Terms of Service
These Terms of Service are a contract between you and TermSync (“TermSync” or “we,” “our,” “us,” or the like) and applies to your use of the Service. By using the Service, you agree with and accept all of the terms and conditions contained in these
We may amend these Terms of Service at any time by posting a revised version on the Site. The revised version will be effective at the time we post it. We last modified these Terms of Service on September 28, 2011.
This is an important document that you must consider carefully when choosing whether to use the Service at any time. These Terms of Service also highlight certain risks related to using the Service.
These Terms of Service contain nine sections, and you may jump directly to any section by selecting the appropriate link below. The headings and subheadings below are for reference only and do not limit the scope of each section. Capitalized terms not earlier defined in the text of these Terms of Service have the meanings attributed to them in Section 9.
- Description of the Service and Our Relationship With You
- Eligibility, Types of TermSync Accounts, and Users
- Closing Your TermSync Account, Disclaimers, and Indemnification
- Restricted Activities
- Your Liability – Actions We May Take
- Certain Definitions
1. Description of the Service and Our Relationship With You.
1.1. General Description of the Service. TermSync provides a service through the Site that aims to simplify the payment process of business to business (“B2B”) and business to consumer (“B2C”) transaction processing (the “Service”). We provide access to a platform for both those who sell a product or service (the “Vendor”) and those who pay for such product or service (the “Customer”). Once both the Vendor and the Customer have agreed to use the Service for payment of a B2B or B2C transaction between them, the Vendor initiates transactions using the Service by submitting the Customer invoice information through the Site or by providing TermSync with invoice information via email in a specified format. The Customer is then presented with payment options through the ACH network. The date listed on the Site when payment is due for a particular transaction is referred to as the “Pay Date.” TermSync will normally remit payment to the Vendor within three business days after debiting the Customer’s account.
1.1.2. Early Pay Incentives. The Service enables Vendors to provide incentives to Customers to pay prior to the Pay Date. The Vendors control the terms of early payment incentives, if there are any. If the Customer is eligible for an early pay incentive, the invoice or payment detail pages will include the details of any applicable early pay incentives. In the event that the Customer is entitled to an early pay incentive, the Customer’s Deposit Account is automatically debited the invoice amount, less the applicable early pay incentive, after the Customer makes the early payment. If the Customer does not meet the applicable early pay incentive requirements, the Customer is not entitled to the early pay incentive.
1.2. TermSync is a Service Provider; Grant of Right to Use the Service. TermSync offers the Service through the Site that enables Vendors and Customers to more effectively and efficiently manage the payment for their B2B and/or B2C transactions. TermSync is not a collection agency. TermSync does not resolve or attempt to resolve payment disputes or disagreements between Vendors and Customers. It is a Vendor’s obligation to collect all money to which Vendor believes it is entitled. The Service is only to be used for collection of amounts that are not in dispute. Subject to the foregoing and the other terms and conditions contained in these Terms of Service, TermSync hereby grants you a nonexclusive, nontransferable, revocable, right to use the Service, solely for your own internal business purposes. All rights not expressly granted to you are reserved by TermSync and its licensors. You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (b) modify or make derivative works based upon the Service or the Content; or (c) create an Internet “frame” or “mirror” any Content on any other server or wireless or Internet-based device.
1.4. Identity Authentication. For security and privacy measures, you hereby authorize TermSync, directly or through third parties, to make any inquiries we consider necessary to validate your identity from time to time. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments or accounts, ordering a credit report and verifying your information against third party databases or through other sources. You represent and warrant that you and the other entity with whom you are transacting through the Service are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom we are legally prohibited to provide the Service.
1.5. Intellectual Property. TermSync (and its licensors, if applicable) retains exclusively all right, title, and interest, including all related Intellectual Property Rights, in and to the TermSync Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service. These Terms of Service are not a sale and do not convey to you any rights of ownership in or related to the Service, the TermSync Technology or the Intellectual Property Rights owned by TermSync. TermSync’s name, TermSync’s logo, and the product names associated with the Service are trademarks of TermSync or third parties, and no right or license is granted to use them by virtue of these Terms of Service.
