Terms of Service

eZconduit TERMS OF SERVICE

 

These Terms of Service, along with any Order Form signed by the parties (together, the “Terms’) are a legal contract between the customer listed on the Order Form (“You”, ‘Your” or “Customer”) and eZcontribution, LLC (“Us”, “Our” or “We”).  These Terms govern Your use of all the services, platforms, applications and tools provided by the Us, including without limitation, the services made available at www.eZconduit.com (the “Services”). By clicking the “I accept these terms and conditions” button on the sign-up page and/or using the Services, You accept all of these Terms.

 

SERVICES

We will make available to You the eZconduit software as a service application, including but not limited to eCommerce electronic  payment processing services further described on the Order Form (the “Services”) which allow You to accept and track contributions (the “Payments”) from Your donors (“Members”) for political campaigns, committees or conduits or 501(c) Non-Profit organizations.  You may use the Services for managing Your Member Lists, establishing websites, e-mails and other tools for communicating with Members, managing Your campaigns and on-line presence, and administration tools for accepting Payments via ACH, EFT, Credit Card, Check Card, Debit Card and/or Pin-Debit Card (“Permitted Purposes”).  THE SERVICES DO NOT INCLUDE POLITICAL CAMPAIGN CONTRIBUTION COMPLIANCE ADVICE OR ANY REPORTING OR DATA SUBMISSION SERVICES TO GOVERNMENT AGENCIES OR SUCH OTHER RELATED COMPLIANCE OBLIGATIONS WHICH MAY OTHERWISE BE REQUIRED BY LAW AND YOU ARE RESPONSIBLE FOR ALL RECORD KEEPING AS IT RELATES TO MAXIMUM DONATIONS AS PROSCRIBED BY LAW.

 

YOU RESPONSIBILITIES

You represent and warrant: (a)  If You are a legal entity, You are a corporation, limited liability company, partnership or other entity validly existing and organized in the state in which it was created;  (b)  You and/or the person clicking through these Terms on behalf of You have the applicable power to execute and perform these Terms; (c) You will not, directly or indirectly, accept or submit any Payment for processing via the Services that has not been properly authorized by the applicable Member or that stems from, facilitates or furthers any illegal transaction; (d) You are solely responsible for all political campaign contribution compliance related to the Payments and all reporting requirements related thereto; (e) You will be responsible in all respects for identifying, complying and ensuring that the Members are adequately informed of and comply with any and all state and federal rules, regulations and laws governing the Payments processed through or via the Services including, but not limited to, those governing political campaigns such as the Federal Election Campaign Act of 1971 and any similar state and local laws; (f) You are solely responsible for maintaining adequate records of all information regarding payments from Members made via the Services, including, but not limited to, name and contact details from members, payment amounts and any other compliance related data made available from Our services.  You are solely responsible for determining whether any Members have reached any campaign limits under applicable law.  We recommend that You download daily reports of Payments which are made available to You via the Services to assist You with Your compliance obligations.

 

PCI COMPLIANCE

We and Our third party providers have implemented procedures to comply with the Payment Card Industry Data Security Standard Act (“PCI”).  You and all your third party vendors or products that you use to submit Payments via the Services must also comply with PCI.  Your Member list should not include data protected by PCI or other sensitive data such as social security numbers, financial account data or protected health information.  You and your third party vendors may not use the Services to solicit any credit card or payment information other than through approved SSL secured webpages.

