Terms of Service

The Agreement constitutes a legal document that details Your rights and obligations as a customer of the Company, Your use and access of the Company's websites, and Your use of services and products made available by the Company and all new features, tools, services or products that are added to the current services and products (each a "Service" and collectively, the "Services"). You agree that You have received, read and understand the Privacy Policy, the Site Guidelines and all other terms and policies applicable to any Service You access or use (each a "Policy," and collectively, the "Policies").

The Company reserves the right, in its sole discretion, to change, modify, add, or remove all or part of this Agreement, including any applicable fee, Policy, or guideline, at any time without notice or acceptance by You. Regardless of whether the Company has provided You individual notice, Your continued use of any Service following the Company's notice or posting of changed terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Agreement. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, INCLUDING ANY POLICY, DO NOT USE THE SERVICES.

Certain Services that You purchase or receive from the Company may be provided by one or more third-party vendors, contractors, or affiliates ("Third Party Vendor") selected by the Company or by You, and You are subject to additional terms between You and such Third Party Vendor for Your use of their services. It is Your responsibility to regularly review the terms between You and such Third Party Vendor and Your breach of such terms will be deemed a breach of this Agreement. You agree that the Company makes such services available "as is" and the Company has no liability arising from or relating to Your use of services provided by a Third Party Vendor. The Company does not endorse, authorize, or sponsor any Third Party Vendor, such Third Party Vendor's website, content, information, products or services.

By signing up for or using the Services You: (i) agree to be bound by this Agreement; (ii) represent and warrant that, if You are an individual, You are 18 years old or older or, if You are signing up for Services on behalf of an entity, that You have the legal authority to bind that entity and that such entity is a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept this Agreement; (iii) agree to provide accurate, current, and complete information in the registration form, including billing and payment-related information (all together, the "Account Information"), and agree to maintain and update all Account Information to keep it true, accurate, current, and complete; (iv) agree that if You are signing up for Services on behalf of Your employer, Your employer will be the account owner ("Account Owner"); and (v) represent and warrant that You have the power and authority to enter into and perform under this Agreement. If You are a third party accessing an account(s) on behalf of an Account Owner (e.g., as an administrator, consultant, analyst, etc.), You agree that these Terms apply to Your activities on behalf of such Account Owner. Notwithstanding the foregoing, You are fully responsible for all activities under Your account, whether authorized by You or not. You hereby waive any applicable rights to require an original, non-electronic, signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that the Company shall not be liable to You or to any third party for any modification, suspension, or discontinuance of any Service.

Except for the rights expressly granted herein, this Agreement does not transfer from the Company to You any technology developed, licensed, or owned by the Company, and all rights, title, and interest in and to such technology will remain solely with the Company. The Company and You each agree that neither we nor You will, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.

Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin the Company at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including from information publicly known or available or that could reasonably be acquired in similar work performed for another customer of the Company.

You will not use the Company's name, trademarks, brand names, or any language, pictures, or symbols that could, in our sole discretion, imply the Company's identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, or other written material, without the Company's prior written consent. You agree that all press releases and other public announcements related to this Agreement and the Services, including the method and timing of such announcements, must be approved in advance by us in writing. Any violation of this Section 2 will be a material breach of this Agreement.

You are required to create a password to access and use the Services, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your account, and You are fully responsible for all activities that occur under Your account and password, and any other actions taken in connection with any Service You use, access or allow others to use or access. You agree to immediately notify the Company of any unauthorized use of the Service or any other breach of security. The Company cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You agree that under no circumstances will the Company be liable, in any way, for any acts or omissions by You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.

You will pay all fees due according to the prices and terms applicable to Your Services, including all optional or additional features that You select. All fees and charges for the Term, are due and payable in accordance with the rates and terms agreed by You for Your account. If You are past due in Your payments for any reason, the Service and other Services in the same order may be terminated without notice. Reactivation of the Service, if possible, after termination or cancellation for any reason will require the payment of additional fees. If You fail to pay fees when due, the Company may assign unpaid late balances to a collection agency for appropriate action. If legal action is necessary to collect on fees due, You agree to reimburse the Company for all expenses to recover fees due, including attorneys' fees and other legal expenses and all current charges for the Services as well as taxes and fees assessed against You or the Company on the charges and all late payments, interest, or other fees stated on Your bill. The Company may modify its billing practices or late payment charges by providing You with prior written notice (email sufficient) of the modification. The Company, in its discretion, may offer discounts or special offers from time to time.

