in its performance of the Services regarding the products or services offered by our Partners is given as the opinion of BPA, and is based on information we currently have, which may or may not be accurate or up to date. You are advised at all times to conduct your own research and to contact our Partners directly for current and accurate information.
1.1.1. BPA utilizes independent agents. In some cases, BPA works with independent sales agents to provide the Services. Such agents are neither contractors of, nor employees of, BPA, and are therefore not agents for BPA, but rather are independent agents or contractors of our Partners, and are paid directly by our Partners. BPA is not responsible for any damages or claims resulting from the acts or omissions of said independent agents, and you agree to hold BPA harmless therefor. If you have an issue with a specific independent agent, please let us know.
1.3. Accuracy of information. When you inquire about or request Services, you may be required to provide information that will allow us to verify your identity, including but not limited to: your full legal name, a valid US physical address (not including P.O. Boxes or commercial mail receiving agencies), email address and phone number. You agree to provide true and accurate information to BPA at this time. You also agree to update this information to keep it true and accurate at all times.
1.4. Authentication. You may be required to provide additional information or documentation to allow BPA to verify your identity and/or your information. BPA may also verify your information against third party databases or other sources and you authorize BPA to make such inquiries.
1.5. No endorsement of products. BPA does not provide any endorsements or guarantees for any individual or entity using the BPA system, nor any third party offers, goods or services featured on BPA websites. Information regarding third party offers, goods, and services is provided on BPA websites for informational purposes only, and may not be true, accurate, or reliable.
2. Payment for the Services.
2.1. Payment by our Partners. BPA does not accept payment from you, but rather is paid by our Partners.
3.1. By you. You may stop using the BPA placement service at any time; please review your agreement(s) that you entered with our Partners for their terms or policies related thereto if you have questions regarding the services of said Partners.
3.2. By us. We may terminate, restrict or suspend your access to the Services without liability, for any reason, without notice. Reasons for termination may include, but are not limited to, your violation of these Terms or any other applicable BPA terms or policies, or BPA’s assessment that you pose an unacceptable risk to the BPA network, based on our confidential risk and security criteria. BPA also reserves the right to modify or terminate the Services at any time, for any reason including but not limited to restricting access to gateway or other services when information suggests there is a possibly issue with batches, or other issues. Restricted accounts may be billed to you in the same way active accounts are. Please review your agreement(s) that you entered with our Partners for their terms or policies related thereto if you have questions regarding the services of said Partners.
4. Disputes with BPA.
4.1. Binding arbitration. You and we (the “Parties”) agree that upon the election of either of the Parties, any past, present, or future dispute relating in any way to the Services, or any other past, present, or future relationship or transaction between the Parties, will be resolved by binding arbitration as discussed below, and not through litigation in any court. Such disputes are called “Claims” for purposes of this agreement. This binding agreement to arbitrate applies regardless of whether the dispute is between you and us jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16. The arbitration shall be conducted by a single neutral arbitrator in accordance with the then-applicable United States Arbitration and Mediation Rules of Arbitration. Unless the Parties agree otherwise, or unless the arbitration administrator’s rules or law require otherwise, the arbitration shall be held in Portland, ME.
The arbitrator will decide the Claim in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all privileges recognized by law. The arbitrator will have the authority to award to a Party any damages or relief provided for under applicable law, and as limited by this agreement. The arbitrator’s decision shall be final and legally binding, and may be enforced by any court having jurisdiction.
No class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowable in arbitration, without the written consent of both Parties. The arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. If you elect to proceed with respect to any Claim by an individual action in a small claims court, or its equivalent, instead of arbitration, we will not object, however, any such action shall be taken in small claims court in Portland, ME.
If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur.
Arbitration with respect to a Claim is binding and neither Party will have the right to litigate that Claim through a court. In arbitration the Parties will not have the same rights that apply in court, such as the right to a trial by judge or jury and the right to participate or be represented in proceedings brought by others such as class actions or similar proceedings. In addition, the right to discovery and the right to appeal may also be limited or eliminated in arbitration. All of these judicial rights are waived with respect to Claims that the Parties elect to arbitrate.
5. General terms.
5.1. Indemnification. You agree to defend, indemnify and hold harmless BPA, and its respective officers, directors, agents, contractors and employees from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of these Terms or any other applicable BPA or terms or policies; (b) your use of the Services; or (c) your actual or alleged violation of any third party rights, or any applicable laws, regulations or rules.
5.2. Limitation of liability. IN NO EVENT SHALL BPA, OR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THESE TERMS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, OR, (iii) ANY GOODS OR SERVICES PURCHASED OR RECEIVED USING THE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER BPA BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BPA’S LIABILITY AND THE LIABILITY OF ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS AND EMPLOYEES EXCEED THE FEES BPA HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE SERVICES. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
5.3. No warranty. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. USE OF THE BPA SERVICES IS AT YOUR OWN RISK. BPA AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BPA HAS NO CONTROL OF, OR LIABILITY FOR, ANY PRODUCTS OR SERVICES THAT ARE PURCHASED OR RECEIVED USING THE SERVICES AND CANNOT ENSURE THAT ANY THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE TRANSACTION. BPA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BPA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. BPA SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION OR PERFORMANCE OF THE SERVICES. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
5.4. Force majeure. You understand and agree we will not be held responsible for any losses or damages resulting from failure to perform due to extraordinary events or circumstances beyond our control. In such an event, BPA may suspend the Services.
5.5. Assignment. You may not transfer or assign any rights or obligations you have under these Terms. BPA reserves the right to transfer or assign any rights or obligations under these Terms at any time.
5.6. Applicable law. You agree that the laws of the State of Maine, without regard to principles of conflict of laws, govern these Terms and any claim or dispute that has arisen or may arise between you and BPA.
Please note, any information and or materials on this site or blog are not intended to be legal advice. We are not lawyers and the law changes frequently and varies from jurisdiction to jurisdiction. Being general in nature, the information and materials provided may not apply to any specific factual and/or legal set of circumstances. Consult with an attorney before making any decisions which might affect your legal rights. If you are not clear about whether something affects your legal rights, be cautious and talk with a lawyer before taking any action.