1.6. TermSync Account Information and Your Data. TermSync does not own your data. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and intellectual property ownership or right to use your data. TermSync reserves the right to withhold, remove, and discard your data from the Site without prior notice for your breach of these Terms of Service. Upon such a termination, your right to access or use your data with the Service immediately ceases, and TermSync will have no further obligation with respect to your data.
1.7. Transaction Information. You may view your transaction information and history by logging into your TermSync Account and looking at your TermSync Account activity. You hereby consent and agree to review your transactions through your TermSync Account instead of receiving periodic statements by mail.
1.8. TermSync Review. TermSync reserves the right to cancel a transaction at any time for any reason. TermSync will promptly notify both Vendor and Customer via email if such a cancellation occurs.
1.9. Compliance with Laws by TermSync. TermSync shall use its best efforts to comply with applicable federal, state, and local laws, rules and regulations in providing the Service. TermSync shall take steps to ensure that the financial institutions it uses in providing the Service comply with the applicable federal, state, and local laws, rules and regulations. TermSync is not responsible, however, for any noncompliance by such financial institutions.
2. Eligibility, Types of Accounts, and Users.
2.1. Eligibility. We will only process United States transactions between accounts within the United States.
2.2. Vendor and Customer TermSync Accounts. We offer two different types of TermSync Accounts: accounts for Vendors and accounts for Customers. You may have both an account as a Vendor and an account as a Customer.
2.3. Users. Each TermSync Account must have at least one User designated to act on your business’s behalf. The number of permitted Users per account is determined by the type of account and the level of service. In addition, you must designate one User as “Bank Authorizer,” with the authority to sign the ACH authorization form that grants TermSync the right to perform debit and credit transactions from your Deposit Account. You shall (i) notify TermSync immediately of any unauthorized use of any password or TermSync Account or any other known or suspected breach of security of a TermSync Account; and (ii) report to TermSync immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users.
3. Customers. The following provisions are applicable to Customers:
3.1. Paying Limits. TermSync may, at its discretion, or at a Customer’s request impose limits on the amount of money that can be sent through the Service by a Customer in a given transaction. A Customer may view its sending limits, if any, by logging into its TermSync Account and clicking on the Company Information tab.
3.2. ACH Network. Each Customer shall ensure that it has submitted a current and up-to-date ACH authorization to TermSync. If a Customer’s banking information or other ACH authorization information changes, Customer shall immediately prepare and send TermSync an updated ACH authorization. Customer is responsible for any fees, charges, or penalties that result from Customer’s failure to provide a timely updated ACH authorization.
3.3. Approval of Vendors. Each Customer’s Bank Authorizer shall approve electronically through the Site all Vendors to whom such Customer authorizes payments through the Site or provide a separate ACH authorization for each Vendor not electronically approved on the site. TermSync will not withdraw any funds from a Customer’s Deposit Account for Vendors that have not been electronically approved or provided a separate ACH authorization completed by Customer’s Bank Authorizer. Once this approval is granted, Customer funds for each future invoice submitted by an approved Vendor will be withdrawn from Customer’s Deposit Account on the Pay Date.
3.4. Fees and Credits. Fees will be determined based on a separate agreement signed by both the Customer and TermSync. If no such agreement is signed, there shall be no charge to the Customer for TermSync services.
4. Vendors. The following provisions are applicable to Vendors:
4.1. Receiving Limits. TermSync may, at its discretion, impose limits on the amount of money that may be received per transaction through the Service. A Vendor may view its receiving limit, if any, by logging into its TermSync Account and clicking on the Company Information tab.
4.2. ACH Network. Each Vendor shall ensure that it has submitted a current and up-to-date ACH authorization to TermSync. If a Vendor’s banking information or other ACH authorization information changes, Vendor shall immediately prepare and send TermSync an updated ACH authorization. Vendor is responsible for any fees, charges, or penalties that result from Vendor’s failure to provide a timely updated ACH authorization. TermSync shall transmit and process the applicable transactions initiated by the Vendor through the Site in accordance with the National Automated Clearing House Association (“NACHA”) as currently in effect and as amended from time to time (the “Rules”) which are found at www.fms.treas.gov/ach. Vendor agrees to comply with the Rules in addition to the provisions contained in this Agreement. Vendor agrees to assume the responsibilities of an “Originator” under the Rules.
