The following Terms of Use govern the relationship between you and Moneris Solutions Corporation ("Moneris", "we", "us" or "our") with regard to your use of the Merchant Direct website (the "Site") and Merchant Direct service ("Merchant Direct"). Your acceptance of these Terms of Use (by checking "I agree" at the end of this document) and use of Merchant Direct indicate your consent to the terms and conditions set out herein. We may update the Terms of Use from time to time and you are responsible for periodically reviewing the most current version of the Terms of Use on the Merchant Direct section of www.moneris.com. Your continued use of this Site will be deemed your conclusive acceptance of the updated Terms of Use.
Intellectual Property and Confidentiality
You acknowledge that Merchant Direct and all the software, material, information and other contents including the transaction data generated by your business which, when compiled, makes up the Merchant Direct reports accessed by you on the Site ("Merchant Specific Content") contained on or otherwise accessible through this Site (collectively, the "Content") are the exclusive and proprietary property of Moneris, our affiliates and/or the party credited as the provider of such materials and information. You will not have or acquire any rights or interest in the Site or any of the Content accessed through the Site except as specifically set out in the Terms of Use. You further acknowledge that all trade marks, service marks and logos are the exclusive and proprietary property of Moneris, our affiliates and/or the party credited as the owner of such trade marks, service marks and logos and you will not have or acquire any rights or interest in any of such trade marks, service marks or logos.
The Site and the Content are protected by copyright both individually and as a collective work or compilation. Moneris owns and retains the copyright in the Site and the Content. You may download any of your Merchant Specific Content from this Site, provided that you do not make any commercial use of that Merchant Specific Content (unless otherwise agreed to by us in writing), and provided that you attribute all Merchant Specific Content that you download from this Site to Moneris or the authors indicated and that you keep in tact all copyright, trade mark or other proprietary notices. Subject to these Terms of Use, once any Merchant Specific Content is downloaded, you may manipulate and use it in any manner whatsoever.
You acknowledge that the Content is confidential and you agree to protect the confidentiality of the Content, and the proprietary rights of Moneris (or the applicable party) in the Content by taking appropriate steps to maintain the security of your password and by not allowing any third party to access or view any of the Content or to use the Site.
Material and Links on the Site
Links to third party websites are provided as a convenience only. The inclusion of any link does not imply endorsement, investigation or verification by us of the linked website or the material contained within the linked website.
We may alter, modify and/or update the Site, including any of the Content, periodically, in our discretion. Such alterations, modifications or updates may include the addition or deletion of features, functionality, text, data or other content. We may also eliminate or cancel any part of the items of Content or categories of Content contained on the Site, at any time.
Your Use of the Site
By using this Site, you are representing to us that you have the power and authority to accept these Terms of Use and to enter into this agreement with us and that you understand and accept the terms, conditions and risks relating to the use of this Site. You are also representing to us that you are capable of assuming, and do assume, such risks.
You further acknowledge and agree that the use of this Site by you may be restricted or limited as a result of federal, provincial, state or other applicable laws and you will act in accordance with all such restrictions and limitations.
You will be solely responsible for all costs and equipment associated with accessing and using any Content and/or this Site, including without limitation, Merchant Direct fees, telecommunications fees, modems, Internet access fees, third-party software and any related maintenance services.
If you breach any provisions of these Terms of Use or of any agreements between you and Moneris, we may, in our sole discretion, restrict, suspend or terminate your access to this Site or any of the Content without notice to you.
Limitation of Liability and Disclaimer
Neither Moneris, its employees, officers, directors, affiliates, agents or licensors (collectively, the "Representatives" make any representation or warranty (i) that access to Merchant Direct will be uninterrupted or error free, and (ii) that security breaches will not occur with respect to any information communicated through the Site and Merchant Direct, the Internet or any common carrier communications facility.
You acknowledge and agree that neither Moneris nor its Representatives will be liable to you for any claims, damages, losses, obligations, costs or expenses or other liability arising directly or indirectly from or otherwise concerning: (i) any termination, suspension, delay or disruption of service by the Internet, any common carrier or any third party service provider, (ii) any failure, disruption or malfunction of Merchant Direct, the Internet, or any communications network, facility or equipment beyond Moneris', its Representatives', or its third party provider's reasonable control, whether or not attributable to one or more common carriers, (iii) any damages arising from your failed attempts to access Merchant Direct or to view any Content via Merchant Direct, (iv) any damages arising from any failure to view, transmit, obtain or collect data or for human, machine or software errors or faulty or erroneous input, (v) the integrity of any Merchant Specific Content once it has been downloaded from the Site or, (vi) any damages resulting from any delays and/or losses arising in connection with Merchant Direct or the Site.
The information, material and other Content on the Site are provided for informational purposes only. While we try to be as complete and accurate as we can in preparing the Content on this Site, all Content is provided "as is" without any warranties of any kind and we make no representations and disclaim all express and implied warranties and conditions of any kind arising by statute or otherwise in law with respect to the Content, including without limitation, warranties of merchantability or fitness for a particular purpose, or warranty as to correctness, quality, accuracy or reliability of the Site or any of its Contents and we assume no responsibility to you or any third party for the consequences of any errors or omissions.
You acknowledge that all Content accessible on this Site is being provided to you without liability on the part of us or of our directors or officers, and no representation or warranty with respect to the Content is being made by us or our directors or officers. You agree that neither us nor our directors and officers will have any liability to you as a result of your use of any Content and this Site. We expressly disclaim any liability whatsoever for any losses or damages, whether direct, indirect, special, incidental, consequential or otherwise, arising from the use of this Site, or the Content.
Indemnification
You agree to indemnify and hold Moneris, its employees, officers, directors and licensors harmless from and against any claims and expenses, including reasonable legal fees, related to any breach of this agreement by you or any negligence or wilful misconduct with respect to your use of Merchant Direct.
Force Majeure
Moneris will not be liable for any delay or failure to carry or make continuously available the Site and/or Merchant Direct including where such delay or failure is due to any cause beyond the reasonable control of Moneris or any of its third party providers, including without limitation restrictions of law or regulations, labour disputes, acts of war or terrorism, acts of God, mechanical or electronic breakdowns, telecommunication facilities breakdowns or software bugs, errors or failures. Moneris' obligations hereunder are subject to its ability to obtain and maintain any and all required governmental licenses, permits or other authorizations, and its ability to comply with any and all laws, regulations, orders and other governmental directives which may be imposed on the Internet, the Site or Merchant Direct with respect to any of the foregoing.
Security Measures
We have security measures in place to protect the loss, misuse and alteration of the information posted on this Site. However, complete confidentiality or security is not yet possible over the Internet. Any information transmitted via the Internet may be intercepted by third parties. We assume no liability for interception, alteration or misuse of information transmitted over the Internet.
Governing Law
The Terms of Use will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Each party submits to the non-exclusive jurisdiction and venue of the courts of Ontario, located in Toronto, in order to enforce any provision of these Terms of Use and for any action or suit arising out of these Terms of Use.