PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CHECKING “I AGREE” BELOW.
YOU ARE ABOUT TO ENTER INTO AN AGREEMENT (THIS “AGREEMENT”) BY CHECKING “I AGREE” BELOW. THIS AGREEMENT IS INTENDED TO SET FORTH THE BASIC TERMS AND CONDITIONS BETWEEN YOU AND NACHA - THE ELECTRONIC PAYMENTS ASSOCIATION (“NACHA”). BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND ACCESSING WWW.NACHA.ORG OR ANY SUB-COMPONENT THEREOF (THE “SITE”), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOU AGREE THAT NACHA MAY MAKE AGREEMENTS WITH YOU BY ELECTRONIC MEANS AND THAT SUCH AGREEMENTS HAVE THE SAME LEGAL EFFECT AS AGREEMENTS ENTERED INTO ON PAPER AND ARE AUTHENTIC AND VALID.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST [CLICK THE “DO NOT ACCEPT” BUTTON OR] CLOSE YOUR BROWSER SESSION. YOUR NON-ACCEPTANCE OF THIS AGREEMENT OR ANY MODIFICATION WILL MEAN THAT YOU WILL NOT BE ABLE TO UTILIZE PORTIONS OF THIS SITE THAT REQUIRE REGISTRATION.
Use of the Site
NACHA grants you the right to access the Site via the Internet free of charge solely for your organization’s own internal purposes. You may view and download displayed materials, provided that you do not remove any copyright, trademark and/or other proprietary notices shown on the materials. This license is personal to you. You may not transfer or assign your rights under this license to anyone else. NACHA reserves the right to revoke this license at any time for any reason.
You may use the Site for lawful purposes only. You are prohibited from using the Site in a manner that would constitute a civil or criminal offense, that unlawfully invades the privacy of another or without their consent, or that involves the use of NACHA’s data, reports or any other information for commercial use or mass distribution. You are prohibited from using or infringing on the intellectual property of NACHA or any third party. You are also prohibited from installing or attempting to install or upload software viruses, mass mailings, chain letters or any form of spam or disruptive technological artifice.
User Generated Content
By uploading information, software or other material (e.g., user-generated content including but not limited to comments and forum messages) onto the Site (each, a “Submission”), you warrant and represent that you own the copyright in such Submission or have received permission from the person or entity who owns the copyright to such Submission. You acknowledge that any Submissions may be edited, removed, modified, published, transmitted and displayed by NACHA and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you. By making a Submission, you are consenting to its display on the site and for related online and offline promotional uses. Submissions made to the Site may also be included in RSS feeds, APIs or made available for republishing through other formats.
You grant NACHA a perpetual, nonexclusive, world-wide, royalty free, sub-licensable license to the Submissions, which includes the right for NACHA or any third party NACHA designates, to display, copy, publish, distribute, transmit, print, excerpt, publicly perform, create derivative works of, host, index, cache, tag, encode, modify, use and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any Submission posted by you on or to the Site. Subject to the grant of this license, you retain any other rights that you may have in such Submission.
You are solely responsible for the content of your Submissions. NACHA reserves the right, but has no obligation, to review and remove any statements, information or materials that are posted by third parties onto the Site or statements, information or materials that are e-mailed by third parties to any other persons that NACHA considers to be inappropriate, defamatory or otherwise objectionable. NACHA is not responsible for statements, information, or material posted or provided by you or any third party.
NACHA prohibits the posting of any libelous, defamatory, abusive, profane, threatening, offensive, obscene, pornographic, anticompetitive or illegal statements, information or materials. NACHA urges its members and Site users to carefully consider any statements about, or concerning the actions of, other organizations or individuals and not to make any disparaging, defamatory, anticompetitive or similar statements in such regard. You agree that you will not threaten or verbally abuse other users of the Site or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam.” Further, NACHA is committed to scrupulously complying with all antitrust laws. NACHA, therefore, reminds all Site users not to undertake any activity that could be construed as a violation of the antitrust laws. NACHA does not condone and will not be responsible for any such statements, information, or materials or resulting liability, including antitrust liability. Any posting, electronic or related discussions, or other conduct or activities must comply with all applicable laws and Site and NACHA standards, policies and procedures. NACHA reserves the right to terminate your access to the Site if you do not abide by these standards, policies and procedures.
