Transaction Processing Terms
This Agreement is entered into the day and year indicated
on the Authorize.Net Transaction Processing Terms & Software License
Agreement (herein after referred to as the "Agreement") by and between
Authorize.Net Corporation, whose principal place of business is 3311 North
University Avenue, Suite 200, Provo, Utah, 84604 (hereinafter referred
to as "Authorize.Net"), and "Merchant," whose name, complete address, business
organization and type of business are stated on the Agreement. Authorize.Net
is a subsidiary of Go2Net, Inc., a Delaware corporation whose principal
place of business is in Seattle, Washington. For purposes of this Agreement
the corporate entities Authorize.Net Corporation and Go2Net, Inc. shall
be synonymous. In consideration of the premises set forth herein, Authorize.Net
and Merchant hereby agree as follows:
Authorize.Net agrees to perform transaction processing services
for Merchant. This includes the acceptance and authorization of transactions
forwarded from Merchant in a timely manner, the subsequent transmission
of transactions to the processing network and the detailed reporting of
those transactions via Merchant's web-based Merchant Menu.
By signing the Agreement, Merchant understands and agrees
that the Authorize.Net Transaction Processing Services require additional
charges, as indicated above under Schedule of Fees, to be billed directly
by Authorize.Net to the Merchant and payable pursuant to paragraphs 14
and 16 listed below.
By signing this document, Merchant will indemnify, protect,
defend and hold Authorize.Net, affiliates and / or subsidiaries and all
of its or their officers, agents and / or employees, harmless from and
against any and all claims, losses, demands, actions, expenses, damages,
liability, and / or causes of action, including (without limitation) attorneys'
fees, other costs of defense and / or collection fees, which in any way
result directly or indirectly from:
The indemnifications provided for in this Article shall survive
any termination of this Agreement.
Merchant breach of this Agreement or any warranty or representation
made to Authorize.Net;
Any damage or loss caused by negligence, fraud, dishonesty
or willful behavior by Merchant or any of Merchant employees or agents;
Any contention, whether well-founded, baseless or otherwise,
that Merchant violated the law or any rule or regulation;
Any damages resulting from or related to any failure or delay
of Authorize.Net in providing Transaction Processing services under this
Any delays in the performance of services hereunder or for
any failure to perform same hereunder if such delays are due to strikes,
inclement weather, acts of God, or other causes beyond Authorize.Net's
reasonable control. Authorize.Net will not be liable for performance of
services where delayed by war, riots, embargoes, strikes, or acts of it's
vendors and suppliers, concealed acts of workmen (whether of Authorize.Net
or others), or accidents.
Merchant warrants to Authorize.Net all of the following:
That all representations and statements made by Merchant
in this Agreement, or in any other document relating hereto, by Merchant
or on Merchant's behalf are true, accurate and complete in all material
respects. Merchant hereby authorizes Authorize.Net to investigate and confirm
the information herein. For this purpose, Authorize.Net may utilize credit
bureau / reporting agencies and / or its own agents. Upon Merchant's request,
Authorize.Net will provide Merchant with a copy of the results of such
That Merchant is engaged in the lawful business shown on
the Agreement which includes the sale of merchandise and / or services,
and is duly licensed to conduct such business under the laws of the state,
county and city in which Merchant is located.
Authorize.Net shall not be liable for the individual merit
and legitimacy of orders forwarded from Merchant. This liability shall
remain the Merchant's.
Authorize.Net shall in no event be liable to Merchant or
Purchaser (Purchaser is any customer, client, member or entity who elects
to buy goods or services from Merchant) for any indirect, special or consequential
damages or lost profits arising out of or related to this Agreement, the
performance or breach thereof, or the accuracy or correctness of the data
being passed to and from Merchant, even if Authorize.Net and/or Merchant
has been advised of the possibility thereof.
