These Terms and Conditions (the “Terms”) state the terms and conditions that govern your use of or access to the Digital Bill Pay service (“Service”) and website (“Website”) in response to a request to make a payment to a customer of JPMorgan Chase Bank, National Association and its affiliates. As used herein, the terms “Bank,” “us,” “we,” or “our” mean JPMorgan Chase Bank, National Association, or any affiliate as further detailed below, agent, independent contractor, designee, or assignee that we may, at our sole discretion, involve in the provision of the Service; “you,” or “your” or “Counterparty” mean an individual or entity who uses the Service for the purposes of responding to payment requests from our business customers (“Bank Customer”) who desire to receive payments from you. In the interest of transparency, the Digital Bill Pay Services, including the Website and related products and tools are provided to Bank Customers together with Paymentus Corporation (“Supplier”) in accordance with the Digital Bill Payment Service Terms provided to the Bank Customers.
By using this Service and Website, you agree to these Terms and acknowledge that you agree to be bound by the Terms stated below. Any such use shall have the same force and effect as a paper copy of an agreement that has been manually signed and delivered by you on your behalf or by an authorized signatory of you. If you find these Terms unacceptable to you at any time, please discontinue your use of or access to the Service and Website.
We may amend or change these Terms from time to time, in our sole discretion. A notification of any amendments or changes to the Terms will appear the next time you access the Service and Website.
1. Responding to Bank Customer requests for payment.
To use the Service and Website to respond to a Bank Customer’s request for payment, you may need to provide the identifier required by the Bank Customer as provided by the Bank Customer to you. Once entered, as applicable, you must authorize the Bank, Supplier, and/or Bank Customer to debit your account, credit card, or digital wallet, all as defined below as options for Payment Methods. If you have specified a later date for any payment and wish to cancel it, you may do so by contacting the Bank Customer. Cancellations may be made up to and until the specified cut-off period informed to you by the Bank Customer. After the cut-off period, your account will be debited in the amount authorized, and you will have to request a refund from the Bank Customer. Passwords are not required for one-time payments.
2. Recurring Payments & Registration.
To set up recurring payments, you may need to register on the Website (“Register”) by creating a profile (“User Profile”), setting a password, and providing current, complete, and accurate information as requested at registration, including, but not limited to, your name. Some registration information and other identifying information may be provided to us directly from the Bank Customer from time to time. If you register on the Website on behalf of another person (such as a company), you must be authorized to agree to the Terms on its behalf. In responding to the Bank Customer’s payment request, you may make payments through one of the offered payment methods made available to you by the Bank and/or the Bank Customer, which may include a bank transfer, credit or debit card, stored value digital wallet account maintained at a third party wallet provider (“Third Party Wallet”), or one or more other disbursement methods (collectively “Payment Methods”). The Bank and/or its Supplier will put in place reasonable measures to prevent unauthorized use of your User Profile. You must take reasonable measures to ensure that your User Profile is not used by anyone other than you as further detailed below. If you elect to save your Payment Methods and their associated data for future use, it will be used at your request to make future payments to the Bank Customer and in accordance with our Privacy Policy.
If enabled by the Bank Customer, once you create your User Profile, you can enroll in automatic payments in connection with future payment requests from the Bank Customer. If you authorize the Bank Customer to initiate automatic payments from the Bank Customer to the Payment Method you selected, you understand that the amount of the payments may vary.
You may cancel an automatic payment up to and until the specified cut-off period informed to you by the Bank Customer. You may do so by contacting the Bank Customer. If you choose to cancel an automatic payment, future automatic payments to or from the Bank Customer are not impacted, unless you specify otherwise.
3. Payment Authorizations.
By using this Website and Service, you hereby authorize us and/or the Supplier, and/or Bank Customer to debit, credit, and/or send instructions depending on the Payment Method as outlined below:
ACH Authorization.
