TERMS OF USE

  1. Description of Service and Acceptance

    Avant-Garde Marketing Solutions, Inc. ("Avant-Garde" or "AGMS") provides payment processing and related payment and marketing services and online content which contains specific copywritten, trademarked and/or registered information, documentation, marketing strategies, and other content (collectively, "Content") available on several websites including AGMS.com, OnlinePaymentProcessing.com, and ProcessPayments.com. This AGMS Content and any other features, tools, applications, materials or other services offered by AGMS, from time to time, in connection with its business on any of the Sites which are referred to collectively as the "AGMS Services."

    It is important anyone viewing this AGMS Content is responsible for following the terms and conditions described, herein referred to ("Terms of use" or "Terms") . By visiting the AGMS Site (whether or not you are a registered member) or using any of the AGMS Services on any of the Sites you are accepting and agreeing to comply with these "Terms" and therefore should take the time to carefully read them.

  2. Right to Change Terms

    AGMS may change these "Terms" from time to time and such changes shall become effective upon posting the new "Terms" on the applicable AGMS websites and can be found at https://www.agms.com/terms. Any visit to the AGMS websites or use of the AGMS Services on any of the Sites after the new "Terms" are posted will indicate the user's agreement to such changes. Therefore, it is important for you to read this page regularly to ensure you are familiar with the most updated "Terms."

  3. Access and Use of the AGMS Services

    AGE RESTRICTIONS: You must be at least 13 years of age to visit the AGMS website or use the AGMS Services on any Site.

    YOUR LICENSE: In exchange for your agreeing to comply with these "Terms" AGMS is willing to grant you a limited license to access and make personal, non-commercial use of the AGMS Services. AGMS owns and retains all rights to the content and Services. Please remember that the Content provided to users as part of the AGMS Services is owned by AGMS and its licensors and are protected by intellectual property laws, including trademark, trade secret, copyright, and other federal, state and local laws.

    THE CONTENT: You may view the Content for your own use only and may not download it, reproduce it, or redistribute it in any way. The reproduction, duplication, distribution (including by way of email, facsimile or other electronic means), publication, modification, copying, translation, broadcast, distribution, performance, display, sale, or transmission of the Content is strictly prohibited without the expressed written consent of AGMS and its officers. The Content covered by this restriction includes any text, graphics, logos, photographs, audio and video materials, stills, ideas, and intellectual property. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from, or based on, in any way, the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless you have obtained prior written consent of AGMS. These prohibitions apply even if you intend to give away the derivative materials.

    YOUR RESPONSIBILITIES: You may only use the AGMS Services for lawful and appropriate purposes only. More specifically, by accessing these websites you are agreeing not to use the AGMS Services in any way that:

    • violates the rights of others including patent, trademark, trade secret, copyright, publicity or other proprietary rights;

    • uses technology or other means to access the AGMS Services that is not authorized by AGMS (including disabling or circumventing any mechanisms for preventing the unauthorized reproduction or distribution of the AGMS Services);

    • accesses the AGMS Services through any automated system, including "robots," "spiders," or "offline readers" (other than public search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices – but not caches or archives – of the AGMS Services);

    • attempts to introduce viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

    • attempts to damage, disable, overburden, impair, or gain unauthorized access to the AGMS servers, computer network, or user accounts;

    • attempts to collect personally identifiable information;

    • encourages conduct that would constitute a criminal offense or that gives rise to civil liability;

    • violates these "Terms", guidelines or any policy posted on the AGMS website;

    • or interferes with any other party’s use and enjoyment of the AGMS Services.

    • DOWNLOADS: In order to participate in certain AGMS Services, you may be notified that it is necessary to download software or other materials or agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these "Terms".

    • SUSPENSION/DISCONTINUATION: In order to ensure that we provide you with a first class user experience, we may find it necessary to change, suspend or discontinue – temporarily or permanently – some or all of the AGMS Services, at any time without notice. It is important that you understand that AGMS will not be liable to you for any modification, suspension or discontinuance of the AGMS Services.

  4. Accounts and Registration

    We may, from time to time, offer various features that require registration or the creation of an account on the AGMS Site. If at any time you choose to register or create an account with us, these additional terms and conditions shall also apply.

