Terms

Resolve Terms of Service

BY USING AND/OR VISITING THIS WEBSITE AND/OR USING THE RESOLVE SERVICES (specifically, inputting your user id in the space provided on various pages of the www.paywithresolve.com website, the "Services"), YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Use" or "Agreement") AND THE TERMS AND CONDITIONS OF RESOLVE CORP.'S ("Resolve") PRIVACY POLICY, WHICH ARE PUBLISHED VIA A LINK ON http://www.paywithresolve.com (the "Website"), AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the Website or the Services. Please note that your application for a funding account with Resolve is subject to a separate agreement that will be provided to you upon application. THESE TERMS OF USE DO NOT COVER YOUR FUNDING ACCOUNT APPLIED FOR THROUGH THE WEBSITE, unless otherwise stated herein. The use of the term Resolve herein includes Resolve Corp. and its affiliates, vendors, partners, agents and other personnel. In addition to all other agreements that may be provided to you, this Terms of Use Agreement sets forth the legally binding terms for your use of the Services and they shall apply to all users of the Website. By using the Services, you agree to be bound by this Agreement. You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE WEBSITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU WISH TO USE OF THE SERVICES, YOU MUST READ THIS AGREEMENT. In order to participate in certain other services provided through the Website, you will be notified that you are required to agree to additional terms and conditions. Resolve may modify this Agreement from time to time and such modification shall be effective upon posting by Resolve on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly upon each use of the Services to ensure you are updated as to any changes.

Section 1: Eligibility

Use of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all application information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe, in our sole discretion, that you are less than 18 years of age.

Section 2: Provided Services

Subject to full compliance with the Terms of this Use Agreement, Resolve shall provide certain services related to the input of your marketplace ID(s) on various pages of the Website. The Services are provided by Resolve AS IS and Resolve assumes no responsibility for any failure in providing the Services to you. Resolve may change, suspend or discontinue any or all of the Services for any reason, at any time, including the availability of any products or services included within the Services. Resolve may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability. Resolve may include commercial opportunities or content in any Resolve product, services, image or webpage.

Section 3: General Undertakings

You accept sole responsibility for all of your activities using the Website, including your conduct on the site. You will not use the Services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructive code. You will not use bots to engage the Services.

Section 4: The Website

The Website may contain third party content about, and links to, third parties and their websites that are not owned or controlled by Resolve. Resolve has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party content or websites or any of their contents. In addition, Resolve will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Resolve from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.

Section 5: Website Access

A. Resolve Corp. hereby grants you permission to use the Website as set forth in this Terms of Use, provided that: (i) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose and/or in a manner allowed by Resolve; and (ii) you will otherwise comply with the terms and conditions of these Terms of Service.

B. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You accept sole responsibility for keeping your password secure. You must notify Resolve immediately of any breach of security or unauthorized use of your account. Although Resolve will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Resolve or others due to such unauthorized use.

Section 6: Fees & Payment

Some of the services offered on the Website may require the payment of fees, interest and other amounts ("Charged Services"). These services are subject to separate agreements into which you must enter prior to participating in such service. If you elect to sign up for Charged Services, you shall pay all applicable amounts, as described on the Website in connection with such Charged Services selected by you. Resolve reserves the right to change its prices and at any time, subject to applicable law. You authorize Resolve directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information as provided while signing up for such Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you to Resolve. Other amounts and the terms for payment of those amounts are described of specific application pages as you progress through your application (and from time to time thereafter).

Section 7: Intellectual Property Rights

The content on the Website (the "Content") and the Services are subject to copyright and other intellectual property rights under local and international laws conventions. To the best of its knowledge, Resolve uses only Content that it owns or is otherwise allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Website is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Resolve reserves all rights not expressly granted in and to the Website, Services and the Content. You agree to not engage in the use, copying, or distribution of any of the Content or Services other than expressly permitted herein for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use of Services or copying of any Content or enforce limitations on use of the Website or any of the Services or Content therein.

Section 8: Third-Party Service Providers

Provide Accurate Information. You agree to provide true, accurate, current, and complete information about yourself and your accounts maintained at other websites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.

Proprietary Rights. You are permitted to use content delivered to you through the Services only on the Services. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the Services technology.

Content You Provide. You are licensing to Resolve and its service providers ("Service Provider"), any information, data, passwords, materials or other content (collectively, "Content") you provide through or to the Services for the purpose of enabling Resolve and the Service Provider to provide you the Services. During the term of this Agreement, Resolve and the Service Provider may use, modify, display, distribute and create new material using such Content to provide the Services to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without payment of any fees, Resolve and the Service Provider may use the Content for the purposes set out above.

