Terms & Conditions
RETAIL MERCHANT SITE ACCESS AND USE AGREEMENT
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE, OR ACCESSING, USING, AND/OR UPLOADING INFORMATION TO THE SITE. YOU AGREE, ON YOUR OWN BEHALF AND ON BEHALF OF EACH ENTITY ON WHOSE BEHALF YOU ARE ACTING, TO BE BOUND BY THESE TERMS AND CONDITIONS, AS WELL AS POLICIES AS SUPPLEMENTED OR MODIFIED BY RTO MOBILE FROM TIME TO TIME, FOR EACH USE AND ACCESS OF THIS SITE. THESE TERMS AND CONDITIONS APPLY EXCLUSIVELY TO YOUR USE AND ACCESS OF THE SITE. NOTHING HEREIN IS INTENDED TO, NOR DOES IT, ALTER, MODIFY OR CHANGE THE TERMS AND CONDITIONS OF ANY EXISTING AGREEMENT YOU HAVE WITH RENT-TO-OWN MOBILE, LLC.
Subject to the conditions set forth herein, RTO Mobile may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. RTO Mobile will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to maximum Fees charged by RTO Mobile, RTO Mobile will provide at least 30 days’ advance notice of the change but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date of such revision.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY BY WHICH YOU ARE EMPLOYED OR OWN IN PART OR IN WHOLE OR FOR WHICH WORK AS AN INDEPENDENT CONTRACTOR, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOURSELF PERSONALLY AND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY.
1. RTO MOBILE ACCOUNTS
Section 1 discusses what you must agree to before using the Site or Site Services and the different types of RTO MOBILE accounts that can be created on the Site, as detailed below.
1.1 REGISTRATION AND ACCEPTANCE
1.2 ACCOUNT ELIGIBILITY
RTO Mobile offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) are an employee or agent of and are authorized to act for the entity named in the registration (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other federal, state, or local requirements with respect to your business, or the business for which you are acting, including but not limited to the provision of mobile device sales, rental, leasing, or lease-purchase transactions; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can enter legally binding contracts.
1.3 ACCOUNT PROFILE
To register for an Account to join the Site, you must complete have signed this Agreement and submitted the requested information to RTO Mobile’s satisfaction. You hereby permit RTO Mobile to disclose the information you submit to RTO Mobile employees, officers, agents, affiliates, advisors, and consultants. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. RTO Mobile reserves the right to decline acceptance of this Agreement for any lawful reason including but not limited to inaccurate or untruthful information. Upon acceptance of your of this Agreement, RTO Mobile will use selected information from the information you provide to create a User profile (“Profile”).
1.4 ACCOUNT TYPES
As described in this Section, there are different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, without limitation, if you already have an Organization Account (defined below), you can add a Company Account. Similarly, if you already have a Company Account, you can add a Store Account as a separate account type without re-registering to associate the Location Account with the Organization or Company Account. You agree not to have or register for more than one Organization or Company Account without express written permission from us. We reserve the right to revoke the privileges of any Account or Account type or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating or maintaining your Profile or Account.
1.4.1 ORGANIZATION OR COMPANY ACCOUNT
You can, as a merchant, request that RTO Mobile create an Organization or Company Account or add an Account type to use the Site and Site Services (an “Account”). Users can then be associated with your Account. Each User under a Merchant Account can be given a different Userid and different permissions to act on behalf of the Merchant Account.
1.4.2 LOCATION ACCOUNT
Upon establishing an Organization or Company Account, you can request that RTO Mobile add an Account type to use the Site and Site Services as a Location (a “Location Account”). A Location Account is an Account associated with an Organization or Company Account to reflect a unique location and allows permissions to be granted to Users under the Location Account which can be given different permissions to act on behalf of the Location (each, an “Location User”).
You acknowledge and agree that you are solely responsible, and assume all liability, for (a) the classification of your Location Users as your employees, partners, agents, or independent contractors; and (b) a Location Account operating in accordance
with applicable law in the jurisdiction of the location on behalf of you.
You further acknowledge and agree that (i) the person originating the Location Account may determine the information established in the Location Account and (ii) Location User Profiles may display information that may be visible to our employees, agents, affiliates, advisors, contractors, and consultants.
1.5 ACCOUNT PERMISSIONS
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, RTO Mobile may, in its sole discretion, elect to close any or all related or associated Accounts.