All text, images, graphics, photographs, video clips, designs, icons, sounds, information, data, software, the Site and other materials not generated by you (the “Content”) on the Site and NACHA’s Web site are copyrights, trademarks, service marks, trade secrets or other intellectual property or proprietary rights owned or licensed by NACHA, its agents, service providers and/or licensors. You may not remove, modify or obscure any proprietary rights notices that NACHA or its licensors and service providers place on the Site.
You may not distribute, publish, transmit, modify, create derivative works from or in any way exploit any of the Content or the Site for any purpose. Under no circumstances will you obtain any rights, or license, in processes, information or technology described in the Content or in the Site.
Because the Site may be adversely affected by other computer applications and software programs, you agree to maintain reasonable security including antivirus, Internet firewall or other software and/or systems in place to reduce the risk of unauthorized access to your account while you retrieve or post information. If you fail to implement reasonable security measures or allow someone else to access your account without your authorization, you are responsible for any transactions they initiate. NACHA is not required to seek damages from a third party due to your failure to maintain security in your computer or your computer’s Internet connection which has resulted in transactions under your account that you maintain were not authorized.
Online Account Management
You may manage information about your account through the Site. As a registered user on the Site, you will generally be able to access your user profile, review your billing and payment information, obtain information about your previous purchases and maintain your account information.
As part of the registration process and your use of the Site, you may be asked to provide certain information to NACHA. You agree that you will not supply false contact information, impersonate any person or entity or otherwise mislead as to the origin of the information provided by you. You agree to keep the contact information associated with your accounts accurate and complete. The information provided by you may be used to determine eligibility for access to the Site. If the information you have supplied is incorrect or is not up to date, NACHA reserves the right to revoke your access to the Site. You agree that you will not attempt to obtain services by providing false information or accessing an account for which you have no actual authority to access. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution.
When you confirm a purchase transaction on the Site, you agree to be bound by and pay for that transaction. Your total price may include taxes, fees and shipping costs, which you are responsible for paying. Except as otherwise expressly specified, all sales are final. If you order something that becomes unavailable before it can be provided to you, your only remedy is to receive a refund of your purchase price. You may be presented with additional terms related to a specific purchase before you confirm the transaction (such as shipping terms for tangible goods).
Those additional terms will also govern that transaction.
The Site may allow you to make payments using a number of different payment sources, like credit cards and debit cards. When you provide a payment source to NACHA, you confirm that you are permitted to use that payment source. You also authorize NACHA to collect and store it, along with other related transaction information. When you make a payment, you authorize NACHA (and NACHA’s designated payment processor) to charge the full amount to the payment source you designate for the transaction. If you pay by credit or debit card NACHA may obtain a pre-approval from the issuer of the card for an amount up to the amount of the purchase. NACHA will bill your card at the time of purchase or shortly thereafter. If you cancel a transaction before completion, that pre-approval may result in your funds not otherwise being immediately available. If you pay by debit card and your payment results in an overdraft or other fee from your bank, you alone are responsible for that fee.
If you believe that an unauthorized or otherwise problematic transaction has taken place under your account, you agree to notify NACHA immediately so that NACHA may take action to attempt to prevent financial loss. To the fullest extent permitted by law, you waive all claims against NACHA related to payments unless you submit the claim to NACHA within 30 days after the charge. You are responsible for and agree to reimburse NACHA for all reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by NACHA (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted.
Your only remedy for a technical failure or interruption of service is to request that your transaction be completed at a later time.
General Disclaimer and Liability Limitation
The Site provides information and services solely as a benefit and service in furtherance of NACHA’s nonprofit and tax exempt status.