The Company will calculate all fees. If You are an existing customer, log in to Your account to see Your fees and payment schedule. The Company may, upon notice required by applicable laws, at any time change the amount of, or basis for, determining any fee or charge or institute new fees or charges with respect to the Services. Upon renewal of the Term of the Services, the prices charged may be changed without notice to the then prevailing price for the Services.

You will be charged the applicable fees for the Service(s) You select. Our pricing structure includes transaction fees, chargeback fees, and refund fees as outlined in Your merchant dashboard or pricing agreement.

You shall pay or be responsible for all federal, state, or local sales, use, excise, value added, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges ("Tax") imposed on, or with respect to, the Services under this Agreement. In addition, You are responsible for charging and collecting from Your end-user customers all applicable taxes. You and not the Company are liable for any uncollected tax and any interest and penalty assessed thereon.

Account Updater

As a convenience to its users, Company may subscribe to a third party service that can attempt to refresh expired credit card or debit card numbers with the numbers of replacement cards so that any of your Services do not lapse because the payment method initially on file with Company has expired ("Account Updater"). By registering for any Service, you consent to this third party service and to that service's use of applicable information from you solely in connection with the Account Updater. You also consent to Company's receipt and use of updated credit card or debit card account information from your financial institution in connection with the provision of any Service as provided in these Terms, the Privacy Policy, and any additional Company policy, as applicable.

Term. The initial term of Your Services starts on the first date that You register with the Company or use any Service, including by visiting any of our websites, and will remain in effect for the period of time corresponding to the plan You selected ("Initial Term"). At the end of the Initial Term, Your Service will automatically renew on a recurring basis for the same period of time as the Initial Term (a "Renewal Term") unless You cancel in accordance with Section 5(b). The "Term" means the Initial Term and all Renewal Terms, if any. If You do not cancel prior to the start of a Renewal Term, You agree to renew Your subscription for the Renewal Term, and Your Service will be renewed at the then-current rates and fees. Except as set forth in this Agreement, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms.

Cancellation/Termination by You

You may cancel Your Service and terminate this Agreement by providing notice to Your account manager or Turbify's customer support team at least ninety (90) days prior to the end of Your then-current term. After the Initial Term, Your Service will automatically renew at the then current renewal rate, plus any applicable taxes and fees, on an automatic-renewal basis until you cancel. An early termination fee may apply. In all cases, You remain responsible for all fees accrued on Your account until such time. Except as otherwise provided, no refund will be provided for any payments You have made for any Service. After cancellation is effective, You will no longer have access to Your Services and all information and Content contained therein may be deleted by the Company.

Termination by the Company

We may terminate this Agreement or any of the Services at any time, for any reason, upon notice to You. The Company may, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from the Company's servers, or remove any information or data within the Service, if the Company concludes, in its sole discretion, that You (a) have breached this Agreement, or any applicable law or regulation; (b) have provided false information as part of Your registration; (c) have failed to keep Your account information complete, true, and accurate; (d) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; (e) are engaged in activities or sales that may damage the rights or reputation of the Company or others; (f) have caused a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; or (g) have become the subject of a government complaint or investigation (each "Termination for Cause"). Any Termination for Cause by the Company will take effect immediately, and You expressly agree that You will not have any opportunity to cure.

Termination: Legal Event

If a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes the Company to believe that this Agreement and/or any Service may be in conflict with such rules, regulations, and/or orders, the Company may suspend or terminate the Service or this Agreement without liability.