Any claim or legal action arising out of disputes, failures,
misrepresentations, malfunctions, or defects shall be waived. In no event
shall Authorize.Net's liability to Merchant exceed the total amount Merchant
paid to Authorize.Net hereunder. Merchant agrees that any cause or action
arising out of or relating to this Agreement must commence within one (1)
year after the cause of action arose; otherwise, such cause of action is
permanently barred. Jurisdiction of any legal proceeding arising hereby
shall be Seattle, Washington, United States of America.
Merchant agrees, as a company and/or as an individual, to
defend, indemnify, and hold harmless Authorize.Net from any and all claims
resulting from Merchant's use of any services contemplated under this Agreement,
which cause damage to Merchant or any other party.
Authorize.Net shall not be responsible or liable for unauthorized
access of facilities or to Merchant's data or programs due to accident,
illegal or fraudulent means or devices.
Authorize.Net shall retain full ownership of all data submitted
by either Merchant or Purchaser through the Authorize.Net Payment Gateway
(Payment Gateway refers to the electronic systems through which a Merchant
may pass payment information to Authorize.Net) including, but not limited
to name, mailing & shipping address, email address, phone number, dollar
amount of purchase, type of purchase and description of purchase.
Merchant agrees that Authorize.Net's services shall only
be performed for lawful purposes. Any transaction or transmission, which
violates any Federal, State, or local laws is expressly prohibited.
Merchant understands that Merchant may not process orders
on behalf of any other entity or individual and that the use of the Transaction
Processing services is provided herein as a service license for a single
Merchant account. Any attempt to use the Transaction Processing services
provided herein for more than one Merchant account without additional service
licenses may result in additional fees and charges and/or the revocation
of the service license and termination of this Agreement. This service
license is non-transferable and may not be sold, traded, assumed or otherwise
transferred to any other individual or entity without the express written
consent of Authorize.Net.
This Agreement may be amended by Authorize.Net at any time
upon written or electronic notice to Merchant of not less than ten (10)
days prior to the effective date of such amendment, except for service
fee or other fee increases, exclusive of those increases listed in Section
17, of which will be upon thirty (30) days' notice.
Merchant hereby authorizes Authorize.Net to either initiate
transaction entries to Merchant's depository account number or to charge
Merchant's credit card, both of which are listed on the Agreement (and
as those numbers may be changed, any new account numbers provided to Authorize.Net)
for the monthly charges required as listed under Schedule of Fees. This
billing will occur on the last day of each month regardless of the number
of days in which services were actually performed for that month. Merchant
agrees that in the event of non-payment Merchant's processing services
may be placed on hold and a non-payment fee of $25.00 will be incurred
for each unsuccessful attempt to bill Merchant by either ACH debit or credit
card charge. Service will be restored immediately upon payment in full
of past due charges and fees. Merchant agrees to pay all costs and expenses
of whatever nature, including attorneys' fees and other legal expenses,
incurred by or on behalf of Authorize.Net in connection with the collection
of all unpaid charges and fees.
Merchant agrees not to change its type of business, as indicated
on the Agreement without the express written consent of Authorize.Net.
The Merchant will be considered in default when past due
charges have not been paid for 30 days and will be subject to an interest
charge of 1.5% per month on the outstanding balance.
Merchant may terminate monthly service with 30 days written
notice and only a request in writing relieves Merchant from the obligation
to pay charges at the conclusion of thirty days from date of receipt of
notice. Authorize.Net reserves the right to cancel Merchant's Transaction
Processing account at any time for any reason.
If any provision in this Agreement is invalid, such invalidity
shall not affect the validity of the remaining provisions of this Agreement
and Merchant and Authorize.Net agree to substitute for the invalid provision
a valid provision which most closely approximates the effect and intent
of the invalid provision.
This Agreement shall remain ineffectual until signed by an
Authorize.Net Corporation authorized signatory.
Authorize.Net Software License Agreement
Grant of Software License: Upon installation/setup of the
Authorize.Net software and service (the "Software") or by using it for
any purpose, you accept all the terms and conditions of this License. Please
read this License in its entirety carefully before using the Software.