By clicking on the designated button or other option afforded to you to complete a payment, or otherwise authorizing a payment, you authorize the Bank and/or its Supplier to initiate a one-time or recurring ACH debit to the bank account you provided in the amount indicated by the Bank Customer, plus any applicable fees, if indicated and informed of before authorization. You acknowledge that if you choose to make payments to the Bank Customer using your bank account, you authorize the Bank and/or Supplier to debit your account in the amount specified, including any adjustments necessary for any transactions which are credited or debited in error and any such debit shall be pursuant to the debit authorization provided by you to the Bank Customer through the Service and Website. You understand that, as soon as you authorize the payment, the funds may be immediately withdrawn from your bank account, unless you have specified a later date. Under general and expected circumstances, refunds are at the Bank Customer’s discretion.
Debit and Credit Card Authorization.
By clicking on the designated button or other option afforded to you to complete a payment, or otherwise authorizing a payment, you agree to pay the amount indicated by the Bank Customer plus any applicable fees, if indicated and informed of before authorization, according to the card issuer agreement governing the debit or credit card whose details you have provided. All authorizations are subject to the agreements governing your credit or debit card. Payment transactions by card will only be completed after receiving successful authorization from your card company. You acknowledge that if you choose to make payments to the Bank Customer using your credit or debit card, you authorize the Bank to debit your credit or debit card in the amount specified, including any adjustments necessary for any transactions which are credited or debited in error and any such debit shall be pursuant to the debit authorization provided by you to the Bank Customer through the Service and Website. Under general and expected circumstances, refunds are at the Bank Customer’s discretion.
Third Party Wallet Authorization.
If you choose to make a payment to the Bank Customer using a Third Party Wallet Payment Method as made available to you by the Bank Customer, such transactions will be processed by the Third Party Wallet provider in accordance with its terms and conditions. THE BANK IS NOT THE PROVIDER OF THE THIRD PARTY WALLET, AND IS NOT RESPONSIBLE FOR PROVIDING THE THIRD PARTY WALLET SERVICES TO YOU AND ITS SOLE RESPONSIBILITY WILL BE TO TRANSMIT THE TRANSACTION INFORMATION TO THE THIRD PARTY WALLET PROVIDER. WE ARE NOT RESPONSIBLE FOR ANY FAILURE OF THE THIRD PARTY WALLET, OR THE INABILITY TO USE THE THIRD PARTY WALLET FOR ANY REASON. WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE OR NON-PERFORMANCE OF THE THIRD PARTY WALLET PROVIDER OR ANY OTHER THIRD PARTIES REGARDING ANY AGREEMENT YOU ENTER INTO WITH THE THIRD PARTY WALLET PROVIDER OR ASSOCIATED THIRD PARTY RELATIONSHIPS THAT MAY IMPACT YOUR USE OF THE THIRD PARTY WALLET.
4. Bank as intermediary.
In all instances of usage of this Service and Website, you understand and acknowledge that any payments sent or received are on the behalf of the Bank Customer, not the Bank. You acknowledge it is you, not the Bank, who is responsible for paying funds to the Bank Customer. We are acting as an intermediary and our responsibility is to process instructions from the Bank Customer to collect through the Payment Method you selected. In doing so, we are not acting as a debt collector for the Bank Customer and we have no obligation to pay the Bank Customer if you fail to do so. You agree and acknowledge that the payment obligations are not for and do not relate to debts or accounts in default or delinquency or that are past due under any terms of any agreement between you and the Bank Customer or under applicable law. You agree that using the Service and Website to make a payment to the Bank Customer is an option and not a required method of paying the Bank Customer and you must contact the Bank Customer for any acceptable alternative payment method.