Effect of Termination of Services

Upon any cancellation or termination of a Service, including for past due payments, the Company reserves the right to permanently delete from its servers all information and Content contained in Your account or Service, including order processing information, mailing lists, files, email, and any websites generated by You or the Service. The Company accepts no liability for such deleted information or Content. Upon termination of the Service, You are solely responsible for all ongoing fees, and removing the Company as the billing and technical contact in connection with Your Store, unless the Company notifies You otherwise. You also acknowledge, that in the event of termination or cancellation, You shall be responsible for any post-termination chargebacks or refunds associated with Your account. Upon termination or cancellation, You shall maintain sufficient funds in reserve until post-termination chargebacks or refunds have been resolved. The Company may hold the final settlement for the allocated reserve period of ninety (90) days. Following the allocated reserve period, remaining funds shall be released to you. All sections of the Agreement which by their nature should survive termination will survive termination, including warranty disclaimers and limitations of liability.

Responsibility for Fees

If the Company suspends a portion of Your Services due to a violation by You of this Agreement or any law, regulation, or Policy, You will remain liable for all fees applicable to the Service as a whole. If the Company terminates Your Services, You are liable for the payment of all fees applicable to the Services up to the date of termination, in addition to any early termination fees.

Waiver. To the extent permitted by law, You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.

Representations and Warranties

You represent and warrant that:

• You have full power and authority under all relevant laws and regulations: (a) to offer and sell the goods, products and services You offer or make available via the Services, including holding all necessary licenses from all applicable jurisdictions to engage in the advertising and sale of such goods, products, and services; (b) to copy and display the Content You use or display on, in or through the Services; and (c) to provide for credit card payment and delivery of such goods, products, or services;
• You are solely responsible for all goods, products, and services offered at and sold through or in connection with Your use of the Services and all Content used or displayed by You in or through the Services, and all acts or omissions that occur at, on or in connection with Your use of the Services, including all customer service, order fulfillment, and returns;
• in connection with the Services You use, you will display, and update as necessary, Your contact information, including Your company name, address, telephone number, fax number, and email address;
• You will comply with all applicable laws, rules, regulations, and orders, including any applicable data protection legislation, including but not limited to General Data Protection Regulation, Federal Trade Commission Act, Children's Online Privacy Protection Act, California Consumer Privacy Act, California Privacy Rights Act, Virginia Consumer Data Protection Act, and Colorado Privacy Act;
• You will comply with the export, re-export, and import laws and regulations of the United States and other applicable countries where You operate or do business, including the United States Export Administration Regulations, the antiboycott rules, and the Office of Foreign Assets Control regulations;
• You will not use the Services to directly or indirectly conduct, promote, or facilitate business in countries and/or with nationals or members of governments that are subject to U.S. embargoes or trade sanctions (these embargoed and sanctioned countries are: Cuba, North Korea, Iran, Sudan, and Syria) and You are responsible for complying with any updates and revisions that the U.S. Government makes to this list of prohibited export destinations;
• You are not a party identified on any government export exclusion lists nor using the Services to conduct business with a party identified on such lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists;
• You will not use the Services to export items, Content, or materials to or for prohibited parties, countries, end users, or end uses, including to military, nuclear, missile, chemical, biological weaponry, and other prohibited activities, as identified in U.S. and other applicable export and import laws and regulations.

Prohibited Uses

You agree that You will not use the Services to, and shall not upload, post, transmit, email, store, sell, or otherwise make available any Content, information, or data on or through any of the Services which, in the sole judgment of the Company:

• is in violation of any local, state, federal, or foreign law or regulation;
• violates any copyright, trade secret, patent, or other intellectual property right of any person or entity;
• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
• harms or depicts, describes or encourages harm to minors in any way;
• impersonates any person or entity, or host, or falsely states or otherwise misrepresents Your affiliation with a person or entity;
• forges headers or otherwise manipulates identifiers in order to disguise the origin of any content transmitted through the Service;
• You do not have a right to make available under any contractual or fiduciary relationship;
• any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other unauthorized form of solicitation;
• contains software viruses or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any software or hardware;
• interferes with or disrupts the Service or servers or networks connected to the Service, or disobeys any requirements, procedures, policies, or regulations of networks connected to the Service;
• provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization;
• "stalks" or otherwise harasses a person or entity;
• collects, transmits, or stores personal or financial data about any person or entity, other than in accordance with this Agreement herein;
• promotes or provides instructional information about illegal activities, promotes physical harm or injury against any group or individual, or promotes any act of cruelty to animals;
• collects, transmits, or stores any type of adult, mature, or sexually explicit content; or
• is in violation of the Restricted & Prohibited Products and Services.