 

UNAUTHORIZED ACTIVITIES

Your use of the Services is authorized only for the Permitted Purposes.  For example, You are not authorized to use these Services in any of the following ways:

In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To stalk, harass, or harm another individual;
To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
To interfere with or disrupt these Services or servers or networks used to provide these Services;
To use any data mining, robots, or similar data gathering or extraction methods in connection with these Services;
Share your credentials for using the Services with any third party without Our prior written consent;
Allow access to the Services to any individual or entity other than the entity on whose behalf you entered these Terms;
Post, transmit, promote, distribute, store, or distribute any content or materials that violate the intellectual property rights of any third party;
Attempt to gain unauthorized access to any portion of these Services or any other accounts, computer systems, or networks connected to these Services, whether through hacking, password mining, or any other means;
Post, transmit, promote, distribute, store, or otherwise use the Services or content on or through the Services that could subject You or Us to any liability, including civil, administrative, or criminal liability;
To transmit, store, or facilitate the distribution of content using the Services that is objectionable to a reasonable person or would otherwise be contrary to commonly accepted community standards.
The determination of whether your conduct or content is objectionable or otherwise contrary to commonly accepted community standards will be made by Salsa Labs, in its sole and absolute discretion, or by any appropriate court or administrative agency with the authority to make such determinations.

 

FEES

The fees payable by You to Us in exchange for the Services are described on the Order Form and Fee Schedule and otherwise described herein.  You are responsible for the payment of all taxes, including, but not limited to, sales taxes, but excluding Our income taxes, which are imposed as a result of the transactions contemplated by these Terms, and will promptly reimburse Us upon demand for any such taxes paid.  All invoices will be pre-paid or due upon receipt of invoice.  If You fail to pay timely, You will pay interest at a rate equal to the lesser of one percent (1%) per month, or the maximum rate allowed by law, whichever is less, determined and compounded on a daily basis.

 

TERMINATION OF SERVICES

Either party will be entitled to terminate these Terms prior to the expiration date of the then current Initial or Renewal Term (a) upon a material breach hereof by the other party, so long as the terminating party has given written notice of the breach to the other party, which notice will describe the breach with reasonable specificity, and the other party has not cured such breach within fifteen (15) days after receipt of such notice; or (b) in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, is unable to pay its debts as they mature, becomes subject to a trustee or a receiver, files for voluntary bankruptcy proceedings, or is the subject of an involuntary bankruptcy action which is not stayed within sixty (60) days after filing.

 

Third party banks, Merchant Account and Gateway providers, such as Visa, MasterCard, Discover, American Express, other card issuers and third parties who may be involved with providing the Services, may be subcontractors of We.  Such third parties are subject to applicable electronic payment and credit card association rules (including, but not limited to, PCI Compliance regulations), which among other requirements, give such electronic payments and credit card issuers the ability to investigate the parties involved in processing any Payment and to require termination or modification of these Terms with respect to transactions involving such credit card issuers.  If such third parties require termination or modification of these Terms, You and We agree that these Terms will be automatically terminated or reasonably modified to comply with such requirements as required by such parties.

 

Upon the expiration or termination of these Terms, the Parties will have no further obligations hereunder except for Your obligation to pay for Services rendered prior to the termination date, and as otherwise explicitly set forth herein.

 

INDEMNIFICATION

You hereby releases and agrees to indemnify, defend and hold harmless We, its affiliate, Media Systems Affiliate, Inc., and their respective owners, officers, agents, employees, affiliates, successors, assigns and third-party suppliers (“Our Indemnified Parties”) from and against any and all direct and indirect claims, debts, actions, causes of action, liabilities, losses, suits, demands, fines, penalties, judgments, omissions, damages or expenses whatsoever, including, without limitation, attorneys’ fees and costs and reasonable costs of investigation and defense (collectively “Damages”) incurred by or against We or any of the Our Indemnified Parties due to or arising out of, in connection with, resulting from or relating to (i) any misrepresentations, any breach of the warranties, representations, covenants or agreements contained in these Terms or any violations of, or noncompliance with, any law by You or any of Your shareholders, directors, officers, employees, affiliates, representatives, agents, designated third party access persons, successors or assigns (collectively, the “Your Parties”), or (ii) any intentional, reckless, negligent or other act (or failure to act) of You or any other of the Your Parties, (iii) any Damages resulting from Your failure to identify, comply and educate the Members and ensure the Members or any other of the Your Parties’ compliance with state and federal rules, regulations and laws which may be related to the Payments processed through or via the Services provided hereunder, including, but not limited to, those governing political campaigns such as the Federal Election Campaign Act of 1971; and (iv) any errors made by Your Members or any other of the Your Parties in entering credit card information or related to any unauthorized or fraudulent credit card payments made under these Terms.  Prior to settling any claim for which We is entitled to indemnification hereunder, You will give We an opportunity to participate in the defense and/or settlement of such claim.  You will not settle any such claim subject to this Section 6(a) without Our written consent.

