This User Agreement ("Agreement") is a legal contract between you (either an individual or a single business entity) and Western Union Financial Services, Inc., and its affiliated and subsidiary companies ("WU") for governing your use of the AgentPortal web site (the "Site").
BY CLICKING THE I ACCEPT ICON BELOW, OR BY USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. ADDITIONALLY, YOU REPRESENT THAT YOU HAVE AN EXISTING, VALID LEGAL RELATIONSHIP WITH WU, AND ARE AUTHORIZED TO USE THE SITE TO FURTHER THE BUSINESS OF WU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE AN EXISTING, VALID LEGAL RELATIONSHIP WITH WU, DO NOT USE THE SITE.
TERMS OF USE1. OWNERSHIP.
The Site, and each of its modules, together with the arrangement and compilation of the content found on this Site, is the copyrighted property of WU and/or its various affiliates, subsidiaries, and where intended, third party providers and distributors. In addition, the trademarks, logos, and service marks displayed on this Site are registered and common law trademarks, logos, and/or service marks of WU, its affiliates, subsidiaries, and various third parties. Nothing contained on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the trademarks, logos and/or service marks without the prior written permission of WU, or such other party that may own the trademarks, logos, and/or service marks.
2. USE OF SITE.
WU grants you a limited, non-transferable license to use this Site in accordance with the terms and conditions of this User Agreement. You may only use this Site to obtain information and make legitimate transactions, and shall not use this Site for any other purposes, including without limitation, to make any speculative, false or fraudulent transactions. This Site and the content provided on this Site, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed without the prior written permission of WU, its affiliates, subsidiaries, or third party providers or distributors; except that you may download, display and print the materials presented on this Site for authorized commercial use only. You may not use any "robot", "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this Site, in any case without the prior written permission of WU. You agree that you will not transmit or otherwise transfer any Web pages, data or content found on this Site to any other computer, server, Web site, or other medium for distribution to any third party, mass distribution or for use in any unauthorized commercial enterprise.
You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of this Site. You agree that you will not take any action that imposes a burden or load on the WU infrastructure that WU deems in its sole discretion to be unreasonable or disproportionate to the benefits WU obtains from your use of the Site. Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of these materials on any other Web site or in any environment of networked computers is prohibited without prior written consent from WU. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane materials, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which
(a) infringes on the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any and all damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Site.
3. PRIVACY.
Your use of this Site is subject to our Privacy Policy. You have read that privacy policy and it is reasonable and acceptable to you. Your acceptance of these terms is also your consent to the information practices in our privacy policy.
4. REVIEW OF TRANSMISSIONS.
WU may, from time to time, monitor and review any information transmitted or received through this Site, and reserves the right to sensor, edit, remove, or prohibit the transmission or receipt of any information that WU deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your use of this Site constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions, or post any other information on this Site, you grant WU and its affiliates and subsidiaries a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content in any form, media or technology. WU takes no responsibility and assumes no liability for any content posted or submitted by you.
5. EXCLUSION OF WARRANTY.
WU, its affiliates, subsidiaries, and any third party providers and distributors make no warranty of any kind regarding this Site and/or any materials provided on this Site, all of which are provided on an "as is" basis. WU, its affiliates, subsidiaries, and any third party providers and distributors do not warrant the accuracy, completeness, currency or reliability of any of the content or data found on this Site, and such parties expressly disclaim all warranties and conditions, including implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. Neither WU nor any of its affiliates, subsidiaries, or third party providers and distributors warrants that this Site, its servers or any e-mail sent from WU are free of viruses or other harmful components. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific rights which vary from state to state.
6. LIMITATION OF LIABILITY.
WU assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing in this Site, or your downloading of any materials, data, text, images, video or audio from this Site. In no event shall WU, its affiliates, subsidiaries, or any third party providers or distributors be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, indirect, incidental, or consequential damages of any kind (including, but not limited to, lost profits or lost savings), whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with
(i) any use of this Site or content found herein; (ii) any failure or delay (including but not limited to the use or inability to use any component of this Site); or (iii) the performance or nonperformance by WU, its affiliates, subsidiaries, or any third party providers or distributors, even if such party has been advised of the possibility of damages to such parties or any other party. If, notwithstanding the foregoing, WU or any affiliates, subsidiaries, third party providers or distributors should be found liable for any loss or damage which arises out of or is any way connected with any of the above described functions or uses of this Site or its content, the liability of WU, its affiliates, subsidiaries and third party providers and distributors shall in no event exceed, in the aggregate, the lesser of (a) any actual fees charged for accessing this Site, or (b) US$100. In its sole discretion, in addition to any other rights or remedies available to WU and without any liability whatsoever, WU at any time and without notice may terminate or restrict your access to any component of this Site. Some states do not allow limitation of liability, so the foregoing limitation may not apply to you.
