TERMS OF USE

These Terms and Conditions of Use (the “Terms of Use”) apply to the MAXpci (“MAXpci”) web sites located at www.MAXpcicomply.com, and all associated sites linked to www.MAXpcicomply.com by MAXpci, its subsidiaries and affiliates, including without limitation the MAXpci Merchant Portal (collectively, the “Site”). The Site is the property of MAXpci and its licensors. BY USING THE SITE OR ANY ELECTRONIC SERVICES OR SOFTWARE OFFERED BY MAXpci (COLLETIVELY, THE “SERVICES”), YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE. THESE TERMS OF USE CONSTITUTE A BINDING LEGAL AGREEMENT AND OBLIGATION BETWEEN YOU AND MAXpci, WHETHER YOU ARE A USER (DEFINED BELOW), CREDIT CARD PROCESSOR, A PARTY CONTRACTING FOR MAXpci SERVICES OR ANY OTHER PARTY (COLLECTIVELY, SUCH PARTIES MAY BE REFERRED TO HEREIN AS “YOU”).

You can agree to these Terms of Use by: (a) actually using a Service; or (b) clicking a box that indicates you agree to Terms of Use at the MAXpci Merchant Portal.

MAXpci reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, MAXpci grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

OWNERSHIP, INTELLECTUAL PROPERTY AND LINKS

The Service is owned and operated by MAXpci. Except as expressly provided in these Terms of Use, no part of the Site and no Content (defined below) may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without MAXpci’s express prior written consent.

CONTENT, MARKS AND COPYRIGHTS

The term “Content”, for the purpose of these Terms of Use, shall mean all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to MAXpci, and is protected by copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The trademarks, logos and service marks (the “Marks”) displayed on the Site are owned by MAXpci. Your use of the Site or the Services confers no rights to the Marks and you may not use, reproduce or display a Mark without MAXpci’s prior written consent. Nothing included in the Site or the Services is intended, nor shall be construed, as conferring any rights under any Mark, copyright, or patent.

The Site and all Content are copyrighted and such copyrights are owned by MAXpci or the author of such Content. You are granted a non-exclusive, limited license to view, print, and/or distribute Content in hard copy from the Site purposely made available by MAXpci for downloading from the Site (such as data sheets, articles, and similar materials), provided that you:

  1. include MAXpci’s copyright notice on such Content as follows: “Copyright MAXpci, All rights reserved”.
  2. not remove any proprietary notice language in all copies of such documents,
  3. use such information only for your personal, non-commercial informational purpose
  4. do not copy or post such information on any network, website or broadcast it in any media,
  5. not use the Content for any purpose contrary to MAXpci’s commercial interests,
  6. do not modify, alter, or create derivative works of, the Content, and
  7. do not make any additional representations or warranties relating to such Content.

This limited license may be revoked at any time at the sole discretion of MAXpci.

UNAUTHORIZED ACTIVITIES

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any MAXpci server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site. You agree not to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. MAXpci reserves the right to bar any such activity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of MAXpci or others.

TERM AND TERMINATION

You agree that these Terms of Use remain in effect for as long after that as you subscribe to, renew or use the Site or Services. You agree that these Terms of Use can only be terminated by you once you have stopped using the Services and have paid all monies owed to MAXpci. You agree that MAXpci can terminate or suspend the Services or the Site at any time for any reason, with or without cause or prior notice and that such termination or suspension will result in the termination or suspension of your account. Re-subscription shall again be subject to these or modified Terms in effect at the time of re-subscription. Upon suspension or termination, User will be responsible for all current charges up to the termination date, including outstanding balances and late fees, if any.

The User’s account will automatically renew on a yearly basis, unless either party suspends or terminates the account in advance of the monthly renewal date agreed to by the parties.

ACCOUNTS, PASSWORDS AND SECURITY

Certain features or services offered on or through the Site, including the MAXpci Merchant Portal, may require you to enter a username and password. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify MAXpci immediately of any unauthorized use of your account or password, or any other breach of security. You shall exercise your best efforts to maintain the security of your account information. If you become aware that the security of your username, password, or account has been compromised, then you shall immediately notify MAXpci of the security risk.