Subject to your acceptance of the terms of this License, Authorize.Net
hereby grants to you, the Licensee, a nonexclusive license to use the Software
for sending and/or receiving payment authorizations for delivery and processing
through an authorized payment gateway.
Copyright Protection. The Software is owned or licensed by
Authorize.Net and is subject to protection under the copyright, patent
and trademark laws of the United States and other countries. You may not
remove any of the copyright notices, Authorize.Net identifiers, or other
proprietary labels, or modify, reverse engineer, decompile, or disassemble
the binary components of the Software, or assign or transfer your rights
under this License.
Single Product. The Software is licensed as a single product
and it may not be separated into its component files nor shall its component
files be used for any purpose other than as set forth in Section 1.
Distribution and Copying. You may not distribute the Software
or incorporate the Software or any portion of it into any other products
or software or create derivative works from it without the prior written
consent of Authorize.Net.
Changes and Updates. Authorize.Net may, in its discretion,
issue updates, corrections, and new releases (a "Change") to the Software.
Authorize.Net is not responsible for any damages suffered as a result of
such Change. If Authorize.Net chooses to issue a Change, the terms of this
License shall apply to such Change and the same shall be treated as Software
hereunder. Changes may require that you agree to additional or revised
terms and conditions as a condition of continued use of the Software. Unless
otherwise agreed to by Authorize.Net in writing, Authorize.Net shall have
no obligation to provide Changes, maintenance, or support to you or any
person to whom you provide access to the Software.
Government Use: Use, duplication or disclosure by or on behalf
of U.S. Government entities is subject to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted Rights clause at
FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights
in Technical Data and Computer Software clause at DFARS 252.227-7013, and
in similar clauses in the NASA AR Supplement. The contractor/manufacturer
is Authorize.Net Corporation, 3311 North University Avenue Suite 200, Provo,
UT 84604-4445 USA.
Restrictions on Export: You may not setup, download or otherwise
export or re-export the Software or any of its components, data, code or
technology except in full compliance with all United States and other applicable
laws and regulations. In particular, but without limitation, none of the
Software or it's components, data, code or technology may be downloaded
or otherwise exported or re-exported
into (or to a national resident of) Cuba, Iraq, Libya, Sudan,
North Korea, Iran, or Syria, or
to anyone on the U.S. Treasury Department's list of Specially
Designated nationals or the U.S. Commerce Department's Table of Deny Orders.
By downloading the Software, you are agreeing to the preceding terms and
are representing and warranting that you are not located in, under the
control of, or a national or resident of any such country or on any such
Limited Warranty: Authorize.Net warrants that if the Software
is inoperable or defective, it will make commercially reasonable efforts
to make available to you at no charge a replacement copy of the Software.
Authorize.Net and its vendors disclaim all other warranties, expressed
or implied, written or oral, including but not limited to those of merchantability,
fitness for a particular purpose, and infringement.
Limitation of Damages:
Except for a breach by you of your obligations under Sections
2(a), (b), and (c), the parties hereto, and their vendors (and any officers,
directors, employees and agents of the parties, and their vendors) shall
not be liable for any consequential, incidental or indirect damages.
Except for claims arising from criminal or willful misconduct,
the parties agree to waive any claim to seek punitive or exemplary damages.
Either party may terminate this License on 30 days written
notice for material breach by the other party of its obligations hereunder
unless such breach is cured within such 30-day period.
In addition to your termination right under paragraph (a)
you may terminate this license on 10 days written notice.
In addition to Authorize.Net's termination right under paragraph
(a), Authorize.Net may terminate this license as provided in Section 11.
Upon termination of this License, you will return or destroy
all copies of the Software in your possession.