1.6 IDENTITY AND LOCATION VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on RTO Mobile. You hereby authorize RTO Mobile, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
1.7 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize RTO Mobile to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
2. PURPOSE OF RTO MOBILE
Section 2 discusses what RTO Mobile does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site, as detailed below.
The Site is an online service for retail merchants to their record customer rent-to-own orinformation about their customers and to obtain mobile device locking software (“Mobile Device Locking Software”) from us for downloading onto retail customers mobile devices and to control the operation of the Mobile Device Locking Software.
Subject to the Terms of Service, RTO Mobile provides the Site Services to Users, including hosting and
maintaining the Site, facilitating access to customer information, controlling the Mobile Device Locking Software, and assisting Users with the operation of the Site. When a User enters and accesses customer information by using the Site, the User hereby agrees to use the Site for lawful purposes.
2.1 RELATIONSHIP WITH RTO MOBILE
RTO Mobile makes the Site and Site Services available to enable you to transact directly
with customers. RTO Mobile is not a party to any contract between you and your customers nor is RTO Mobile responsible for the terms or conditions under which you contract with your customers.
Through the Site and Site Services, your customers may be notified at your request that you want to contact them, however, Users are responsible for evaluating and determining the suitability and lawfulness of any contact and to notify RTO Mobile in writing to cease any contact with your customers.
If Users decide to enter into a contract with a customer, the contract is directly between the Users and the customer and hereby agree that RTO Mobile is not a party to that contract. You acknowledge, agree, and understand that RTO Mobile is not a party to the relationship or any dealings between you and your customer. Without limitation, Users are solely responsible for (a) ensuring the accuracy of information entered and stored in the Site or presented to Users by the Site Services and any legality of any contract with a customer, (b) determining the suitability of other Users to authorize entering into a contract with a customer, (c) negotiating, agreeing to, and executing any terms or conditions of a contract with a customer, (d) performing services or delivering products under a contract with a customer, or (e) collecting monies from your customer pursuant to a contract.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a contract with a customer another and for verifying any information about a customer and a contract. RTO Mobile does not make any representations about or guarantee the truth or accuracy of any information provided by your customers; does not verify any feedback or information provided by to you by your customers whether entered into the Site or not; and does not vet or otherwise perform background checks on customers. You acknowledge, agree, and understand that RTO Mobile does not, in any way, supervise, direct, control, or evaluate your customers and is not responsible for any actions taken by your customers. RTO Mobile makes no representations about and does not guarantee, and you agree not to hold RTO Mobile responsible for, the quality, safety, or legality of any contract you enter with a customer of yours; the qualifications, background, or identities of customers; the ability of customers to perform their obligations under contracts you enter into with them; the ability of customers to pay for services or products pursuant to contracts you enter into with them; customer information provided to you by them, statements made by customers; or the ability or willingness of a customer or to actually complete a transaction or contract.
You also acknowledge, agree, and understand that you are solely responsible for determining, and have the sole right to determine, which customers to accept; the time, place, manner, and means of providing any products or services to them; the type of services you provide; and the price you charge for your services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of RTO Mobile, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) RTO Mobile will not have any liability or obligations under or related to contracts that you enter into with your customers and/or for any acts or omissions by you or other Users associated with your Account; (iii) RTO Mobile does not, in any way, supervise, direct, or control any User or; does not impose quality standard, procedures, or policies of your business; and does not dictate the performance, methods or process you or any Users associated with your Account use to perform services or enter into contracts with customers; (iv) you are free to determine when and if to enter into a contract with a customer, including the days and time periods reflected in any contract with a customer, and RTO Mobile does not set or have any control over the terms and conditions of a contract including without limitation the pricing you decided to include in any contract, nor is RTO Mobile involved in any other way in determining the nature and amount of any compensation that may be paid by you to your employees, agents, or independent contractors, or any other party associated with using the Site; (v) you will be paid at such times and amounts as agreed with a customer, and RTO Mobile does not, in any way, provide or guarantee that you will be paid by your customers; and (vi) RTO Mobile does not provide your customers with training or any equipment, labor, tools, or materials related to any contract you enter into with them. (vii) pursuant to the terms and conditions of the Software License Agreement (incorporated into this Agreement by reference), RTO Mobile grants you limited rights to you to download Mobile Device Locking Software to your customers mobile device and to control the Mobile Device Locking Software through the Site and Site Services.
