Terms of Use

February 20, 2017

These Terms and Conditions of Use (the “Terms of Use”) apply to the ControlScan, Inc. (“ControlScan”) web sites located at www.controlscan.com, and all associated sites linked to www.controlscan.com or www.mycontrolscan.com by ControlScan, its subsidiaries and affiliates, including without limitation the ControlScan Merchant Portal (collectively, the “Site”).  BY USING THE SITE OR ANY ELECTRONIC SERVICES OR SOFTWARE OFFERED BY CONTROLSCAN (COLLECTIVELY, 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 CONTROLSCAN, WHETHER YOU ARE AN ACCOUNT HOLDER (DEFINED BELOW), A MERCHANT SERVICE PROVIDER, CREDIT CARD PROCESSOR, BANK OR INDEPENDENT SALES ORGANIZATION (COLLECTIVELY, AN “MSP”), A PARTY CONTRACTING FOR CONTROLSCAN SERVICES OR ANY OTHER PARTY (COLLECTIVELY, SUCH PARTIES MAY BE REFERRED TO HEREIN AS “YOU”).

ControlScan 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, ControlScan grants You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Ownership, Intellectual Property and Links

The Site is the property of ControlScan and its licensors.  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 ControlScan'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, and is protected by trade dress, 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 ControlScan.  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 ControlScan'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 ControlScan 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 ControlScan for downloading from the Site (such as data sheets, articles, and similar materials), provided that You (a) include ControlScan's copyright notice on such Content as follows: “Copyright ControlScan, Inc.  All rights reserved”; (b) not remove any proprietary notice language in all copies of such documents; (c) do not copy or post such information on any network, website or broadcast it in any media; (d) not use the Content for any purpose contrary to ControlScan's commercial interests; (e) do not modify, alter, or create derivative works of, the Content, and (f) 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 ControlScan.

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 ControlScan 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.   ControlScan 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 ControlScan or others.

Termination

You agree that these Terms of Use remain in effect for as long as You subscribe to, renew or use the Site.  You agree that ControlScan, in its sole discretion, may terminate or suspend Your use of the Site at any time and for any or no reason, even if access and use continues to be allowed by others.  Upon such suspension or termination, You must immediately discontinue use of the Site.  Accessing the Site after such termination, suspension or discontinuation shall constitute an act of trespass.  Further, You agree that ControlScan shall not be liable to You or any third party for any termination or suspension of Your access to the Site.

Accounts, Passwords and Security

Certain features or services offered on or through the Site, including the ControlScan 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 ControlScan 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 ControlScan of the security risk.

You may not use anyone else's ControlScan username, password or account at any time without the express permission and consent of such holder.  ControlScan 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 ControlScan's control and You acknowledge and agree that ControlScan 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 ControlScan.   You will need to make Your own independent judgment regarding Your interaction with these linked sites.

Purchases; Other Terms and Conditions

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, all of which terms are made a part of these Terms of Use by this reference.  If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to Your use of that portion of the Site or the specific service.

ControlScan may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice.  The materials on the Site with respect to products and services may be out of date, and ControlScan makes no commitment to update the materials on the Site with respect to such products and services.

Registering for the Services

When You accept these Terms of Use and complete the sign up process, You become an “Account Holder” of a “ControlScan Account”.  You agree to provide truthful and accurate account information for purposes of registration to use the Services and creation of Your ControlScan Account.

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

Disclaimer of Warranties

CONTROLSCAN MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THIS SITE.

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.  CONTROLSCAN DOES NOT PROMISE THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS.  YOU USE THE SERVICES OR ANY RELATED THIRD PARTY SERVICES AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

Limitation of Liability

CONTROLSCAN 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, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS ARISING OUT OF CONTROLSCAN'S SERVICES PROVIDED HEREUNDER.

Indemnity

You agree to indemnify and hold ControlScan, 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 ControlScan by any third party due to or arising out of, relating to, or in connection with: (a) Your use of the Site, and (b) use of the Marks.

Force Majuere

ControlScan 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.

Compliance with Law Including Export Control

You agree to use the Site in strict compliance with all applicable laws, rulings and regulations You shall take no actions which would cause ControlScan to be in violation of any laws, rulings or regulations applicable to ControlScan.

ControlScan and the Site are based in the United States.  The United States and certain other jurisdictions control the export of products and information.  You agree to comply with all such applicable restrictions and not to export or re-export the Content to countries or persons prohibited under the United States or other applicable export control laws or regulations.  If You access and download the Site (including any software or the Services) or information, You represent that You are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited.  You are solely responsible for compliance with the laws of Your local jurisdiction any other applicable laws regarding the import, export, or re-export of the Content.

Governing Law; Jurisdiction and Venue

These Terms of Use are to be governed and construed in accordance with the laws of the State of Georgia, 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 Cobb County, Georgia.  The arbitrator shall be selected by You and ControlScan, and if You and ControlScan 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 ControlScan and Your and ControlScan's respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction.

General

You may not assign these Terms of Use or any of Your interests, rights or obligations under these Terms of Use.  If any provision of these Terms of Use is deemed to be invalid, unlawful or unenforceable for any reason, all other terms shall remain in force.  No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition of any other term or condition.

Complete Agreement

Except as expressly provided in a separate license, service or other written agreement between You and ControlScan, these terms of use constitute the entire agreement between You and ControlScan pertaining to Your use of the Site and supersedes all prior discussions, communications, conversations and agreements concerning Your use of the Site.  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.

Questions, Comments & Complaints

ControlScan 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@controlscan.comor send mail to the following address: ControlScan Inc., 11475 Great Oaks Way, Suite 300.  Alpharetta, GA 30022.