7. INDEMNIFICATION.
You are responsible for maintaining and protecting the confidentiality of your account information and your password(s), as well as the confidentiality and the WU intellectual property rights contained on this Site. You are fully responsible for all activities that occur, either with or without your knowledge, using your account and/or password. You shall indemnify and hold WU, its affiliates, and their respective officers, directors, agents, and employees, harmless from and against any and all claims, losses, damages, liabilities or expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from: (a) any violation of this Agreement; (b) any failure to comply with applicable law; (c) any negligent or willful misconduct committed by yourself, your officers, directors, agents, employees, or authorized or unauthorized users of your account or password, as applicable, or (d) any damage to the goodwill and value in and to the WU trademarks.
Neither WU, nor its affiliates, subsidiaries, or any third party providers or distributor shall be responsible for the content of any other Web sites, and they make no representations or warranties regarding any other Web sites or the contents or materials on such Web sites. If you decide to access other Web sites, you do so at your own risk. You also agree not to create a link from any Web site, including any site controlled by you, to this Site.
8. LINKS.
This Site contains links to other Web sites which are provided solely as a convenience to you and not as an endorsement by WU, its affiliates, subsidiaries, or its third party providers or distributors to the contents of such other Web sites. Neither WU, nor its affiliates, subsidiaries, or any third party providers or distributor shall be responsible for the content of any other Web sites,and they make no representations or warranties regarding any other Web sites or the contents or materials on such Web sites. If you decide to access other Web sites, you do so at your own risk. You also agree not to create a link from any Web site, including any site controlled by you, to this Site.
9. INJUNCTIVE RELIEF.
You acknowledge that a violation or attempted violation of any of this User Agreement and these terms and conditions will cause such damage to WU as will be irreparable, the exact amount of which would be difficult to ascertain, and for which there will be no adequate remedy at law. Accordingly, you agree that WU shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, your affiliates, partners, agents, employees, or authorized or unauthorized users of your account or your password, as well as recover from you any and all costs and expenses sustained or incurred by WU in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. You agree that no bond or security shall be required in connection with such injunction.
10. TERMINATION.
WU may terminate this User Agreement and these terms and conditions and/or the provision of any of the services at any time for any reason, including any improper use of this Site or your failure to comply with these terms and conditions. Such termination shall not effect any right to relief to which WU and its affiliates, subsidiaries, or any third party providers or distributors may be entitled, at law or in equity. Upon termination of this User Agreement and these terms and conditions, all rights granted to you will terminate and revert to WU and its affiliates, subsidiaries, and third party providers or distributors, as applicable.
11. GENERAL.
The headings in these terms are for your convenience and reference. These headings do not limit or affect these terms. Your acceptance of these terms and use of the Site do not create a joint venture, partnership, employment or agency relationship with WU. You may not assign, delegate or transfer your rights or obligations under these terms. WU may modify these terms, at any time, by posting conspicuous notice on the Site at least five (5) days before any modification becomes effective. Your continued use of the Site, following the posting of conspicuous notice of any modification, will be subject to the terms in effect at the time of your use. You will review these terms periodically. Your continued use of the Site, following the posting of conspicuous notice of any modification, will be your acceptance of the modified terms.
Except as described in the preceding sentences, you and WU can only modify these terms in a written document signed by any authorized representative of WU. If WU fails to act with respect to your breach or anyone else's breach on any occasion, WU is not waiving its right to act with respect to future or similar breaches. If a court finds any of these terms to be unenforceable or invalid, that term will be enforced to the fullest extent permitted by applicable law, and the other terms will remain valid and enforceable. These terms, together with those items made a part of these terms by reference, make up the entire agreement between you and WU related to your use of the Site, and replaces any prior understandings or agreements (whether oral or written) regarding your use of the Site. The laws of the State of New York (USA), without regard to its conflict of laws rules, will govern these terms and conditions, as well as your and WU's observance of them. If you take any legal action relating to your use of the Site or these terms, you agree to file such action only in the state and federal courts located in New York, New York (USA). In any such action or any action WU may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorneys' fees.