Advanced Merchant Group Website Terms of Use and Notices

Last Updated: August 2004

1. THIS IS AN AGREEMENT BETWEEN YOU AND Advanced Merchant Group

This is an agreement ("Agreement") between you and Advanced Merchant Group("AMG"). This Agreement governs your use of any Web site or Web page operated by AMG (each, a "AMG Web Site," and collectively, the "AMG Web Sites"). You represent that you are at least 18 years of age and have attained the age of majority in the province, state or country in which you reside, and any information that you submit is correct.
AMG OFFERS THE AMG WEB SITES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE AMG WEB SITES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY (See Sections 9, 10, and 11); AND AN EXCLUSIVE REMEDY (See Section 10). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.

2. HOW AMG MAY MODIFY THIS AGREEMENT

AMG reserves the right to change the terms, conditions, and notices under which it offers the AMG Web Sites, including any charges associated with the use of the AMG Web Sites. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on any AMG Web Site. Your continued use of the AMG Web Sites after the effective date of such changes constitutes your acceptance of and agreement to such changes.

3. ADDITIONAL TERMS

Any AMG Web Site may itself contain additional terms (for example, codes of conduct or guidelines) that further govern use of that AMG Web Site, including without limitation, particular features or offers (for example, sweepstakes). If any terms contained in this Agreement conflict with any terms contained within a AMG Web Site, then the terms in this Agreement shall control.

4. NO UNLAWFUL OR HARMFUL USE OF THE AMG WEB SITES

You will not use the AMG Web Sites in any way that is unlawful, or harms AMG, its affiliates, resellers, distributors, service providers and/or suppliers (each, a "AMG Party" and collectively, the "AMG Parties") or any customer of a AMG Party, as determined in AMG's sole discretion. AMG may tell you about certain specific harmful uses in a code of conduct or other notices available through a AMG Web Site, but has no obligation to do so. You may not use the AMG Web Sites in any way that breaches any code of conduct, policy or other notice applicable to the AMG Web Sites. Without limiting the generality of this section, you may not use the AMG Web Sites in any manner that could damage, disable, overburden, or impair any AMG Web Site (or the network(s) connected to any AMG Web Site) or interfere with any other party's use of the AMG Web Sites.

5. SPAM IS PROHIBITED AND CAUSES DAMAGE; SPAM FILTERING TECHNOLOGY

Without limiting the generality of Section 4, you will not use the AMG Web Sites to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail. You will not use the AMG Web Sites in any way that violates the AMG Anti-Spam Policy. You may view the Anti-Spam Policy at info@advancedmerchantgroup.com. A breach of any part of the Anti-Spam Policy is a breach of this Agreement. AMG may use filtering technology or other measures in its efforts to stop unsolicited bulk e-mail and unsolicited commercial e-mail, and if your use of the AMG Web Sites includes e-mail related services, then such filtering technology or other measures may block, either temporarily or permanently, some e-mail sent to you through the AMG Web Sites even if such e-mail does not violate the Anti-Spam Policy.

6. MATERIALS YOU POST OR PROVIDE; COMMUNICATIONS MONITORING

For materials you post or otherwise provide to AMG related to the AMG Web Sites (a "Submission"), you grant AMG permission to (1) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat your Submission, each in connection with the AMG Web Sites, and (2) sublicense these rights, to the maximum extent permitted by applicable law. AMG will not pay you for your Submission. AMG may remove your Submission at any time. For each Submission, you represent that you have all rights necessary for you to make the grants in this section. To the maximum extent permitted by applicable law.

7. SOFTWARE

Your use of any software associated with the AMG Web Sites will be governed by the terms and conditions of the end user license agreement ("EULA") accompanying such software.

8. INFORMATION AVAILABLE FROM THE AMG WEB SITES

AMG and its suppliers do not warrant or guarantee the accuracy or timeliness of any information available from the AMG Web Sites . AMG and its suppliers do not authorize the use of information available from the AMG Web Sites, for any purpose other than your personal use, and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes.

9. AMG MAKES NO WARRANTY

AMG PROVIDES THE AMG WEB SITES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AMG PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE AMG PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE AMG WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

10. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

IN NO EVENT WILL ANY AMG PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE AMG WEB SITES, EVEN IF SUCH AMG PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER SECTION 10 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE AMG WEB SITES, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY AMG PARTY WITH RESPECT TO THIS AGREEMENT OR THE AMG WEB SITES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE AMG WEB SITES.

11. CHANGES TO THE AMG WEB SITES; ADDITIONAL LIABILITY LIMITATION

THE AMG PARTIES MAY CHANGE THE AMG WEB SITES OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. As you use the AMG Web Sites, you should expect to receive, access or use information, materials, graphics, software, data and content (collectively, "Content") originated by AMG and persons other than AMG (any such person is referred to as a "Third Party"). WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT THE AMG PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 9 AND 10, YOU ACKNOWLEDGE AND AGREE THAT AMG IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE AMG WEB SITES, (2) ANY INCOMPATIBILITY BETWEEN THE AMG WEB SITES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE AMG WEB SITES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THOUGH LINKS CONTAINED ON THE AMG WEB SITES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 9, 10 AND 11 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW.

12. TERMINATION; ACCESS RESTRICTION

AMG may terminate this Agreement, or terminate or suspend your access to the AMG Web Sites at any time, with or without cause, with or without notice. Upon such termination or suspension, your right to use the AMG Web Sites will immediately cease. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON THE AMG WEB SITES MAY NOT BE RETRIEVED LATER.

13. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES

If this Agreement is with AMG, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the State of Ohio, without reference to conflict of laws principles. If this Agreement is with a AMG affiliate, claims for enforcement, breach or violation of duties or rights under this Agreement will be adjudicated under the laws of the place of incorporation for such AMG affiliate, without reference to conflict of laws principles. All other claims, including, without limitation, claims under or for violation of consumer protection laws, unfair competition laws, and in tort, will be adjudicated under the laws of your state of residence in the United States, or, if you reside outside the United States, under the laws of the country to which the subject AMG Web Sites are directed. If this Agreement is with AMG, you hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Summit County, Ohio, USA in all disputes arising out of or relating to the use of the AMG Web Sites. If this Agreement is with a AMGaffiliate, you hereby consent to the exclusive jurisdiction and venue of the courts located in the place of incorporation for such AMG affiliate in all disputes arising out of or relating to the use of the AMG Web Sites.

14. INTERPRETING THE AGREEMENT; ASSIGNMENT

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. AMG may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the AMG Web Sites. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and AMG with respect to the AMG Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and AMG with respect to the AMG Web Sites. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.

15. YOU HAVE LIMITED TIME TO BRING YOUR CLAIM

YOU AND AMG AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AMG WEB SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16. COPYRIGHT AND TRADEMARK NOTICES; OTHER ACKNOWLEDGEMENTS

All contents of the AMG Web Sites are Copyright © 2004 Advanced Merchant Group and/or its suppliers, 340 East Maple Avenue, Suite 209 & 200, Langhorne, PA 19047 U.S.A. All rights reserved. Advanced Merchant Group, AMG, Advanced Merchant Group logo, and/or other AMG products and services referenced herein may also be either trademarks or registered trademarks of AMG in the United States and /or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. Any rights not expressly granted herein are reserved.

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Advanced Merchant Group is a registered ISO / MSP of BankcorpSouth Bank, Tupelo, MS.