User Agreement for InspirePay™ Service
This User Agreement (“Agreement”) is a contract between you and Inspire Pay, LLC (“InspirePay™”) and applies to your use of InspirePay™’s Services. You must read, agree with and accept all of the terms and conditions contained in this Agreement.
We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. If the revised version includes a revision to any fees, we will provide you with 30 Days’ prior notice of such change. We last modified this Agreement on December 19, 2011.
- Our Relationship With You
- Eligibility and Types of Accounts
- Restricted Activities
- Your Liability – Actions We May Take
- Errors and Unauthorized Transactions
- Disputes with InspirePay™
- General Terms
1. Our Relationship With You.
1.1 What We Provide. InspirePay™ is a forward-facing interface to your Payment Service Provider that links customer invoices and payments to one or more merchant accounts that you have designated to make payment personalized and easy.
When you first register with InspirePay™, you will be asked to enter information about you and/or your company along with at least one and up to three merchant accounts (“Merchant Account(s)”) that are configured to receive payments.
Thereafter, InspirePay™ provides you with a customized payment request page (“Payment Page”) that permits you to send payment request to your customers, partners or other third parties. When the recipient receives the request, they will be directed to visit your customized Payment Page, which sets forth your identity as the person or entity requesting the payment, the amount being requested and the date such payment is due. Once appropriate payment information is submitted, InspirePay™ initiates a funds request from their designated financial account (generally a credit or debit card) into your designated Merchant Account(s).
The InspirePay system does allow the paying party to alter the amount of money being paid from the amount being requested in a similar manner that a person has the freedom to write a check for a different amount than a paper invoice.
1.3 Intellectual Property. “InspirePay.com”, “InspirePay™”, and all related logos, products and services described in our website are either trademarks or registered trademarks of InspirePay™ or its licensors. You may not copy, imitate or use them without InspirePay™’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of InspirePay™.
2. Eligibility and Types of Accounts.
2.1 Eligibility. To be eligible for our Services, you must be at least 18 years old.
2.2 Identity Authentication. You authorize InspirePay™, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report and verifying your Information against third party databases or through other sources.
For so long as InspirePay™ is a beta offering, we will not be charging you any fees for using the Service. We agree to notify you thirty (30) days prior to adjusting or modifying our fees.
4. Restricted Activities.
In connection with your use of our website, you will not:
- Violate any law, statute, ordinance, or regulation;
- Infringe InspirePay™’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- Use InspirePay™ to sell counterfeit goods, conduct illegal or immoral activities—in each case based on our absolute discretion.
- Provide false, inaccurate or misleading Information;
- Send or receive what we reasonably believe to be potentially fraudulent funds;
- Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
- Control an Account that is linked to another Account that has engaged in any of these Restricted Activities.
- Use your Account or the Services in a manner that InspirePay™, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;
- Access the Services from a country that is not included on InspirePay™’s permitted countries list.
- Send unsolicited email to a User or use the Services to collect payments for sending, or assisting in sending, unsolicited email to third parties; or
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
5. Your Liability.
5.1 Your Liability. You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by InspirePay™, an InspirePay™ User, or a third party, caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse InspirePay™, a User, or a third party for any and all such liability.
5.2 Actions by InspirePay™. If we have reason to believe that you have engaged in any Restricted Activities, we may take various actions to protect InspirePay™, a User, a third party, or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability including, without limitation, terminating this Agreement, access to its website, or access to the Service for any reason and at any time upon notice to you.
6. Errors and Unauthorized Transactions.
6.1 Identifying Errors and/or Unauthorized Transactions. You can inspect your transaction history at any time via your merchant service provider’s gateway. It is very important that you immediately notify InspirePay™ if you notice any suspicious account behavior.
6.2 Notifying InspirePay™. To notify us if you believe there has been or will be an error or unauthorized transaction on your Account, call InspirePay™ Customer Service at (888) 400-4-PAY, or write to InspirePay™ at 423 Concord Avenue, Boulder, CO 80304.
6.3 Error Correction. If we discover a processing error, we will use reasonable commercial efforts to rectify the error.
7. Disputes with InspirePay™.
7.1 Contact InspirePay™. If a dispute arises between you and InspirePay™, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and InspirePay™ regarding our Services may be reported to Customer Service online through the InspirePay™ Help Center at any time, or by calling (888) 400-4-PAY from 9 AM to 5PM Mountain Time.
7.2 Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
7.3 Law and Forum. Except as otherwise agreed by the parties or as described in section 7.2 above, you agree that any claim or dispute you may have against InspirePay™ must be resolved by a court located in Boulder, Colorado. You agree to submit to the personal jurisdiction of the courts located within Boulder, Colorado for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of Colorado, without regard to conflict of law provisions.
7.4 Improperly Filed Litigation. All claims you bring against InspirePay™ must be resolved in accordance with section 7 of this Agreement. All claims filed or brought contrary to section 7 shall be considered improperly filed a breach of this Agreement. Should you file a claim contrary to section 7, InspirePay™ may recover attorneys fees and costs (including in-house attorneys and paralegals) up to $10,000.00 USD, provided that InspirePay™ has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
7.5 No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
7.6 Limitations of Liability. IN NO EVENT SHALL WE, OUR PARENT, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE ACTUAL AMOUNT OF DIRECT DAMAGES OR ONE HUNDRED DOLLARS ($100).
7.7 NO WARRANTY. INSPIREPAY™, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. INSPIREPAY™, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. InspirePay™ does not have any control over the products or services that are paid for with our Service and InspirePay™ cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction or is authorized to do so. InspirePay™ will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner.
7.8 Indemnification. You agree to defend, indemnify and hold InspirePay™, its parent, officers, directors and employees harmless from any claim or demand (including attorneys fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.
7.9 Release of InspirePay™. If you have a dispute with one or more Users, you release InspirePay™ (and our officers, directors, agents, joint ventures and employees) from any and all Claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
You may not transfer or assign any rights or obligations you have under this Agreement without InspirePay™’s prior written consent. InspirePay™ reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. You agree that InspirePay™ may provide notice to you by posting it on our website or emailing it to the email address listed in your Account. Such notice shall be considered to be received by you within 24 hours of the time it is posted to our website or email to you. Notice to InspirePay™ must be sent by postal mail to: InspirePay™, 423 Concord Avenue, Boulder CO 80304. This Agreement sets forth the entire understanding between you and InspirePay™ with respect to the Service. Sections 1, 5, 7 and 8, as well as any other terms which by their nature should survive, will survive the termination of this Agreement.