5. Password.
A password is only required should you choose to create a User Profile. Access to the Service and your User Profile is restricted through user ID (“User ID”) and/or password protection. Any password chosen by you is for your use only, and may not be disclosed to any other person or entity, unless they are an employee, director, or agent of yours that you have authorized to use the Service, Website, and User Profile on your behalf. You shall notify the Bank Customer as soon as you reasonably can after becoming aware that any password is compromised or lost, or after becoming aware of or suspecting any other breach in security, including without limitation any security breaches relating to the password, User Profile, Service, or the Website. You shall ensure that any password is not retained by an employee after the termination of such individual’s employment relationship with you. You agree to inform the Bank Customer as soon as you reasonably can if a person with access to a password leaves your employment to which that password has been assigned. We or the Supplier may change the parameters for the password without prior notice to you, and if we do so, you will be required to change the password the next time you access your User Profile. We reserve the right to deny your access to the User Profile, Service, and/or Website, or any part thereof, or to maintain or restore security or performance to the User Profile, Service and/or Website. We may do so if we reasonably believe your password has been or is likely to be obtained or is being used or is likely to be used by an unauthorized person(s). We will make reasonable efforts to notify you in advance, but cannot guarantee we will do so.
6. Text Messages and Email.
BY USING THE SERVICE AND/OR WEBSITE, YOU ARE CONSENTING TO JPMORGAN CHASE BANK, N.A. AND ITS AGENTS AND SUPPLIERS AND THE BANK CUSTOMER TO CONTACT YOU IN CONNECTION WITH YOUR USE OF THE SERVICE AND/OR WEBSITE VIA THE TELEPHONE NUMBER, EMAIL ADDRESS, OR OTHER DELIVERY LOCATION WE HAVE IN OUR RECORDS FOR YOU OR VIA SUCH OTHER CONTACT INFORMATION AS YOU MAY PROVIDE TO US OR TO THE BANK CUSTOMER. YOUR CONSENT ALLOWS US AND/OR OUR SUPPLIERS AND/OR THE BANK CUSTOMER TO USE EMAIL, TEXT MESSAGING, ARTIFICIAL OR PRERECORDED VOICE MESSAGES, AND AUTOMATIC OR AUTOMATED DIALING TECHNOLOGY FOR INFORMATIONAL AND SERVICE CALLS (SUCH AS AN ACTIVATION CODE OR PAYMENT NOTIFICATIONS) BUT NOT FOR TELEMARKETING OR SALES CALLS. YOU AGREE THAT IF YOU WITHDRAW YOUR CONSENT TO ALLOW US AND/OR OUR SUPPLIERS AND/OR THE BANK CUSTOMER TO CONTACT YOU IN CONNECTION WITH YOUR USE OF THE SERVICE AND/OR WEBSITE AS CONTEMPLATED ABOVE, SOME OR ALL FEATURES OR ATTRIBUTES OF THE SERVICE AND/OR WEBSITE MAY NOT BE AVAILABLE TO YOU. MESSAGE AND DATA RATES MAY APPLY. YOU MAY UPDATE YOUR CONTACT INFORMATION AND CHANGE THESE PREFERENCES ON THE WEBSITE AT ANY TIME. YOU UNDERSTAND AND AGREE THAT VOICE AND TEXT MESSAGES, TRANSMISSIONS, AND ACCESS MAY NOT BE ENCRYPTED AND MAY INCLUDE PERSONAL OR CONFIDENTIAL INFORMATION ABOUT YOU. MESSAGES MAY BE DELAYED OR IMPACTED BY FACTOR(S) PERTAINING TO YOUR PHONE CARRIERS OR OTHER PARTIES. WE WILL NOT BE LIABLE FOR LOSSES OR DAMAGES ARISING FROM ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES, NON-DELIVERY, DELAYED DELIVERY, MISDIRECTED DELIVERY OR MISHANDLING OF, OR INACCURATE CONTENT IN, THE MESSAGES SENT BY US AND/OR OUR SUPPLIERS AND/OR THE BANK CUSTOMER EXCEPT WHERE SUCH LOSSES OR DAMAGES ARE SOLELY AND DIRECTLY CAUSED BY OUR GROSS NEGLIGENCE OR FRAUDULENT CONDUCT. THE BANK ACKNOWLEDGES THAT, FOR PURPOSES OF QUEBEC LAWS, ITS LIABILITY WILL NOT BE EXCLUDED FOR CONSEQUENCES OF ITS OWN CONDUCT.