The Company reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers, and other principals, Your websites, and the materials comprising such websites at any time to ensure Your compliance with this Agreement.

Abusive User Behavior

The Company uses certain confidential internal and third-party tools and techniques to protect users from abusive and other harmful behavior on the Internet and on the Company's servers. The Company reserves the right to take any action it deems necessary in its sole discretion, including terminating or suspending the Services and Your account, to protect against such abusive or harmful behavior. The Company updates these tools, techniques, and practices from time to time as the abusive practices and industry standards change. The Company is not responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of the Company taking or not taking any actions in response to any actual or perceived abusive user behavior.

Licenses to the Company

The Company maintains information about You and the Services You use and access on the Company's servers, including Your Account Information, Your customer order information, sales information, and clickstream data ("Merchant Information"). You grant to the Company an irrevocable, non-exclusive, worldwide, royalty-free, transferable, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) (1) for research, marketing, and other promotional purposes; (2) for the Service to function; and (3) to conform to the technical requirements of connecting networks, the Services or other, similar requirements. You agree that the Company may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law, legal process or inquiries; (b) to enforce this Agreement; or (c) to protect the rights or interests of the Company or others. You agree that the Company may delete customer credit card information from the Company's servers 14 days after You retrieve such information, and may delete all other Merchant Information from the Company's servers at the end of each calendar year. You also agree that the Company may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

The Services may display, or contain links to, third-party products, services, and websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by third parties on, or accessible through, the Services (collectively, "Third Party Content") are those of the such third party and not the Company. The Company does not control Third Party Content and does not guarantee the accuracy, integrity, or quality of such Third Party Content. It is Your responsibility to evaluate the information, opinion, advice, or other content available in and through such Third Party Content.

Consent to Receive Calls and Text Messages

By providing your telephone number(s), including your mobile phone number, to the Company, You expressly consent to receive marketing and non-marketing calls and text messages from the Company and others calling or texting on its behalf, including but not limited to, calls and text messages made with an autodialer or prerecorded voice, at the telephone number(s) that You provide. Such calls and text messages may include, for example, marketing messages, password reminders, authentication messages, account- or service-related alerts and reminders, customer service communications, satisfaction surveys, and other types of calls and text messages. You may opt-out of these communications, except for communications regarding Your account, Services, and the security of Your account, at any time by signing in to Your account and going to Your "Profile."

You agree to notify the Company promptly of any changes to the telephone number(s) that You provide. You also agree to indemnify Company and its vendors, service providers, and parties calling or texting on its behalf in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Company if you change your telephone number, including but not limited to all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act.

Your Privacy Policy

You agree (a) to post a privacy policy in Your Store, or on Your website if You sell or promote products and services from Your website, that, at a minimum, (i) complies with all applicable federal, provincial and state privacy laws and regulations and (ii) discloses all uses of personal information that You collect from users; (b) to disclose in Your privacy policy that the Company may access and use Your customer's personal information and to include therein a link to the Privacy Policy; (c) to provide a link to Your privacy policy on the homepage of Your Store or Your website and on all pages where You collect personal information from users, including all checkout pages; and (d) to use Your customer's personal information only as expressly permitted by Your privacy policy. You agree to indemnify and defend the Company from and against all claims stemming from Your failure to comply with this provision and/or Your failure or refusal to abide by the terms and provisions of the Privacy Policy.

Provisions for Use and Security of Cardholder Data

For purposes of this Section, the term "Cardholder Data" refers to the information stored on the magnetic stripe or chip of a credit or debit card, including the number assigned by the card issuer that identifies the cardholder's account or other cardholder personal information.