You acknowledges and agree that you are solely responsible (a) for all tax liability associated with transactions between you and your customers, including but not limited to payments received from customers and recorded on the Site and through RTO Mobile, and that RTO Mobile will not withhold any taxes from payments received by you from customers and recorded through the Site; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you, your employees, agents, and independent contractors are not covered by or eligible for any insurance from RTO Mobile; (c) for determining whether you are required by applicable law to issue any particular invoices, statements, or other documents to customers and for issuing any such materials so required; (d) for determining whether you are required by applicable law to remit to the appropriate authorities any reports whether provided through Site Services or not, or any other taxes, or similar charges applicable to the contracts you enter into with your customers and remitting any such taxes or reports to the appropriate authorities, as appropriate.
3. CONTRACTUAL RELATIONSHIP BETWEEN YOU AND YOUR CUSTOMERS
Section 3 discusses the relationship you may decide to enter into with another your customer, including customers whose mobile device contains Mobile Device Locking Software, as detailed below.
3.1 CUSTOMER CONTRACTS
If you decide to enter into a contract with a customer, the contract is a contractual relationship directly between you and your customer. You and your customer have complete discretion both with regard to whether to enter into a contract with each other and with regard to the terms of any contract. You acknowledge, agree, and understand that RTO Mobile is not a party to any contract between you and your customer, that the formation of a contract between you and your customer will not, under any circumstance, create a relationship between RTO Mobile and your customer nor create a partnership or joint venture between RTO Mobile and you.
3.2 CONFIDENTIAL INFORMATION
To the extent a User provides Confidential Information to the us, we will protect the secrecy of the Confidential Information with the same degree of care as we use to protect our own Confidential Information, but in no event with less than due care. Upon a User’s written request, we will promptly destroy Confidential Information that we received or return the Confidential Information and any copies thereof contained in or on our premises, systems, or any other equipment otherwise under our control.
Section 5 and Exhibit A (incorporated herein by reference) describe what fees you agree to pay to RTO Mobile in exchange for RTO Mobile providing the Site and Site Services and Mobile Device Locking Software to you and what taxes RTO Mobile may collect, as detailed below.
5.1 SITE SERVICE AND SOFTWARE FEES
You agree to pay RTO Mobile an all-inclusive monthly Site Service that includes Mobile Device Locking Software Fee if applicable for the use of the Site, Site Services, and Mobile Device Locking Software in accordance with the applicable Fee schedules in effect at the time you use the Site, Site Services and/or Mobile Device Locking Software. Unless amended with notice by RTO Mobile, the fees set forth below in Schedule A are the maximum Fees that RTO Mobile may charge you for the Site, Site Services and Software. From time to time, promotional discounts, volume discounts, and fee sharing provisions may apply which reduce the fees set forth in Schedule A which shall be published the Administration Section of the Site under RTO Mobile Fee Guidelines. You agree to pay the fees published under RTO Mobile Fee Guidelines that are in effect at the time you originate a contract on the site and for the period of time a contract is active on the Site. The Fees are inclusive of the Mobile Device Locking Software licenses where required for each mobile device associated with a contract originated on the Site. Fees are charged starting on the date upon which you originate a new contract and shall continue until the last day of the month of the contract unless you notify RTO Mobile in writing that a contract is in default, in which case RTO Mobile will, from the date of notice, update the contract status to defaulted and cease charging fees related to that contract until such contract is either rescheduled or your customer’s payments towards that contract are made current and resume. Fees are not prorated for partial monthly use. Fees also include unlimited use of the Site. Fees exclude ACH, credit, or debit card transaction fees associated with Automatic Bill Payment (ABP) features of the Site which are billed separately and under separate agreement with the entity responsible for card processing.
Fees associated with returned ACH transactions and late fees are set forth below in Section 5.3.
5.2 PLATFORM MAINTENANCE FEE
No Platform Maintenance Fee shall be charged provided that each Location Account (store) originates a minimum of 1 (one) contract each calendar month. In months where no contracts have been originated, a Platform Maintenance Fee of $50 shall be charged.