7. Notices.
You agree that by using the Service and/or Website, all notices or other communications which we, our Supplier, and/or the Bank Customer may be required to give you and/or which arise from the obligations under these Terms, the Service, and/or the Website may be sent to you electronically to any electronic mail address we have for you, or at our option, another electronic mail address you provide to us and/or the Bank Customer or in any other manner permitted by law.
8. Intellectual Property.
Our Supplier is the owner of all intellectual property rights subsisting on each Website page of the Service. Unless otherwise indicated, trademarks and logos, and all works, including texts, images, illustrations, software, HTML codes, audio clips and videos appearing on the Website are the property of our Supplier and without its express written permission, may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, except for personal and non-commercial use, including viewing, printing or archiving of electronic copies of your Website activities, in accordance with these Terms and as we may further instruct you. Nothing within these Terms, Service, or Website is to be interpreted as conferring a right to use the Supplier’s works, trademarks or logos in any other way.
9. License.
We grant to you, for your personal use or, if you are a business, internal business purposes only, a nonexclusive, limited and revocable right to access and use the Service and Website. You agree not to use or access the Service, Website, or any materials, documents or content obtained via the Service or Website (“Information”) for any other purpose, including commercial purposes, such as co-branding, framing, linking, or reselling or creating any derivative work from any Information or any portion of the Service and/or Website without our prior written consent.
10. Computer Equipment; Browser Access and Internet Services.
YOU ARE RESPONSIBLE FOR OBTAINING, INSTALLING, MAINTAINING AND OPERATING ALL SOFTWARE, HARDWARE AND OTHER EQUIPMENT (COLLECTIVELY “SYSTEM”) NECESSARY FOR YOU TO ACCESS AND USE THE SERVICE AND WEBSITE. THIS RESPONSIBILITY INCLUDES, WITHOUT LIMITATION, UTILIZING UP TO DATE WEB-BROWSERS AND COMMERCIALLY AVAILABLE ENCRYPTION, ANTIVIRUS, ANTI-SPYWARE, AND INTERNET SECURITY SOFTWARE. YOU ARE ADDITIONALLY RESPONSIBLE FOR OBTAINING INTERNET SERVICES VIA THE INTERNET SERVICE PROVIDER OF YOUR CHOICE, FOR ANY AND ALL FEES IMPOSED BY SUCH INTERNET SERVICE PROVIDER, AND ANY ASSOCIATED COMMUNICATIONS SERVICE PROVIDER CHARGES. YOU ACKNOWLEDGE THAT THERE ARE SECURITY, CORRUPTION, TRANSMISSION ERROR, AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET AND YOU HEREBY EXPRESSLY ASSUME SUCH RISKS, INCLUDING, BUT NOT LIMITED TO, THOSE WE MAY DISCLOSE TO YOU. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR THE DATA SECURITY OF THE SYSTEMS USED TO ACCESS THE SERVICE AND/OR WEBSITE, AND FOR THE TRANSMISSION AND RECEIPT OF INFORMATION USING SUCH SYSTEMS. YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AND/OR WEBSITE FOR YOUR CONVENIENCE, HAVE MADE YOUR OWN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET AND SYSTEMS, AND THAT YOU ARE SATISFIED WITH THAT ASSESSMENT. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR PROBLEMS THAT ARISE FROM THE MALFUNCTION OR FAILURE OF THE INTERNET OR YOUR SYSTEMS NOR ARE WE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES, FIXES, OR ENHANCEMENTS TO, OR FOR PROVIDING TECHNICAL OR OTHER SUPPORT FOR YOUR SYSTEMS. ALTHOUGH WE MAY PROVIDE A LINK TO A THIRD PARTY SITE WHERE YOU MAY DOWNLOAD SOFTWARE, WE MAKE NO ENDORSEMENT OF ANY SPECIFIC SOFTWARE, HARDWARE OR INTERNET SERVICE PROVIDER. YOUR USE OF ANY SUCH SOFTWARE, HARDWARE OR SERVICE MAY ALSO BE SUBJECT TO THE LICENSE OR OTHER AGREEMENTS OF THAT PROVIDER, IN ADDITION TO THESE TERMS. YOU AGREE THAT ELECTRONIC COPIES OF COMMUNICATIONS ARE VALID AND YOU WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF SUCH COMMUNICATIONS OR ANY RELATED TRANSACTIONS, ABSENT PROOF OF ALTERED DATA OR TAMPERING, UNDER THE PROVISIONS OF ANY APPLICABLE LAW RELATING TO WHETHER CERTAIN AGREEMENTS ARE REQUIRED TO BE IN WRITING OR SIGNED BY THE PARTY TO BE BOUND THEREBY, AND SUCH COPIES SHALL BE ADMISSIBLE AS EVIDENCE IN ANY JUDICIAL, ARBITRATION, MEDIATION OR ADMINISTRATIVE PROCEEDING TO THE SAME EXTENT AND UNDER THE SAME CONDITIONS AS OTHER BUSINESS RECORDS ORIGINATED AND MAINTAINED IN PAPER FORM. NOTHING IN THIS SECTION LIMITS THE BANK’S LIABILITY FOR FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THESE TERMS, OR THAT WHICH IS OTHERWISE WITHIN ITS CONTROL.