You may not use anyone else’s MAXpci username, password or account at any time without the express permission and consent of such holder. MAXpci cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

LINKS TO THIRD-PARTY SITES

The Site may contain links to third-party sites. Such linked sites are not under MAXpci’s control and you acknowledge and agree that MAXpci is not responsible or liable for the content, information, services, or products of such third-party sites. You expressly assume all risk of accessing third-party sites. Links to a third-party site do not constitute endorsement of that site by MAXpci. You will need to make your own independent judgment regarding your interaction with these linked sites.

SERVICES

MAXpci reserves the right to modify or stop the Services (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. You agree that MAXpci shall not be liable to you or any third party for any modification or cessation of the Services.

You agree to use the Services only for purposes as permitted by these Terms of Use and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.

LOGGING IN TO THE SITE

When you accept these Terms of Use and complete the log in process, you become a “User” of a “MAXpci Account”. You agree to provide truthful and accurate account information for purposes of registration to use the Services and creation of your MAXpci Account.

You acknowledge and agree MAXpci is not liable for any damages resulting from any other parties’ use or access of Users’ MAXpci Account regardless of whether other parties use or access is with or without the User’s knowledge or consent. User may end authorization by administrating the user through the Site or by providing notice to support@MAXpcicomply.com. Such notice will be effective upon confirmation by MAXpci, via email, of receipt.

VULNERABILITY SCAN IDENTIFICATION OF IP ADDRESSES

Because of the sensitive nature of performing security checks on IP addresses, you represent and warrant that you have full right, power, and authority to consent to have the service test for vulnerabilities (“Vulnerability Scan”) of the IP addresses identified to MAXpci for scanning, whether electronically or by any other means, whether at the time of initial request or thereafter. You further agree to immediately notify MAXpci if, at any time, you change the IP address of your primary website or any other that it has contracted with MAXpci to conduct a Vulnerability Scan. Without limiting any other remedy that MAXpci may have, you agree to indemnify and hold MAXpci, its employees, board of directors, shareholders and its partners harmless from and against any and all liabilities, losses, damages, costs and expenses, including without limitation reasonable attorneys’ fees and costs, incurred by MAXpci, its employees, board of directors or shareholders, or such partner resulting from your breach of this paragraph.

You also acknowledge and agree that the scanning of such IP addresses may expose vulnerabilities and in some circumstances could result in the disruption of services at such site(s).

ACKNOWLEDGMENT AND CONSENT TO INTRUSION

User understands and acknowledges that, in some situations, based on analysis of User practices by MAXpci, certain automated or manual system probes to identify website and network vulnerabilities (the “Evaluation Services”): (i) will be inherently invasive and intrusive, and include attempts by MAXpci, or its agents as applicable, to gain unauthorized access to User’s systems in an effort to make User aware of those areas in which User’s system is vulnerable to intrusion, damage, and/or unauthorized use, (ii) may result in inadvertent damage to User’s system as a result of dissimilarities among network systems, (iii) may cause excessive amounts of log messages resulting in excessive disk space consumption, and (iv) may cause degradation of User’s system and/or increased bandwidth usage as a result of attempts to penetrate, probe and/or crawl it including, but not limited to possible “slowdowns”, “hanging” or “crashing” of User’s system, possible failure of User’s system as a result of attempts to invade it, or any other damage resulting from intrusive and/or invasive techniques used to gain access to User’s system. User hereby gives its informed consent to intrusion into User’s systems by MAXpci and its agents for the sole purpose of performing the Evaluation Services provided herein.

LIMITATIONS ON LIABILITY; DISCLAIMERS

BY USING THIS SITE, YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET GENERALLY. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.

MAXpci SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS ARISING OUT OF MAXpci’S SERVICES PROVIDED HEREUNDER.

MAXpci DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICES OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS.