4.3. Entering Invoice Information. For invoices that Vendor desires to use the Service, Vendor shall enter all pertinent invoice information into the Site or email TermSync appropriate data files. Vendor shall submit to TermSync only invoice information to which Vendor has a valid legal claim from Vendor’s Customers. TermSync will only process a Vendor’s invoice information for Customers who have provided TermSync with a signed current ACH authorization form in a form acceptable to TermSync.
4.4. Receivables Authorization. Vendor hereby authorizes TermSync to collect on behalf of Vendor via ACH for all accounts receivable entered into the Site by or on behalf of Vendor.
4.5. Fees. Vendor shall pay all fees and charges in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Once services are purchased, all payment obligations are non-cancelable and all amounts paid are nonrefundable. The current fee schedule for Vendor is included in a separate agreement signed by both Vendor and TermSync. Additional fees may be included on the ACH Authorization signed by the Vendor. The fee and charge schedule may be updated from time to time by TermSync. TermSync shall deduct from Customer payments to Vendor any Customer early pay discounts, if applicable, at the time the ACH payment is made to Vendor for such transaction. All other fees and charges, if any, are deducted via ACH by TermSync from the Vendor’s Deposit Account on or around the fifth business day of the month following the month in which they were incurred. Fees for other services will be charged on an as-quoted or as-published basis. TermSync’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Vendor is responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on TermSync’s income.
4.6. Risk of Reversals. When a Vendor receives a payment, the Vendor is liable to TermSync for the full amount of the payment plus applicable fees and penalties, if the payment is later invalidated or reversed for any reason. Each Vendor agrees to allow TermSync to recover any such amounts due to TermSync by debiting such Vendor’s Deposit Account. If there are insufficient funds in such Deposit Account to cover the liability, Vendor agrees to reimburse TermSync through other means immediately upon demand.
4.7. Taxes. Vendor is responsible to determine what, if any, taxes apply to the payments Vendor makes or receives. Vendor shall collect, report and remit the correct tax to the appropriate taxing authority. TermSync is not responsible for determining whether taxes apply to any transaction, or for collecting, reporting or remitting any taxes arising from any transaction. Vendor shall indemnify TermSync for all such taxes upon demand.
5. Closing Your TermSync Account, Disclaimers, and Indemnification.
5.1. Closing Your TermSync Account. You may close your TermSync Account at any time by contacting us at 608-316-8380. We will not refund any prepaid portion of the fees for the Services if you terminate for convenience, and we will charge the usage fees through the effective date of termination. We may close your TermSync Account for convenience at any time on at least thirty (30) days prior notice.
5.2. Disclaimer of Warranties. TermSync and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, availability, accuracy, or completeness of the Service or any Content. TermSync and its licensors do not represent or warrant that (a) the use of the Service will be uninterrupted, error-free or operate in combination with any other hardware, software, system, or data; (b) the Service will meet your requirements or expectations; or (c) the Service or the servers that make the Service available are free of viruses or other harmful components. THE SERVICE AND ALL CONTENT IS PROVIDED STRICTLY ON AN ÒAS ISÓ BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TermSync disclaims any responsibility for errors, acts or failures to act of others, including, and among other entities, banks, communications carriers or clearing houses through which entries may be originated or TermSync receives or transmits information, and no such entity will be deemed TermSync’s agent. You agree not to assert a claim to the contrary for any of the foregoing.
5.3. Internet Delays. TermSync shall use reasonable efforts to maintain the Service. HOWEVER, THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, AND BANKING AND FINANCIAL SYSTEMS. TermSync IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
5.4. Indemnification. Notwithstanding any prior TermSync Account closure or the termination or suspension of the Service, you shall indemnify and defend TermSync, and its licensors, contractors, and affiliates, and their respective officers, directors, agents, attorneys and employees, upon demand against any and all liabilities, losses, damages, claims, settlement payments, costs and expenses, litigation expenses, reasonable attorney fees, interest, awards, judgments, fines, fees, penalties, and other charges, arising out of or relating to your misrepresentation or breach of warranty or covenant contained in these Terms of Service.