Merchant shall at all times comply with the Payment Card Industry Data Security Standard ("PCI DSS") requirements for Cardholder Data that are prescribed by the PCI Security Standards Council, as they may be amended from time to time (collectively, the "PCI DSS"). Copies of the most current PCI DSS and related documentation are available on the PCI Security Standards Council website. Merchant agrees that Cardholder Data may be used only for completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by the applicable payment card association rules, the PCI DSS, or as required by applicable law. In the event of a breach or unauthorized access to Cardholder Data stored at or for Merchant, Merchant shall fully comply with all applicable federal and state laws immediately notify the card issuer in the manner required in the PCI DSS, and provide the payment card associations and the acquiring financial institution and their respective designee access to Merchant's facilities and all pertinent records to conduct a review of Merchant's compliance with the PCI DSS. Merchant shall fully cooperate with any such review. Merchant shall maintain appropriate business continuity procedures and systems to ensure security of Cardholder Data in the event of a disruption, disaster, or failure of Merchant's primary data systems. If Merchant or its successors and assigns continue to store Cardholder Data after the termination of this Agreement, it shall comply with the PCI DSS after termination of this Agreement.

The ecommerce Services are compliant with the PCI DSS and are listed as a VISA CISP-compliant service provider. The Company will conduct periodic audits as required to maintain compliance with the PCI DSS as a service provider.

You agree that the Services and any necessary software used in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further agree that Content available from the Company for the Services, contained in advertisements, or information presented to You through the Services, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws and You will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services or Content. Except as expressly authorized by the Company, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on such Content or the Services, in whole or in part.

The Company grants to You a limited, personal, nontransferable, and nonexclusive license to use the Services; provided that You do not and do not attempt to (and do not allow any third party to or to attempt to) reproduce, duplicate, copy, modify, create a derivative work of, reverse engineer, reverse assemble, attempt to discover any source code, sell, resell, distribute, assign, sublicense, grant a security interest in, or otherwise transfer any right in or exploit the Services. You agree not to modify the Services in any manner or form, or to use modified versions of the Services. You agree not to access the Service by any means other than through the interface that is provided or authorized by the Company.

You agree that the Services are intended for access and use by means of web browsing software, and that the Company does not commit to support any particular browsing platform or version thereof. The Company reserves the right at any time to revise and modify the Services, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Services, without notice to You. If any revision or modification to the Services materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.

Limitations

The Services are a multi-tenant, shared service, which means a number of customers' Services are hosted from the same server. To ensure that the Company is reliable and available for the greatest number of users, Your usage cannot adversely affect the performance of other customers' Services. Using an account as an online storage space for archiving electronic files is prohibited. You agree that if, in the Company's sole discretion, You are deemed to have violated this section, or if the Company, in its sole discretion, deems it necessary due to excessive burden or potential adverse impact on the Company's systems, potential adverse impact on other users, server processing power, server memory, abuse controls, or other reasons, the Company may suspend or terminate Your account without notice to You and with no liability to the Company.

Company reserves the right to cancel, terminate, suspend, lock, deny or modify access to (or control of) any Account or Service at any time for any reason as determined by Company in its sole and absolute discretion, including but not limited to the following:

• to assist with our fraud and abuse detection and prevention efforts,
• to correct mistakes made by Company in offering or delivering any Service,
• to comply with court orders against You and/or Your use of the Services and applicable local, state, national and international laws, rules and regulations,
• to comply with requests of law enforcement, including subpoena requests,
• to comply with any dispute resolution process,
• to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit,
• to avoid any civil or criminal liability on the part of Company, its officers, directors, employees and agents, as well a Company's parent companies and affiliates, including, but not limited to, instances where You have sued or threatened to sue Company, or
• to respond to an excessive amount of complaints related in any way to Your Account or Your use of the Services that could result in damage to Company's business, operations, reputation or shareholders. Company also expressly reserves the right to terminate, without notice to You, any and all Services where, in Company's sole discretion, You are harassing or threatening Company and/or any of Company's employees or agents.