5.3 RETURNED ACH FEES AND LATE PAYMENT FEES
Pursuant to the terms and conditions of the ACH Authorization Agreement and in accordance with Schedule A above, RTO Mobile charges and you agree to pay a $100.00 per Declined ACH Transaction Fees for returned ACH transactions, and Late Fees associated with invoices paid later than their respective due date, plus interest in accordance with Section 6.2 below.
RTO Mobile may be required by applicable law to collect taxes including, without limitation, software sales tax and any local sales taxes collectively as “Taxes”) in the jurisdiction of your location (the "Taxes"). In such instances, any amounts RTO Mobile is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to RTO Mobile under the Terms of Service.
6. PAYMENT TERMS
Section 6 discusses your agreement to pay Service and Software Fees and describes what happens if you do not pay, and related topics, as detailed below.
Upon the date that a Service and Software Fee becomes due, RTO Mobile will debit your checking account on file via ACH transaction for the amount of Service and Software Fees due upon that date and will post to your Account the detailed information associated with the ACH transaction.
If the ACH Transaction is declined and returned to us, we will be entitled to the remedies described in this Section 6.2 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, you will be deemed to be in default of this Agreement on the earliest occurrence of any of the following:
(a) you fail to pay the Service and Software Fees when due,
(b) you fail to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a ACH transaction is declined,
(c) you initiate a chargeback with a bank or other financial institution resulting in a charge made by RTO Mobile for the Site Service and Software Fees or such other amount due being, or
(d) you take other actions or fail to take any action that results in a negative or past-due balance on your account.
If you are in default, RTO Mobile may, without notice, temporarily or permanently close your Account and revoke your access to the Site and Site Services, including your authority to use the Site to operate Mobile Device Locking Software, enter into customer contracts, post customer payments, access existing customer information, or register new customers. However, you will remain responsible for any amounts that accrue at the time a limitation is put on your Account as a result of the default.
If you are in default for non-payment or late payment, to the extent allowable by law, we reserve the right to operate the Mobile Device Locking Software installed on your customer’s phone at our discretion, including without limitation, locking the device without regard to your customer’s outstanding balance, until such time as your default is remedied to our satisfaction and you are no longer in default.
Without limiting other available remedies, you must pay RTO Mobile upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
RTO Mobile, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from you or make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
6.5 NO RETURN OF FUNDS
You acknowledge and agree that RTO Mobile will charge your designated bank account, credit card or debit card for the Service and Software Fees incurred as described herein and that once RTO debits your designated bank account for the Fees, the charge or debit is non-refundable, except as otherwise required by applicable law.
You also acknowledge and agree that the Terms of Service provide a dispute resolution process as a way for you to resolve disputes. To the extent permitted by applicable law, you therefore agree not to ask your bank to decline any ACH transaction charged pursuant to the Terms of Service for any reason. A declined ACH transaction in breach of the foregoing obligation is a material breach of the Terms of Service. If you decline an ACH transaction in violation of this Agreement, you agree that RTO Mobile or may institute collection action against you and take such other action it deems appropriate.
6.6 PAYMENT METHODS
payments and manage your Payment Method information.
Payment Methods will be charged by Rent-To-Own Mobile LLC. By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) you are legally authorized to provide such information; (b) your are legally authorized to make payments using the Payment Method(s); (c) if you are an employee or agent of a company or person that owns the Payment Method, that you are authorized by the company or person to use the Payment Method to make payments to RTO Mobile; and (d) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law.
When you authorize a payment using a Payment Method via the Site, you represent and warrant that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from your Payment Method(s), you are solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, RTO Mobile is not liable to you if RTO Mobile does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. RTO Mobile will make commercially reasonable efforts to work with you to resolve such transactions in a manner consistent with this Agreement.
7. RECORDS OF COMPLIANCE
Section 7 discusses your agreement to make and keep all required records, as detailed below.
You agree to: (a) create and maintain records to document satisfaction of your legal obligations under this
Agreement, including, without limitation, your respective payment obligations and compliance with tax, consumer finance, fair debt collections, and other commercial and employment laws including without limitation Federal Trade Commission laws and (b) provide copies of such records to RTO Mobile upon request.
Nothing in this subsection requires or will be construed as requiring RTO Mobile to supervise or monitor your compliance with federal, state, or local laws, the other Terms of Service, or a contract(s) with your customers. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on RTO Mobile’s part to store, backup, retain, or grant access to any information or data for any period.