    All registration information you submit must be accurate and current. Please keep your access codes confidential. You will not be required and in fact you are prohibited from revealing your access codes to anyone including any representative of any Site. You are responsible for all use and access on your account, including unauthorized use by any third party. Therefore, it is critical that you do not share your codes with anyone. Notify us as soon as you know of, or suspect, any unauthorized use of your account. Also make sure to update your information as it changes or notify us of your information changes in case we need to contact you.

    We reserve the right to immediately terminate your account or your use of the AGMS Services at any time without notice or liability if AGMS determines, in its sole discretion, that you have breached these "Terms," violate any law, rule, or regulation or engaged in other inappropriate conduct. We also reserve the right to terminate your account or your use of the AGMS Services if such use places an undue burden on our networks or servers. Of course, we would prefer to avoid such termination; therefore, we may use technology to limit activities, such as the number of calls to the AGMS servers being made or the volume of User Material (as defined below) being posted.

  5. Linked Websites and Advertising

    THIRD PARTY WEBSITES: If we provide links or pointers to other websites, no inference or assumption should be made that AGMS operates, controls or is otherwise connected with these websites. When you click on a link within the AGMS Services, we will not warn you that you have left a Site and are subject to the terms and conditions (including privacy policies) of the destination website. Please be careful to read the terms of use and privacy policy of any website before you provide any confidential information or engage in any transactions. You should not rely on these Terms for another website.

    AGMS is not responsible for the content or practices of any other website, even if it links to the AGMS Site or any of the other Sites and even if the website is operated by a company affiliated or otherwise connected with AGMS. By using the AGMS Services, you acknowledge and agree that AGMS is not responsible or liable to you for any content or other materials hosted and served from any third party website.

  6. TRADEMARKS

    AGMS, the AGMS logo, www.agms.com, and other AGMS marks, graphics, logos, scripts, and sounds are trademarks of AGMS. None of the AGMS trademarks may be copied, downloaded or otherwise exploited without AGMS' prior written consent.

  7. Disclaimed of Warranties, Limitation of Liability and Indemnity

    WHILE WE DO OUR BEST TO ENSURE THE OPTIMAL PERFORMANCE OF THE AGMS SERVICES, YOU HEREBY AGREE THAT USE OF THE AGMS SERVICES IS AT YOUR OWN RISK. THE AGMS SERVICES, INCLUDING THE AGMS SITE AND THE OTHER SITES, THE CONTENT, USER MATERIAL AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH THE SITES, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AGMS DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; OR THAT THE AGMS SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE OR RELIABLE.

    IN NO EVENT SHALL AGMS OR ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS (COLLECTIVELY, THE "AGMS PARTIES"), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE AGMS SERVICES (INCLUDING ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN, OBTAINED ON OR PROVIDED THROUGH THE SITES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, EVEN IF THE AGMS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

    YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE AGMS PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS AND YOUR USE OF THE AGMS SERVICES.

  8. General Information

    Export Controls: Software and the transmission of applicable technical data, if any, in connection with the AGMS Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

    Choice of Law: This Terms of Use is governed by, and construed in accordance with, the laws of the State of Texas without giving effect to principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts located in the Collin County of the State of Texas.

    No Waiver/Reliance: If you are made aware, by any means whatsoever, of other users violating these "Terms" it is your responsibility to notify AGMS. How AGMS responds to a party that is violating these Terms will be determined by AGMS. Do not rely upon AGMS' precise response in one situation as any indication of what AGMS might do with respect to a different party or a different situation at a different time. In addition, do not construe a waiver of any provision of these "Terms of Use" with respect to any user as a further or continuing waiver of such provision or any other provision with respect to that user or any other user. AGMS' decision to delay exercising or enforcing any right or remedy under these "Terms of Use" shall not constitute a waiver of such right or remedy.

    Integration, Amendment, and Severability: Please note that this "Terms of Use" constitutes the entire legal agreement between you and AGMS and governs your use of the AGMS Services and and websites and completely replaces any prior agreements between you and AGMS in relation to these AGMS Services and access. It is understood by both parties that this agreement, in its entirety, may not be amended or changed by you except in writing and signed by AGMS. Even if AGMS acts in a way that appears to you to be inconsistent with these "Terms of Use" such action(s) should not be deemed a waiver or constructive amendment of these "Terms." This "Terms of Use" operates to the fullest extent permissible by law. If any provision of these "Terms" is deemed unlawful, void or unenforceable, that provision will be considered severable from these "Terms" and does not affect the validity and enforceability of any remaining provisions.