MAXpci CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOUR SOLE REMEDY AGAINST MAXpci FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

MAXpci reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site or Services, or any portion thereof, for any reason; (2) to modify or change the Site or the Services, or any portion thereof, and any applicable policies or terms; and (3) to interrupt the operation of the Site or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

If, notwithstanding the other provisions of these Terms of Use, MAXpci is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, MAXpci’s liability shall in no event exceed the greater of: (a) the total of any fees with respect to any Services or feature of or on the Site paid in the six months prior to the date of the initial claim made against MAXpci, or (b) US$500.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

You understand that assessing computer security is highly complex and changeable. MAXpci makes no warranty that the Services will find every vulnerability in your network or server(s), or that the solutions suggested and advice provided by MAXpci,or its partners, will be complete or error-free. Additionally, MAXpci makes no warranty that the services will always be available, that they will be error free, that they are free from viruses or harmful components, or that they will meet your requirements. You use the Services or any related third party services at your own risk. You are solely responsible for any damage to your devices or any charges, including but not limited to bandwidth, database calls, communication, etc. as a result of using the Services.

INDEMNITY

You agree to indemnify and hold MAXpci, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against MAXpci by any third party due to or arising out of, relating to, or in connection with: (a) your use of the Site, (b) the Services, and (c) use of the Marks

BREACH

You will be in breach of these Terms of Use if you: (a) fail to pay any amount when due, (b) fail to comply with any provision of these Terms of Use, or (c) makes any inaccurate or untrue representation.

Upon any breach, as determined by MAXpci in its sole discretion, without prior notice MAXpci may, but shall not be required to: (a) suspend or terminate your access to the Site and Services, (b) block your future access to the Site and Services, or (c) take any other lawful action MAXpci deems appropriate to protect its interests or enforce these Terms of Use. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to MAXpci, for which monetary damages would be inadequate, and you consent to MAXpci obtaining any injunctive or equitable relief that MAXpci deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies MAXpci may have at law or in equity.

In the event of your breach, you agree to pay all costs and reasonable attorney’s fees MAXpci incurs in enforcing its rights or collecting payment under these Terms of Use. Nothing in this paragraph is meant to limit MAXpci’s rights under the contract, common law or equity.

CONFIDENTIALITY

You will, by using the Services or by contact with MAXpcicontractors and employees come into contact with confidential information. Information including, but not limited to, trade secrets, methods, details about product or service features, enhancement, or release plans, and business or marketing plans (“Confidential Information”) is considered to be proprietary and confidential. You agree to hold Confidential Information in strict confidence and take reasonable measures to keep it secure. You agree to abide by these terms for one year after you stop using the Services.

FORCE MAJEURE

MAXpci shall not be liable for interruptions, delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof caused or occasioned by, or due to fire, flood, water, earthquake, the elements, acts of God, war and threat of imminent war, terrorism, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment for supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond the either parties’ reasonable control.

MISCELLANEOUS

You agree that if any term or provision of these Terms of Use is deemed to be invalid, unlawful or unenforceable for any reason, all other terms shall remain in force.

You acknowledge that these Terms of Use constitute the entire agreement between you and MAXpci pertaining to your use of the Site and Services. You agree that these Terms of Use supersede any prior agreements or statements made verbally or in writing concerning your use of the Services. You agree that the only way to waive rights under these Terms of Use is explicitly and in writing. Any failure to enforce any right under these Terms of Use will not waive that right.

GOVERNING LAW; JURISDICTION AND VENUE

These Terms of Use are to be governed and construed in accordance with the laws of the Commonwealth of Virginia, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to these Terms of Use, except for an injunctive action regarding a breach or threatened breach of any provision of these Terms of Use by you, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in Arlington County, Virginia. The arbitrator shall be selected by you and MAXpci, and if you and MAXpci are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the arbitrator shall be selected by the American Arbitration Association. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and MAXpci and your and MAXpci’s respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either you or MAXpci be entitled to punitive damages and both you and MAXpci hereby waive your and MAXpci’s respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.

QUESTIONS, COMMENTS & COMPLAINTS

MAXpci encourages you to provide us with feedback regarding this Terms of Use Policy. If you have questions, comments or concerns regarding this Terms of Use Policy, please contact support@MAXpcicomply.com or send mail to the following address:
MAXpci, 13895 Hedgewood Drive, Suite 333, Woodbridge, VA 22193.