8. WARRANTY DISCLAIMER
Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE
CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS
AVAILABLE” BASIS. RTO MOBILE MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, MOBILE DEVICE LOCKING SOFTWARE, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RTO MOBILE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST RTO MOBILE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
9. LIMITATION OF LIABILITY
Section 9 discusses your agreement that RTO Mobile usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you an amount no greater than the fees you have paid RTO Mobile, as detailed below.
RTO Mobile is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to your use of or your inability to use our Site or Site Services or Mobile Device Locking Software; delays or disruptions in our Site or Site Services; viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services or Mobile Device Locking Software; glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services or Mobile Device Locking Software;
damage to your hardware mobile device from the use of the Site or Site Services or Mobile Device Locking Software; the content, actions, or inactions of third parties’ use of the Site or Site Services; a suspension or other action taken with respect to your Account; and your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL RTO MOBILE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF RTO MOBILE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE FEES YOU HAVE PAID TO RTO MOBILE WITH RESPECT TO SITE SERVICES DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Section 10 discusses your agreement not to hold us responsible for any dispute you may have with a customer, as detailed below.
In addition to the recognition that RTO Mobile is not a party to any contract between you and your customers, you hereby release RTO Mobile, our affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with your customer, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Site, Site Services, or Mobile Device Locking Software provided by us and requests for refunds from your customers.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542
(AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that RTO Mobile failed to meet our obligations under the Terms of Service.
Section 11 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or Mobile Device Locking Software or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless RTO Mobile, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services and Mobile Device Locking Software by you, your employees, or your agents, including any payment obligations or default (described in Section 6.2 (Non-Payment)) incurred through use of the Site Services; (b) any contract entered into by you or your agents, including, but not limited to, the classification of a consumer finance contract; (c) failure to comply with the Terms of Service by you, your employees, or your agents; (d) failure to comply with applicable law by you, your employees, or your agents; (e) negligence, willful misconduct, or fraud by you, your employees, or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Fair Debt Collection Practices Act (FDCPA), infringement of the Consumer Credit Protection Act (CCPA), or any allegations thereof to the extent caused by you or your employees or your agents. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your Account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
12. AGREEMENT TERM AND TERMINATION
Section 12 discusses your and RTO Mobile’s agreement about when and how long this Agreement will last, when and how either you or RTO Mobile can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and RTO Mobile expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@RTO Mobile.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. As set forth earlier in this Agreement, RTO Mobile is not party to any contract between you and your customer. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise any contract entered into between you and your customers. However, you understand and agree that termination of this Agreement by either party may impair your ability to service contracts with your customers.
If you attempt to terminate this Agreement while having one or more open contracts between you and your customer, you agree (a) you hereby instruct RTO Mobile to immediately remove or disable Mobile Device Locking Software from the customer’s mobile device; (b) you will continue to be bound by this Agreement and the other Terms of Service until Mobile Device Locking Software has been removed or disabled from all mobile devices registered through the Site and Site Services; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to RTO Mobile for any Site Services or such other amounts owed under the Terms of Service and this Agreement.
Without limiting RTO Mobile’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or
any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, or RTO Mobile or our Affiliates; may be contrary to the interests of the Site; or may involve illegal activity.
If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without RTO Mobile’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of RTO Mobile and the Site depend on truthfulness and transparency of your Account, including both yourself and other Users associated with your Account. You therefore agree as follows: IF RTO MOBILE DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, RTO MOBILE HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY YOUR CUSTOMERS THAT HAVE ENTERED INTO CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE.
YOU AGREE THAT RTO MOBILE WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY OF YOUR CUSTOMERS REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
12.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, customer information, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which RTO Mobile will have no liability whatsoever. RTO Mobile, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or RTO Mobile from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
13. DISPUTES BETWEEN YOU AND RTO MOBILE
Section 13 discusses your agreement with RTO Mobile and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and RTO Mobile or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 13.4.4 below, you, RTO Mobile, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with RTO Mobile (including without limitation any claimed employment with RTO Mobile or one of our Affiliates or successors), the termination of your relationship with RTO Mobile, or the Site Services (each, a “Claim”) in accordance with this Section 13 (sometimes referred to as the “Arbitration Provision”).