Notices: All notices shall be given electronically, with
notices to you being sent to the electronic mail address which you furnish
at the time you install the Software and notices to Authorize.Net going
Trademarks: "Authorize.Net", the Authorize.Net logo, "Authorize.Net
Corporation", the Authorize.Net Corporation logo are trademarks of Authorize.Net
Corporation. Authorize.Net grants you a limited, non-exclusive license
to use those trademarks in displaying payment options on your web site
and in promotional documentation.
No Agency: Without Authorize.Net's written consent, you will
not represent that you are an agent of Authorize.Net, or that you have
been endorsed or certified by Authorize.Net.
Authorize.Net hereby agrees to indemnify you against any
loss or damage, including attorneys' fees and costs of litigation, arising
from a claim that the Software infringes a patent, copyright, trademark
or other intellectual property right of any other person.
You hereby agree to indemnify Authorize.Net against any loss
or damage, including attorneys' fees and costs of litigation, arising from
a claim that the Software infringes a patent, copyright, trademark or other
intellectual property right resulting from:
your use of the Software for purposes other than making use
of a payment service authorized by Authorize.Net; or
an unauthorized modification of the Software by you, provided,
however, that the foregoing indemnification obligation applies only to
such a claim that would have been avoided in the absence of such use or
In the event a party (the "Indemnified Party") becomes aware
of a claim described in Sections 10 (a) or (b) for which it may seek indemnification,
the Indemnified Party shall promptly give the other party (the "Indemnifying
Party") notice of the claim and permit the Indemnifying Party to assume
the defense of the claim. The Indemnified Party shall have the right to
participate in the defense at its expense.
Authorize.Net shall have no obligation to indemnify you with
respect to any claim to extent it is based on:
the use of the Software for a purpose other than using a
payment service authorized by Authorize.Net;
the use of the Software in combination with other products,
equipment, devices or software where such combination is likely to infringe
or infringes the rights of a third party; or
the alteration or modification of the binary elements of
the Software by or for you if such infringement charge would have been
avoided in the absence of such alteration or modification.
If the Software or any component of the Software becomes,
or in Authorize.Net's opinion is likely to become, the subject of a claim
of infringement, then you shall permit Authorize.Net, at its option and
to procure for you the right to continue using the Software
as permitted in this Agreement, or
to replace or modify Software or the infringing component
of the Software so that it becomes non-infringing. If, after the using
commercially reasonable efforts Authorize.Net is unable to cure the infringement,
either party may terminate this Agreement on written notice to the other.
It is the Licensee's understanding they will be charged the
rates and fees for their use of the Software as set forth in their Agreement
at the time of sale.
If the Licensee fails to stay current with the payment terms
as described in 12 (a), Authorize.Net reserves the right to discontinue
use of the Software by Licensee until paid in full.
Acceptable Use Policy: Merchant will not engage in Net Abuse,
that can be defined as (but is not limited to):
Sending any kind of unsolicited or unwelcome email to a substantial
number of network users, anywhere on the Internet.
Posting a single article or substantially similar articles
to an excessive number of newsgroups or mailing lists (i.e., 20 or more).
Repeated or deliberate posting of articles that are off-topic
according to the charter of that newsgroup or mail list.
Posting commercial advertising in almost any conference or
newsgroup, unless it is specifically permitted within that group. I understand
that Authorize.Net investigates all reported occurrences of net abuse,
and will take action according to the circumstances and severity of the
abuse. For first offenders, Authorize.Net will normally issue a warning,
and take necessary action to minimize any damage. Depending on the severity
of the breach of this policy, Authorize.Net may immediately take any of
the following actions:
Immediate suspension of your account, halting all processing
of credit card and/or ACH transactions.
Possible termination of account. Authorize.Net will not tolerate
Net Abuse of any kind.
Entire Agreement: This License constitutes the entire Agreement
between you and Authorize.Net pertaining to the subject matter hereof,
and supersedes in their entirety any and all written or oral Agreements
pertaining to the Software and its use between the parties.
Governing Law: This License Agreement shall be governed by
the laws of the State of Washington, United States of America.