5.5. Limitation on Damages.
5.5.1. Punitive and Consequential Damages. No party will be entitled to or awarded punitive, consequential, or other damages not measured by the prevailing party’s actual direct damages (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE).
5.5.2. Time Limitation. A party desiring to assert a claim under or pursuant to these Terms of Service shall do so no later than twelve (12) months after the controversy or claim arose. Failure to timely initiate a proceeding or action constitutes both an absolute bar to the commencement of such proceeding or action with respect to the controversy or claim, and a waiver of the controversy or claim.
5.5.3. Cap. The maximum amount of damages you may be entitled to may not exceed the amounts you paid to TermSync in the then most-recent twelve months, less any previously paid damages by TermSync to you.
6. Restricted Activities.
In connection with your use of the Site, your TermSync Account, or the Service, or in the course of your interactions with TermSync or another User, you shall not do any of the following:
6.1. Breach or otherwise violate these Terms of Service, a policy on the Site, or any other agreement that you have entered into with TermSync.
6.2. Violate any law, statute, ordinance, or regulation, including, without limitation, those governing financial services or transactions, consumer protections, unfair competition, anti-discrimination or false advertising.
6.3. Infringe TermSync’s or any third party’s copyright, patent, trademark, trade secret or other Intellectual Property Rights, or rights of publicity or privacy.
6.4. Sell or purchase or otherwise convey or receive counterfeit or illegal goods or services.
6.5. Act in a manner that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing.
6.6. Provide or submit false, inaccurate or misleading information.
6.7. Send or receive what we reasonably believe to be potentially fraudulent funds.
6.8. Refuse to cooperate in an investigation or provide confirmation of your identity or any other information you provide to us.
6.9. Control an account that is linked to another account that has engaged in any of these restricted activities.
6.10. Conduct your business or use the Service in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to TermSync, a User, a third party or you.
6.11. Access the Service or the Site from a country outside of the United States.
6.12. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
6.13. Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information on the Site, related to the Service, or involving the TermSync Technology.
6.14. Use any robot, spider, other automatic device, or manual process to monitor or copy the Site, the Service, or the TermSync Technology, without our prior written permission.
6.15. Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our Site or the Service.
6.16. Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers.
6.17. Share User licenses between more than one individual; provided that you may reassign from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service on your behalf.
7. Your Liability – Actions We May Take.
7.1. Your Liability. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by TermSync, another User, or a third party caused by or arising out of your breach of these Terms of Service.
7.2. Reimbursement for Your Liability. In the event that you are liable for any amounts owed to TermSync, you hereby authorize TermSync to immediately collect such amounts from your Deposit Account. If you do not have a balance that is sufficient to cover your liability, you shall immediately add funds to your Deposit Account. If you do not do so, TermSync may engage in collection efforts to recover such amounts from you.
7.3. Nonpayment and Suspension. In addition to any other rights granted herein or provided by law or equity, we reserve the right to suspend or terminate your access to the Service if your TermSync Account becomes delinquent. Delinquent invoices and accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees. We reserve the right to impose a reconnection fee in the event your TermSync Account is suspended and thereafter you request access to the Service.
7.4. Actions by TermSync. If we have reason to believe that you have engaged in any restricted activities, we may take various actions to protect TermSync, another User, or a third party from reversals, chargebacks, claims, fees, fines, penalties and any other liability or damage. The actions we may take include, but are not limited to, any one or more of the following:
7.4.1. We may close, suspend, or limit your access to your TermSync Account, the Site, or the Service;
7.4.2. We may update inaccurate information you provided us;
7.4.3. We may refuse to provide you the Service in the future; and
7.4.4. We may take legal action against you.
7.5. TermSync Account Closure, Termination of Service, or Limited TermSync Account Access. If we close your TermSync Account or terminate your use of the Service for any reason, we will provide you with notice of our actions. If we limit access to your TermSync Account, we will provide you with notice of our actions and the opportunity to request restoration of access, if appropriate.