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any
payments or monies you claim are due to you from RTO Mobile or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, termination, discrimination, retaliation or harassment and claims arising under the Consumer Credit Protection Act (CCPA), Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Genetic Information Non-Discrimination Act, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with RTO Mobile or the termination of that relationship.
Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
13.2 CHOICE OF LAW
13.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and RTO Mobile agree to first notify each other of the Claim. You agree to notify RTO Mobile of the Claim by email to legalnotices@RTO Mobile.com, and RTO Mobile agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and RTO Mobile then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or RTO Mobile, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and RTO Mobile will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
13.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
This Arbitration Provision applies to all Users except Users located outside of the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, RTO Mobile, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
13.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with RTO Mobile ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the RTO Mobile Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by merchants that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where merchant is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and RTO Mobile will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with RTO Mobile to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This Arbitration Provision does not apply to litigation between RTO Mobile and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 13.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 13 unless all parties to that arbitration consent in writing to that amendment. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. RTO Mobile will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
13.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and RTO Mobile agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
13.4.3. CLASS AND COLLECTIVE WAIVER
Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and RTO Mobile agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and RTO Mobile agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, RTO Mobile may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
13.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
You may opt out of the Arbitration Provision contained in this Section 13 by notifying RTO Mobile in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to RTO Mobile at Attn: Legal at email@example.com that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to firstname.lastname@example.org. Opting out of this Arbitration Provision will not affect any other terms of this Agreement. If you do not opt out as provided in this Section 13.4.4, continuing your relationship with RTO Mobile constitutes mutual acceptance of the terms of this Arbitration Provision by you and RTO Mobile. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
13.4.5. Enforcement of this Arbitration Provision
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of
this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 13.4.3, above, is deemed to be unenforceable, you and RTO Mobile agree that
this Arbitration Provision will be enforced to the fullest extent permitted by law.
Section 14 discusses additional terms of the agreement between you and RTO Mobile, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
14.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and RTO Mobile relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to
the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though RTO Mobile drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or RTO Mobile because of the authorship of any provision of the Terms of Service.
14.2 MODIFICATIONS; WAIVER
No modification or amendment to the Terms of Service will be binding upon RTO Mobile unless in a written instrument signed by a duly authorized representative of RTO Mobile or posted on the Site by RTO Mobile. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without RTO Mobile’s prior written consent in the form of a written instrument signed by a duly authorized representative of RTO Mobile. RTO Mobile may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
14.5 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
14.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
14.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
RTO Mobile makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
14.8 CONSENT TO USE ELECTRONIC RECORDS
15. AUTHORIZATION TO INITIATE DEBIT ACH TRANSACTIONS
You hereby, and by virtue of forwarding a copy of a voided check, authorize Rent-To-Own Mobile dba RTO Mobile to initiate debit entries into your business checking account at the depository financial institution indicated on the copy of the voided check accompanying your signature on this Agreement, hereafter called DEPOSITORY AUTHORIZATION, and to debit the same to such account. You acknowledge that our origination of the ACH transactions to your account must comply with the provisions of U.S. law. This authorization is to remain in full force and effect until COMPANY has received written notification from you (or either of us) of its termination in such time and in such manner as to afford COMPANY and DEPOSITORY a reasonable opportunity to act on it. NOTE: WRITTEN DEBIT AUTHORIZATIONS MUST PROVIDE THAT THE RECEIVER MAY REVOKE THE AUTHORIZATION ONLY BY NOTIFYING THE ORIGINATOR IN THE MANNER SPECIFIED IN THE AUTHORIZATION.
Section 15 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, indicated when the term is put in quotation marks and/or bold font.
“Confidential Information” means any material or information provided to us by you to about your business or to record your customer’s information in the Site. Confidential Information does not include material or information that is known to the public or that is (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Customer Contract” means any contract that you enter into with a customer of yours.
The term “including” as used herein means including without limitation.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Mobile Device Locking Software” means software licensed to you by RTO Mobile and downloaded through the Site and Site Services for operation on your customer’s mobile device by sublicense. The use of the Mobile Device Locking Software is subject to user terms and conditions delivered with the software and is restricted for use on compatible mobile devices. The list of mobile devices for which Mobile Device Locking Software is compatible is published at www.rtomoble.com.
“Payment Method” means a valid credit card or debit card issued by a bank acceptable to RTO Mobile, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as RTO Mobile may accept from time to time in our sole discretion.
“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.