 

INSURANCE

You will maintain and have in effect at all times during these Terms, and for a period of three years thereafter, Commercial General Liability Insurance, providing a limit of at least $5 million and covering liability for bodily injury, property damage, and personal and advertising injury.  Coverage will include the products/completed operations hazard and contractual liability and will cover, at a minimum, suits filed in the United States and in Your country of jurisdiction for claims occurring worldwide.  We will be named as additional insureds under such policy, which will apply as primary and noncontributory insurance with respect to any other program of insurance or self–insurance available to Us or its subsidiaries and affiliates.  The policy will provide a waiver of subrogation against Us and its subsidiaries and affiliates and contain no cross–liability exclusion.  You will provide Us with a certificate of insurance upon Our request.  The certificate will indicate that the insurance may not be cancelled without 30 days’ prior written notice.

 

DISCLAIMERS; LIMITATION OF LIABILITY

EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, WE MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO THE SERVICES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT THERE ARE INHERENT RISKS WITH THE ACCEPTANCE OF ELECTRONIC PAYMENTS AND, EXCEPT AS EXPLICITLY STATED HEREIN, NEITHER WE NOR ITS AFFILIATES, SHALL BEAR ANY RISK WITH RESPECT TO THE PERFORMANCE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY OR RISK ASSOCIATED WITH IDENTITY THEFT, CREDIT CARD FRAUD OR CLAIMS OF UNAUTHORIZED TRANSACTIONS BY MEMBERS.  WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES AND DATA RELATED THERETO WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. WE SHALL NOT BE LIABLE TO YOU, OR TO ANY THIRD PARTY, INCLUDING ANY MEMBER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE SERVICES OR WE’S ACTS OR OMISSIONS OR OTHERWISE.  IN NO EVENT WILL WE BE LIABLE FOR INCIDENTAL, COMPENSATORY, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES.  NOTWITHSTANDING THE FOREGOING, OUR AGGREGATE LIABILITY WITH RESPECT TO THE SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO WE DURING THE THREE MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.  Our sole obligation, and Your sole remedy, in the event that any Services do not conform to the warranties, will be at Our option either of the following: (i) We will re-perform the non-conforming services in a manner which conforms to Section 5, or (ii) We will refund to You the fees paid by You with respect to such Services.

 

CONFIDENTIAL INFORMATION

You acknowledges that all Confidential Information (as defined below) which may be disclosed to it by We will at all times, both during and after expiration or termination of these Terms for any reason, remain the exclusive property of We and that You will not acquire any proprietary interest whatsoever therein.  “Confidential Information” means all of Our trade secrets and all proprietary and business knowledge and information that provides We with a competitive advantage, whether disclosed by We to You orally or in writing, or acquired by You through observation, including, without limitation, all information regarding Our products, technology, inventions, software, new product information and ideas, know-how, services, forecasts, sales methods, customer lists, customer usages, financial information, business plans, strategies and future business relationships, with the exception of such information which:  (a) was already part of the public domain at the time of the disclosure by We; (b) becomes part of the public domain through no fault of You (but only after and only to the extent that it is published or otherwise becomes part of the public domain); (c) was in Your possession prior to the disclosure by We and was not acquired, directly or indirectly, from We or from a third party who was under a continuing obligation of confidence to Us;  or (d) is received (after the disclosure by We) by You from a third party in good faith who did not require You to hold it in confidence and did not acquire it directly or indirectly from We or a third party under a continuing obligation of confidence.  Except as necessary to perform its duties under these Terms, You will not use or disclose any of such Confidential Information, but will care for such information using at least the same degree of care given its own trades secrets and confidential information.  Upon expiration or termination of these Terms for any reason, You will, within 15 days, surrender to Us all plans, drawings, specifications, sketches, pictures, films, tapes, computer disks, literature, samples, documents, other tangible objects and all copies thereof relating to trade secrets and other Confidential Information and all of Our property.  You will be permitted to destroy rather than return all analyses, extracts, and summaries prepared by You which contain Confidential Information, and such destruction will be certified in writing to Us by an authorized officer of You who has supervised such destruction.  Nothing in these Terms will be construed to limit or negate the common or statutory law of torts or trade secrets where it provides Us with broader protection than that provided herein.