The "Account Owner" of an account created for use of the Services is deemed to be the party that is financially responsible for such Services. Any changes to or questions relating to any Service or account will only be addressed with the Account Owner. Should the Account Owner desire to designate a representative to act on his/her/its behalf, he/she/it must do so in writing to the Company. If a dispute arises regarding ownership of any account, the Company is not obligated to, and will not resolve any such dispute.

If multiple individuals contact the Company claiming ownership of an account, the Company will reasonably attempt to notify all involved parties. In order for the Company to take any action, a court order from a court of competent jurisdiction or joint directive executed by all concerned parties including the seal of a licensed notary must be received. The joint directive or court order must contain explicit directive and clear instruction to the Company on rightful ownership. The joint directive or court order must also contain an explicit directive to the Company requiring the Company to facilitate the transfer within a specified timeframe.

Send all documents noted above to Aabaco Small Business, LLC at 2600 Tower Oaks Blvd, Suite 700, Suite 500 East, Rockville, MD 20852. Please allow ten to fifteen business days from receipt for review and processing of documents received in relation to any dispute.

Please note that the Company may suspend all access to the disputed account or other Services during any dispute process. The account and/or Services may remain suspended until such time as the dispute has been successfully resolved. The Company will not be responsible for any loss of data, files or Content during the dispute process. All fees that are due and owing will be charged accordingly during any suspension and if such fees are unable to be collected during suspension, then payment of all outstanding fees become due immediately upon reactivation of the Service or account.

You agree to indemnify and hold harmless the Company, and its parents, subsidiaries, affiliates, co-branders, Third Party Vendors, officers, directors, shareholders, employees, contractors and agents (the "Indemnified Parties"), from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party, including any tax authority, due to or arising out of Your Content, Your use of the Services, the goods, products or services offered or sold by You through the Services, any actual or alleged violation of this Agreement, including any applicable Policies, law, or regulation, or any alleged violation of any rights of another, including due to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property in connection with the Services. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse or reduce Your obligations.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT;
• YOUR USE OF THE SERVICES, AND ANY CONTENT AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, IS AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT AND/OR DATA;
• THE SECURITY MECHANISMS IN THE SERVICES HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE WHETHER THEY ADEQUATELY ADDRESS YOUR NEEDS AND ARE SOLELY RESPONSIBLE IF THEY DO NOT;
• THE COMPANY DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERROR IN THE SERVICES WILL BE CORRECTED;
• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS;
• THE COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS OR FOR THE ACCURACY, TIMELINESS, OR MISDELIVERY OF ANY THIRD-PARTY DATA;
• IF YOU UTILIZE ANY THIRD PARTY TOOLS (SUCH AS WORDPRESS) IN CONNECTION WITH THE SERVICES, AND THE COMPANY DEEMS IT NECESSARY TO UPGRADE THE VERSION OF SUCH THIRD PARTY TOOL YOU ARE THEN USING, UNDER NO CIRCUMSTANCES WILL THE COMPANY HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH ANY SUCH UPGRADE, INCLUDING LIABILITY WITH RESPECT TO DATA LOSS, DATABASE CORRUPTION, PLUG-INS, CACHING, OR CUSTOM DESIGN.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, CO-BRANDERS, THIRD PARTY VENDORS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

THE COMPANY'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO THE COMPANY OVER THE COURSE OF THE THEN CURRENT TERM. YOU ACKNOWLEDGE THAT THE COMPANY HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

For information on Copyright Infringement Claims and filing a DMCA notice, please visit our Copyright Infringement Claims page.

DMCA Repeat Infringer Policy

Pursuant to Section 512 of the DMCA, it is the Company's policy to terminate the account of repeat copyright infringers in appropriate circumstances.

Notices under this Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to the Company, such notices shall be sent to Aabaco Small Business, LLC, 2600 Tower Oaks Blvd, Suite 700, Suite 500 East, Rockville, MD 20852, USA. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. The Company may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to You generally on the Service.

The Agreement and the relationship between You and the Company shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions, and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. You and the Company agree to submit to the personal jurisdiction of the courts located within Delaware. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

The Company will not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet.