8.1. Entire Agreement. These Terms of Service including the terms on the Site referenced herein constitute our entire and final agreement. You have not relied upon any statement, representation, warranty, or agreement of any other party except for those expressly contained herein.
8.2. Assignment; Delegation. Without the prior written consent of TermSync, you shall not (i) assign, whether voluntarily or involuntarily, by merger, consolidation, dissolution, change of control, or otherwise, these Terms of Service or any of your rights under these Terms of Service, nor (ii) delegate any performance under these Terms of Service. Any purported assignment of rights or delegation of performance in violation of this section is void.
8.3. Successors and Assigns. These Terms of Service bind and benefit the parties and their respective permitted successors and assigns.
8.4. Governing Law; Jurisdiction; Forum. The laws of the State of Wisconsin govern all matters arising out of or relating to these Terms of Service, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such State’s conflicts of law principles or rules of construction concerning the draftsman hereof. The parties hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located in Dane County, Wisconsin for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, which courts are the exclusive forums for any such suit, action, or other proceeding.
8.5. Force Majeure. If a Force Majeure Event occurs, the party unable to perform (the “Nonperforming Party”) is excused from performing whatever is hindered, delayed or impeded by the Force Majeure Event and satisfying whatever conditions precedent to the performing party’s obligations that cannot be satisfied, to the extent they cannot be satisfied. When the Nonperforming Party is able to resume performance of its obligations under these Terms of Service, or satisfy the conditions precedent to the performing party’s obligations, it shall immediately do so. The relief offered by this section is the exclusive remedy available to the parties with respect to a Force Majeure Event.
8.6. Severability. If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms of Service will not be affected or impaired.
8.7. Notices. Except those communications designed to be delivered through the Site as contemplated elsewhere in these Terms of Service, to be effective, any notice, consent, or communication required or permitted to be given in connection with these Terms of Service must be in writing and personally delivered or sent by messenger, fax, overnight courier, or certified mail and addressed to the applicable party, attention to Bank Authorizer in the case of a Customer or a Vendor to the contact information last provided to TermSync and attention to President in the case of TermSync at the contact information page. All notices, consents, and communications are deemed delivered and received by the receiving party (i) if personally delivered or delivered by messenger, on the date of delivery or on the date delivery was refused, (ii) if delivered by fax transmission, upon receipt of fax confirmation of the party transmitting such fax, or (iii) if delivered by overnight courier or certified mail, on the date of delivery as established by the return receipt, courier service confirmation, or similar documentation (or the date on which the courier or postal service, as applicable, confirms that acceptance of delivery was refused or undeliverable).
8.8. Headings. The descriptive headings of the articles, sections, and subsections of these Terms of Service are for convenience of reference only. They do not constitute a part of these Terms of Service and do not affect its construction or interpretation.
9. Certain Definitions.
9.1. “ACH” means the Automated Clearing House network.
9.2. “Content” means the audio and visual information, documents, software, products, and services contained or made available to you in the course of using the Service.
9.3. “Deposit Account” means the bank account used by a Vendor or Customer to send or receive funds in connection with the Service.
9.4. “Force Majeure Event” means any act or event, whether foreseen or unforeseen, natural or man-made or created, that (a) substantially hinders, delays or impedes the Nonperforming Party, in whole or in part, from either performing its obligations under these Terms of Service or satisfying any conditions to the obligations of another party under these Terms of Service, and (b) is beyond the reasonable control of and not the fault of the Nonperforming Party.
9.5. “Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of a similar nature anywhere in the world.
9.6. “TermSync Account” means an account accessed through the Site to use the Service as a Vendor, Customer, or both.
9.7. “TermSync Technology” means all of TermSync’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to User by TermSync in providing the Service.
9.8. “Site” means http://www.termsync.com/ or any successor site designated by TermSync from time to time from which the Service is to be provided.
9.9. “User” means a person using the Service on behalf of a holder of a TermSync Account.