Effective august 8, 2013

Welcome to www.esqpayment.com. This Site is designed for Esquire Payment Solutions business associates and partners. If you are a current, former or prospective ESQ cardholder, please go to our cardholder website located at https://myesqcard.com.

PLEASE READ THESE TERMS OF USE (THE “TERMS OF USE”) CAREFULLY. BY ACCESSING AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THE TERMS OF USE SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, DO NOT USE THIS SITE.

These Terms of Use explain a contractual agreement between you (“you,” “your”) and Esquire Payment Solutions (“we,” “us,” “our”), regarding your use of this Site, your access to the content available on the Site and your submission of any information to us through this Site.

You should print a copy of these Terms of Use for your records. Please note, however, that these Terms of Use may be updated and amended by us from time to time as provided herein and we have no obligation to notify you directly but will instead post any such updates and amendments to this web page.

1. PRIVACY POLICY.
As a condition to using the Site, you agree to the terms of our PRIVACY POLICY, as the same may be updated from time to time. While we understand that privacy is important to you, you agree that we may monitor, edit, or disclose your personal information in order to comply with any valid legal proceedings or government request, or as otherwise provided in these Terms of Use and our Privacy Policy. For more information, see our PRIVACY POLICY, which is incorporated in these Terms of Use by reference. As noted above, this Site is designed for Esquire Payment Solutions business associates and partners. If you are a current, former or prospective ESQ cardholder, please go to our cardholder website located at https://myesqcard.com. The Privacy Policy applicable to users of our cardholder website can be accessed here: https://myesqcard.com.

2. CHANGE TO TERMS OF USE.
We reserve the right, at our discretion, to change, modify, add, or remove any portion or all of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Furthermore, when you access the Site, you specifically acknowledge your agreement with the most current version of these Terms of Use. Your continued use of the Site after the posting of changes to these Terms of Use will mean you agree to those changes. Any amendment to these Terms of Use by you must be agreed to by us in writing.

3. DISCLAIMER.
THE INFORMATION, CONTENT AND MATERIALS ON THE SITE, INCLUDING WITHOUT LIMITATION TEXT, GRAPHICS, LINKS, TOOLS AND OTHER RESOURCES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT, AND MATERIALS ON THE SITE, INCLUDING WITHOUT LIMITATION USER-GENERATED CONTECT (AS DEFINED BELOW), WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

FURTHERMORE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION RESULTING FROM YOUR USE OF THE SITE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THORUGH OR OTHERWISE RELATED IN ANY WAY TO THE SITE, INCLUDING WITHOUT LIMITATION, USER-GENERATED CONTENT, NOR WITH RESPECT TO ANY THIRD-PARTY SITES OR SERVICES LINKED TO FROM THE SITE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, RELIABILITY, SAFETY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

You hereby irrevocably waive any claim against us with respect to information, content and materials contained on the Site, including without limitation, user-generated content.

4. OWNERSHIP OF CONTENT.
The Site and the content accessible through the Site, and all intellectual property rights included in or associated with the Site, including but not limited to patents, copyrights, trademarks and service marks (collectively, “Content”), are owned or licensed by us, and all right, title and interest in and to the Site and Content remains with us. Except as may occur when a web site is downloaded to your computer in the ordinary course of accessing such web site, material from the Site may not be copied, distributed, re-published, uploaded, posted, modified, reverse engineered, or transmitted in any manner without our prior written consent. Certain Content may be licensed from third parties and all such third-party content and intellectual property rights (including any trademarks or service marks) related to such content belong to the respective third parties. In all events, you may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or in the Content.

5. THIRD PARTY CONTENT AND LINKS.
We expressly disclaim any responsibility for the accuracy, completeness or availability of information, content and materials found on sites that link to or from the Site. We cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from the Site, or any third-party information, content or materials contained on the Site, including without limitation user generated content. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of, any of the information, content or materials contained on any third-party site.

We do not make any representations or warranties as to the security of any information, content or materials (including without limitation credit card and other personal information) you might be requested to give to any third party on or through any such third-party website, all of which will be governed by the applicable terms and conditions of use, privacy policies and other relevant agreements governing the use of such third-party website. You hereby irrevocably waive any claim against us with respect to information content and materials contained on any third-party sites, and any liability arising from or in connection with information, content or materials provided by you to such third-party sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

6. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY CLAIMING FOR OR THROUGH YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT, DIRECTLY OR INDIRECTLY, FROM (A) THE USE OF, OR THE INABILITY TO USE, THIS SITE OR CONTENT, MATERIALS OR FUNCTIONS ON THE SITE, OR (B) THE CONDUCT OR ACTION, WHETHER ONLINE OR OFFLINE, OF ANY USED OF THIS SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE.

MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS AND LICENSEES, OR ANY OF THE FORGOING ENTITITES’ RESPECTIVE SERVICE PROVIDERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, ACTS OF TERRORISM, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, STRIKES, LABOR DISPUTES, RIOTS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR ANY REASONS BEYOND THE REASONABLE CONTROL OF US OR OUR LICENSORS AND LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE SERVICE PROVIDERS.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE, OUR LICENSORS AND LICENSEES, NOR ANY OF THE FORGOING ENTITIES’ RESPECTIVE SERVICE PROVIDERS ARE RESPONSIBLE OR LIABLE FOR (A) ANY COMPATIBILITY BETWEEN THE SITE AND ANY WEB SITE, SERVICE, SOFTWARE OR HARDWARE OR (B) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE WITH ANY TRANSMISSIONS OR TRANSACTIONS RELATING TO THE SITE IN AN ACCURATE OR TIMELY MANNER.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION, EXCLUSION OR DISCLAIMER OF LIABILITY FOR THE CERTAIN PROVISIONS SET FORTH IN THESE TERMS OF USE, SO SUCH LIMITATIONS, EXCLUSIONS, OR DISCLAIMERS MAY NOT APPLY TO YOU.

7. PROHIBITED ACTIVITIES.
You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or other malicious code, intended to damage or interfere with the proper working of the Site or to surreptitiously intercept or expropriate any system, data or personal information from the Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, “spam” or any other such unsolicited overload technique. You agree not to use the Site or any material contained on the Site: (a) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law, including intellectual property law; (b) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (c) to interfere with or disrupt any other websites, servers or networks connected to the Site.

8. LAWS AND REGULATIONS.
You must comply with all applicable laws, statutes and regulations regarding: (i) use of the Site and receipt and use of the Services and (ii) release of information to and retrieval of information from the Site.

9. INDEMNIFICATION.
You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys fees) resulting from: (i) your use of the Site and receipt and use or misuse of the Site; (ii) your breach of any provision of these Terms of Use; (iii) any of your User Submissions; and/or (iv) our publication, distribution or use of any of your User Submissions, or the authorized publication, distribution or use of any such User Submissions by our affiliates or other authorized licensees pursuant to these Terms of Use.

10. ASSIGNMENT.
You will not have the right to assign or transfer your rights under these Terms of Use to any other person or entity without our prior written consent, which consent may be withheld for any reason or for no reason. Furthermore, you acknowledge and agree that your access to and use of the Site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of your rights under these Terms of Use.

11. TERMINATION.
These Terms of Use are effective until terminated by either you or us. You may terminate these Terms of Use at any time by discontinuing use of the Site and destroying all materials obtained from the Site and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise. In the event that you terminate these Terms of Use, you agree to notify us of such termination by sending notice of such termination using the methods listed under the heading CONTACT.

We may immediately terminate these Terms of Use with respect to you with or without cause and with or without notice to you in our sole discretion. Upon termination, you must cease use of the Site and destroy all materials obtained from the Site and all copies thereof, whether made under these Terms of Use or otherwise.

The provisions of these Terms of Use which by their nature should survive the termination of these Terms of Use shall survive such termination.

12. GOVERNING LAW; VENUE AND JURISDICTION.
You recognize that although the Internet can be accessed from anywhere in the world, the Site is located in the State of New York, United States of America, and that when you access the Site, you are doing so in the State of New York, United States of America. These Terms of Use shall be governed by and construed in accordance with the internal substantive laws of the State of New York without giving effect to any principles of conflict of law and the federal laws of the United States of America. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed, and that venue properly lies, only in state or federal courts located in State of New York, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. We make no representation that information, content or materials on the Site are appropriate or available for use in any particular location. Those who choose to use or access the Site do so on their own initiative and sole risk, and are responsible for compliance with all applicable laws including, but not limited to, any applicable local laws.

13. MISCELLANEOUS.
Headings are for reference purposes only. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside. These Terms of Use, and any web pages or other documents incorporated by reference, set forth the entire understanding and agreement between us with respect to the subject matter hereof. BY USING THE SITE AND/OR ACKNOWLEDGING ACCEPTANCE OF THESE TERMS OF USE AT VARIOUS TIMES ON THE SITE OR AS OTHERWISE SET FORTH HEREIN, YOU ACCEPT AND AGREE TO THESE TERMS OF USE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

14. CONTACT.
If you have any problems, questions or complaints about these Terms of Use or any Site issues, please contact us at (800) 710-7001.