You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of the Company, and any attempted assignment or delegation without such consent will be void. The Company may assign this Agreement, and all rights granted to it hereunder, in whole or part. The Company also may delegate the performance of Services to third parties, including affiliates and Third Party Vendors. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

Notwithstanding the foregoing, You are permitted to sell Your Store to a third party, provided that all of the following occur: (a) You assign all rights and obligations under this Agreement to such third party receiving the Store, (b) You give prior written notice to the Company, (c) You provide the Company evidence, in the form and manner requested by the Company, that such third party has agreed to and has accepted all obligations under this Agreement, and (d) such third-party assignee has provided the Company with all information requested by the Company, and such information is complete and accurate. Should You attempt to sell a Store or assign this Agreement in violation of this Agreement, such attempt will be null and void, and You will remain responsible for all obligations and liabilities under this Agreement, Your Store, and the Services.

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Company and You. Neither the Company nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein. Except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

This Agreement constitutes the entire agreement between You and the Company and governs Your use of the Services. If any provision of this Agreement or incorporated documents is found by a court of competent jurisdiction to be invalid, the other provisions of this Agreement remain in full force and effect to the maximum extent permitted by applicable law. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred. The section titles and headings in the Agreement are for convenience only and have no legal or contractual effect.

1. Purpose

These Merchant Pricing Terms & Conditions (“Terms”) govern the pricing proposal provided by Turbify Payments (“Turbify”) and establish the information required to determine merchant processing fees. The objective of these Terms is to ensure that pricing accurately reflects the Merchant’s transaction profile and underlying payment processing costs.

2. Information Required for Pricing

To determine the most accurate pricing, the Merchant agrees to provide complete and accurate historical payment processing information.

The preferred documentation includes:

The Merchant represents that all information provided is accurate and complete to the best of its knowledge.

3. Near-Final Pricing

Where the Merchant provides all required documentation, including a minimum of three (3) months of interchange reports and processing statements, Turbify will perform a detailed transaction cost analysis.

Based on this analysis, Turbify will issue a pricing proposal that closely reflects the Merchant’s expected processing costs.

Pricing generated under these conditions is considered a Near-Final Pricing Proposal and is expected to closely align with the Merchant’s actual processing costs, subject to the accuracy and completeness of the information provided.

4. Competitive Blended Pricing

If the Merchant is unable to provide interchange reports, sufficient transaction-level data, or other required information, Turbify may, at its sole discretion, provide a Competitive Blended Pricing Proposal.

This proposal may be calculated using one or more of the following:

The Merchant acknowledges that Competitive Blended Pricing is an indicative commercial offer and does not represent the Merchant’s actual processing costs.

5. Pricing Assumptions

Where pricing is based on estimated information, Turbify may make commercially reasonable assumptions regarding:

Actual processing costs may differ if these assumptions vary from the Merchant’s live transaction profile.

6. Post-Onboarding Pricing Review

Where a Merchant has been onboarded under a Competitive Blended Pricing Proposal, Turbify will conduct a pricing review after the Merchant has processed approximately three (3) months of live transaction data.

The review may include analysis of:

7. Final Pricing

Following completion of the three-month transaction review, Turbify may issue the Merchant with a Final Pricing Proposal.

Where the actual transaction profile materially differs from the assumptions used in the initial pricing proposal, Turbify reserves the right to adjust pricing to accurately reflect the Merchant’s actual processing costs.

Any revised pricing will be communicated to the Merchant prior to becoming effective.

8. Material Variance

A pricing review may result in revised pricing where Turbify determines that there is a material difference between the estimated assumptions and the Merchant’s actual processing profile, including but not limited to:

9. Merchant Acknowledgement

By accepting a pricing proposal, the Merchant acknowledges and agrees that:

10. Limitation of Pricing Proposal

A pricing proposal does not constitute a guarantee of future processing costs.

Actual processing fees may vary due to changes including, but not limited to:

Turbify reserves the right to update pricing where such changes materially impact the cost of providing payment processing services.

11. Acceptance

By accepting the pricing proposal or executing the applicable Merchant Agreement, the Merchant confirms that it has read, understood, and agrees to these Merchant Pricing Terms & Conditions.