Access to and use of the website at orionps.com, and all content, software, materials, and other information provided thereon (collectively, the “Site”), or of the services offered by or through the Site (the “Services”) is subject to the following Terms and Conditions of Use (the “Terms”) established by Orion Payment Systems Inc., a Texas corporation, (“ORION”) as well as all applicable laws. By accessing or using the Site or the Services, you accept the Terms without limitation or qualification. ORION may at any time revise these Terms, which revised Terms shall become effective upon their posting to the Site. You are bound by such revised Terms and should therefore review these Terms from time to time. If you do not agree to these Terms, or to any changes thereto as they occur, you must immediately discontinue using the Site and the Services. ORION reserves the right, without notice and for any reason, to remove any content or information from the Site, and to deny access to the Site or Services to any user(s). ORION also reserves the right to seek all remedies available at law and in equity to enforce these Terms.
Intellectual Property Rights
The Site and the Services are protected by copyright and other applicable intellectual property laws. Subject to these Terms, ORION grants you a non-exclusive, revocable, non-transferable, limited right to access, use and display this Site and to use the Services, solely for your personal and internal business purposes. Unless otherwise specified, you may not modify, copy, download, distribute, transmit, display, perform, reproduce, publish, create derivative works from, transfer, or sell any elements of this Site or the Services. However, you may print the results of your use of this Site and the Services and may copy such printouts, provided that: (i) you retain all copyright and proprietary rights notices contained in such materials; and (ii) you use such printouts and copies only as permitted by these Terms.
You agree not to: (i) violate ORION’s rights or the rights of any third party who may contribute data or information to the Site or Services; (ii) attempt to copy or download any software from the Site; (iii) use the Services or any data or information contained therein for any unlawful purpose; (iv) allow anyone else to access or use this Site or the Services through your subscription, user name or password; or (v) interrupt, or attempt to interrupt, the operation or availability of this Site or the Services in any way. All rights not expressly granted herein are expressly reserved by ORION.
Any product, service, program, or technology described on the Site may be the subject of other intellectual property rights owned by ORION or other third parties. The content of the Site is either the property of, or used with permission by, ORION. Use of the Site by you or other third parties other than as expressly authorized by these Terms is prohibited unless expressly permitted by ORION. Any unauthorized use of the Site may violate intellectual property laws, privacy laws, and/or other applicable laws, rules, and/or regulations. The trademarks, logos, trade names and service marks (collectively “Marks”) displayed on the Site are registered and unregistered Marks owned by ORION, its affiliates, and third parties. Nothing on the Site or in these Terms should be construed as granting any license or right to use any Mark displayed thereon without the written permission of ORION or such third party that may own such Mark. Misuse of any Marks, or any other content, displayed on the Site or used by ORION in connection with the Services is prohibited.
Disclaimer of Warranties and Limitation of Liability
ORION AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE EQUITY HOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “ORION GROUP”) MAKE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, AVAILABILITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU, THE USER. ORION DOES NOT WARRANT OR REPRESENT THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, WITHOUT DELAY OR WITHOUT INFILTRATION OR COMPROMISE OF THE APPLICABLE SECURITY SYSTEMS. IN NO EVENT WILL ANY MEMBER OF THE ORION GROUP HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY FEES, DAMAGES, LOST OPPORTUNITY OR PROFITS, INJURY TO ANY RELATIONSHIP (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE AND SPECIAL DAMAGES), RELATING TO OR ARISING OUT OF YOUR USE OF THE SITE OR THE SERVICES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT ORION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ARE RESPONSIBLE FOR ANY ELECTRONIC VIRUS OR OTHER DISABLING CODE THAT MAY BE ENCOUNTERED BY YOU IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES, AND YOU ARE RESPONSIBLE FOR ROUTINELY SCANNING YOUR COMPUTERS, NETWORKS AND INFORMATION STORAGE SYSTEMS USING A RELIABLE VIRUS DETECTION PRODUCT TO DETECT AND REMOVE ANY VIRUSES OR OTHER DISABLING CODES. THE SITE OR THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ORION ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY BUGS, ERRORS, OMISSIONS, PROBLEMS, OR OTHER LIMITATIONS IN THE SITE OR THE SERVICES.
You agree to indemnify and hold harmless ORION and each other member of the ORION Group from and against any claims, demands, or judgments, made or recovered against it and arising out of any breach by you of the Terms or arising from any act or omission by you that violates any applicable federal, state, or local law, regulation or rule. Each member of the ORION Group may defend on their own any such claims or demands or request you to take up such defense. In either event, you will further indemnify each member of the ORION Group for reasonable attorney’s fees or any other necessary expenses incurred by reason of such defense.
You acknowledge that ORION has not reviewed all of the sites that are linked to the Site, and the fact that such links exist does not indicate any approval or endorsement by, or affiliation with, any member of the ORION Group, or approval or endorsement of any material contained on any linked site. ORION is not responsible for the contents of any site linked to the Site.
Certain links on the Site will allow you to leave the Site and access the websites of third parties (other than websites of ORION or any of its affiliates). Such websites are not under the control of ORION or any of its affiliates. You acknowledge that none of the members of the ORION Group are responsible for the contents (including, without limitation, viruses, disabling codes, or other destructive or harmful elements) of any such linked website or any link contained in a linked website, or any changes or updates to such websites. ORION provides such links to you only as a convenience, and the inclusion of any link does not imply that any member of the ORION Group endorses or is affiliated or associated with the linked websites.
Jurisdiction and Venue
This Site and the Services are controlled, operated and administered by ORION from its offices within the United States of America. ORION does not make any representation that the Site or the Services are appropriate or available for use at locations outside the United States and access to them from territories where their contents are illegal is prohibited. You may not use this Site or the Services in violation of United States export laws and regulations. If you access this Site from a location outside the United States, you are responsible for compliance with all local laws. The Terms will be governed by and construed under the laws of the Commonwealth of Kentucky, excluding only its conflict of law provisions. You hereby submit to the exclusive jurisdiction of the courts within the Commonwealth of Kentucky, and waive any jurisdictional venue or inconvenient forum objections to such courts. Any failure by ORION to enforce any of its rights under the Terms or applicable laws shall not constitute a waiver of such right. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the remaining provisions of the Terms shall remain in full force and effect.
Trademarks and Service Marks
Any questions relating to any Mark of ORION or its affiliates should be referred to the Legal Department of Orion Payment Systems, Inc. at the following address:
Orion Payment Systems, Inc.
14340 Torrey Chase Blvd., Suite 170
Houston, TX 77014
Attention: General Counsel