 

TRADEMARKS

Nothing in these Terms will be construed to give You any right to use any of Our trademarks (the “Trademarks”) without Our prior written consent, and You agree not to make, or allow any of its affiliates to make, any such use.  Any use of Our Trademarks or other intellectual property will be subject to Our prior written approval in each instance and such restrictions as We may, in its sole discretion, impose from time to time.  We own all right, title, and interest in and to the Trademarks.  You grant to Us a nonexclusive, royalty-free transferable, fully paid worldwide license to use, copy, display, transmit, publish and distribute Your name, logo and trademarks for the sole purpose of providing the Services and for Our own marketing purposes.

 

ASSIGNMENT

Neither party may assign these Terms without the prior written consent of the other party.  Subject to the foregoing, these Terms will inure to the benefit of, and be binding upon, the parties’ successors and assigns.

 

GOVERNING LAW; VENUE

These Terms will in all respects be governed by, and construed in accordance with, the laws of the State of Wisconsin, without reference to conflict of laws principles.  Any and all disputes arising out of or relating to these Terms will be brought, heard, and determined exclusively in the Federal District Court for the Eastern District of Wisconsin or any federal or state court of competent jurisdiction within Waukesha County, Wisconsin.  You consents to personal and subject matter jurisdiction and venue in such courts and waives and relinquishes any right to assert that any action instituted by You in any such court is in the improper venue or should be transferred to a more convenient forum.  The parties acknowledge that all directions issued by the forum court, including injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries.  In the event that a dispute arising out of these Terms is litigated in court, You and We agree that the prevailing party in the dispute is entitled to reasonable attorneys’ fees from the other party.

 

MISCELLANEOUS

These Terms set forth the entire agreement between the parties with respect to the subject matter hereof, and any previous agreement between the parties is superseded hereby and of no further force and effect.  No amendment, modification or supplement of any provision of these Terms or any Exhibit hereto will be valid or effective unless made in writing and signed by duly authorized representatives of both parties to these Terms.  Any of the provisions of these Terms which are determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or enforceability of any of the provisions of these Terms in any other jurisdiction.  Failure or delay of any party to enforce at any time any provision of these Terms will not constitute a waiver of such party’s right thereafter to enforce each and every provision of these Terms.  Neither party will be liable for any default or delay in performance of its obligations hereunder (excluding any obligation to make timely payments as provided hereunder) to the extent the same is attributable to events beyond the reasonable control of such party, including, without limitation, acts of God, acts of public enemies, civil commotions, embargoes, epidemics, quarantine restrictions, floods, fires, earthquakes, unusually severe weather conditions, strikes, labor disputes, accidents, mechanical breakdowns and governmental actions.  You are an independent contractor and neither You nor any of its employees or agents will be considered an employee or agent of We.  Neither You nor any of its employees or agents is authorized to incur any obligations or make any promises or representations on Our behalf.

 

CONTACT INFORMATION

If you have any questions about these Terms or need a contact, please contact support@oscompanies.com or click here for our contact form.