Third Party Accounts. By using the Services, you authorize Resolve and the Service Provider to access third-party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Resolve and the Service Provider a limited power of attorney, and you hereby appoint Resolve and the Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third- party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN RESOLVE OR THE SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD-PARTY SITES, RESOLVE AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third- party account providers shall be entitled to reply on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. You acknowledge that through the use of the Services, Resolve shall have access to your account credentials, including but not limited to login username and passwords.

Section 9: Warranty Disclaimer & Limitation of Liability

YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, RESOLVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. RESOLVE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE. IN NO EVENT SHALL RESOLVE, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. RESOLVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE RESOLVE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND RESOLVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Section 10: Indemnity

You agree to defend, indemnify and hold harmless Resolve, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) your violation of any other terms applicable to your use of Charged Services. This defense and indemnification obligation will survive these Terms of Use and your use of the Website.

Section 11: Events Beyond Control

Under no circumstances shall Resolve be held liable for any delay or failure in this Website and/or any of the Services and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of Resolve, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section as stipulated above.

Section 12: Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Resolve without restriction or limitations.

Section 13: General

These Terms of Service shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Any claim or dispute between you and Resolve Corp. that arises in whole or in part from the Website or the Services shall be decided exclusively by a court of competent jurisdiction located in the State of Delaware. These Terms of Service, together with the privacy and any other legal notices and agreements published by Resolve on the Website, shall constitute the entire agreement between you and Resolve Corp. concerning the Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Resolve's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND RESOLVE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

This E-Sign Consent constitutes your consent to receive disclosures and other information in electronic form. Without your consent, Resolve is not permitted to provide those disclosures to you online. If you do not consent to this E-Sign Consent, you should not use the Resolve Services.

Before using the Resolve Services, you will be asked to consent to the Resolve Terms of Service by clicking “Create Account.” This action constitutes your electronic signature and manifests your consent and agreement to the following terms:

  • Resolve may provide disclosures required by law relating to the Resolve Services and any other information about your legal rights and duties and your account to you electronically.
  • Resolve may send any communications, billing statements, or required disclosures, such as initial and annual privacy notices (together, “Disclosures”) to you electronically via our website or to the email address or mobile telephone number that you have provided to us, either directly or indirectly via the merchant to whom Resolve will send funds on your behalf.
  • Resolve may notify you via email when the Disclosures are available. The Disclosures will be available for at least 30 days and will be provided to you in a format that can either be printed or downloaded for your records. Whenever we send you an email or text message regarding the Disclosures, that email or text message will contain instructions regarding how to view the Disclosures.
  • Your electronic signature on agreements and documents has the same effect as if you signed them in ink.
  • This consent applies to any transaction undertaken through the Services in the past, to all future disclosures and communications on your account, to all future transactions in which you use the Services, at any time, to any transaction with us, and to other Disclosures that we provide to you by email.

2. Minimum Requirements

You understand that, in order to view and/or retain copies of the Disclosures, you may need a computer with an Internet connection (PCs should be running Windows 7 or higher and Internet Explorer 10 or higher, Chrome, or Firefox; Macs should be running OSX and Safari, Chrome, or Firefox); a mobile device (iOS 6.0 or higher devices running Safari or Chrome; Android 4.0 or higher devices running Android Browser or Chrome), a valid email address, sufficient storage space to save Disclosures or the capability to print the Disclosures from the device on which you view them.

You are free to withdraw your consent at any time. If at any time you wish to withdraw your consent, you can send us your request by submitting a request through the ‘contact us’ link at www.paywithresolve.com, emailing [email protected] or writing to us at Resolve Corp., PO Box 780, San Francisco, CA 94104. If you decide to withdraw your consent, the legal effectiveness, validity and/or enforceability of prior electronic Disclosures will not be affected and Resolve may close or limit access to your account. You agree to pay any amount owed to Resolve even if you withdraw your consent and we close or limit access to your account.

Your consent to this E-Sign Consent means that Disclosures Resolve provide to you electronically shall have the same meaning and effect as if provided in paper form. A text message or email alerting you that Disclosures are available electronically, provided that the Disclosures are made available online shall have the same meaning and effect as if Resolve had provided those Disclosures to you in paper form, regardless of whether you actually view those Disclosures, unless you have withdrawn your consent pursuant to Section 3, above, prior to receiving such Disclosures.

5. Miscellaneous

You agree that Resolve may modify or change the methods of disclosure described herein, and that Resolve may send you Disclosures in paper form at its option. You can obtain a paper copy of an electronic Disclosure at no charge, provided that such request is made within a reasonable time after we first provided the electronic Disclosure to you. To request a paper copy of a Disclosure, contact Customer Care at (833) 373-7658. You also agree that Resolve is not responsible for any delay or failure in your receipt of any text message or email notice that is not caused by Resolve's failure to send such a notice to the phone number or email address you have provided for that purpose.