THE SITE, ALL CONTENT AND ANY PRODUCTS OR SERVICES SOLD ON OR THROUGH THE SITE ARE PROVIDED “AS IS,” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NACHA, ITS AGENTS, SERVICE PROVIDERS AND LICENSORS AND THEIR RESPECTIVE AFFILIATES DO NOT WARRANT NOR MAKE ANY REPRESENTATIONS AS TO THE SUITABILITY OF THE SITE, THE CONTENT OR ANY PRODUCTS OR SERVICES SOLD ON OR THROUGH THE SITE FOR ANY PURPOSE. FOR EXAMPLE, NACHA DOES NOT WARRANT THAT ANY CONTENT OR SERVICE PROVIDED WILL BE UNINTERRUPTED OR ERROR- FREE. NACHA DOES NOT GUARANTEE THE AVAILABILITY OF THE SITE. NACHA WILL NOT BE RESPONSIBLE FOR ANY ERRORS OR DELAYS IN THE OPERATION OR TRANSMISSION OF THE SITE OR THE CONTENT.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, REGULATION OR AN EXPRESS WRITTEN AGREEMENT BETWEEN YOU AND NACHA, IN NO EVENT WILL NACHA, ITS AGENTS, SERVICE PROVIDERS OR LICENSORS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE CONTENT OR EQUIPMENT RELATED TO YOUR USE OF THE SITE, PRODUCTS OR SERVICES SOLD ON OR THROUGH THE SITE OR FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA, UNAUTHORIZED ACCESS OR ACQUISITION OF YOUR DATA OR OTHER LOSSES, EVEN IF NACHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THIS LIMITATION OF LIABILITY IS UNENFORCEABLE, IN NO EVENT WILL THE LIABILITY OF NACHA, ITS AFFILIATES OR SUBSIDIARIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, IN CONNECTION WITH THIS AGREEMENT OR THE CONTENT UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED [US$250.00] IN THE AGGREGATE, REGARDLESS OF WHETHER SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU INDEMNIFY AND HOLD NACHA, ITS AGENTS, SERVICE PROVIDERS AND LICENSORS AND THEIR RESPECTIVE AFFILIATES HARMLESS AGAINST ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF REVENUE; LOSS OF USE OF THE SITE, LOSS OF USE OR DAMAGE TO COMPUTER EQUIPMENT OR PRODUCTS OR PROGRAMS, BUSINESS INTERRUPTION, LOSS OF USE OF DATA, PROGRAMS OR EQUIPMENT) ARISING OUT OF YOUR ACCESSING, BROWSING OR USING, OR YOUR INABILITY TO ACCESS, BROWSE OR USE, THE SITE, OR THE CONTENT PROVIDED THROUGH THE SITE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
This Agreement and the rights NACHA grants to you under it are effective from the time that you indicate your acceptance of this Agreement and continue until the Site is no longer active. You may opt to discontinue use of the Site requiring registration at any time by not accessing the Site. If either party terminates this Agreement, your license and access to the Site will also automatically terminate. NACHA may at any time modify or discontinue any aspect or component of the Site. In NACHA’s sole and absolute discretion, NACHA may, without notice, restrict or terminate your use of restricted portions of the Site, user accounts, user IDs or passwords. Any such restriction or termination will not relieve you of obligations incurred and accrued prior to the effective date of such termination.
NACHA may change or add additional features or online services, as appropriate. NACHA shall notify you of any changes to features if NACHA is legally required to do so. By using any new or modified features when they become available, you agree to be bound by the rules concerning these features.
Governing Law and Venue
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts to be fully performed within that Commonwealth. Any dispute arising from these Terms and Conditions shall be finally resolved by the courts of the Commonwealth of Virginia, United States of America. Venue of any court proceeding related thereto shall lie exclusively within the Commonwealth of Virginia.
Except to the extent otherwise required under applicable law, delay in or failure to perform any Site shall be excused if such delay or failure is caused by strike, fire, flood, earthquake, acts of nature, governmental action, failure of suppliers, communications lines failures, power failures, or for any other cause or event beyond NACHA’s reasonable control. In such instances, NACHA agrees to resume performance of affected portions of the Site as soon as commercially feasible to do so.
NACHA reserves the right to modify this Agreement at any time. Your continued use of the Site following the posting of any changes to this Agreement shall mean that you have accepted the changes in their entirety.
If you have a printer, you may print a copy of this Agreement. You can do this by simply clicking on the “Print” button.
Please indicate below your acceptance of this Agreement.
ACCEPTED AND AGREED TO:____________________________