11. Privacy & Cookies.
Our privacy and cookies policies, which include details about our information sharing practices and use of cookies can be viewed here: https://www.jpmorgan.com/priva.... Consider saving a copy for your records. These policies explain what information we collect about you and what we do to keep information about you private and secure. We want you to know how we manage that information and that you have choices about how it is shared. You agree to comply with your obligations under applicable data protection laws. You agree that you and we are, for the purpose of applicable data protection laws, separate controllers of personal data processed in connection with our provision of services to you, and that we each, independently of the other, determine the purposes for which and the manner in which any such personal data is, or is to be, processed.
12. Risk of Loss.
In the event of a system failure or interruption, your data may be lost or destroyed. Any transaction(s) that you initiated, were in the process of completing, or completed shortly before a system failure or interruption should be verified by you through means other than online to ensure the accuracy and completeness of such transaction(s) including verifying the transactions with your third-party bank, or other Payment Method, as applicable. Except where caused by the Bank’s gross negligence or willful misconduct, you assume the risk of loss of your data during any system failure or interruption and the responsibility to verify the accuracy and completeness of any transaction(s) so affected.
13. Liability for Unauthorized Use and Unauthorized Transfers.
To prevent unauthorized use of the Service, Website, and/or access to your User Profile including your Payment Method account details stored in your User Profile and to prevent unauthorized use of the Service and/or Website, you agree to protect and keep confidential your User ID, password, or other means of accessing your User Profile via the Service and/or Website. You have an option to change your password for the Service and/or Website. The loss, theft, or unauthorized use of your User ID and password could cause you to lose funds in your Payment Method accounts or other accounts. It could also permit unauthorized persons to gain access to your sensitive personal and account information, and/or to use that information for fraudulent purposes, including identity theft.
If you disclose your User ID, password, or other data or information that could be used to access your User Profile or Payment Method account to any person(s), or if you knowingly or negligently permit any other person(s) to use the Service, Website, and/or your User Profile, you assume all risks and losses associated with such disclosure or use. You are further responsible for any transactions and activities performed or authorized by such person using your User Profile or from your Payment Method account and any other accounts and for any use of your personal and account information by such person(s). If you believe someone may attempt to use or has used the Service and/or Website without your permission, that your password or any sensitive information has been lost or stolen, or that any other unauthorized use or security breach may have or has occurred, you agree to, as soon as reasonably practicable, notify the Bank Customer, as the Bank Customer performs customer care functions related to your account.
All questions about transactions made through our service must be directed to the Bank Customer, and not to us, our Supplier, or the bank or other financial institution where the account you used for the transaction resides. The Supplier or the Bank Customer is solely responsible for the Website, and we are solely responsible (a) for providing the Service, (b) at times, for processing transactions, and, (c) in conjunction with the Bank Customer, for resolving any errors in transactions made with respect to authorized transfers.
14. Indemnity.
This clause only applies if you are acting in the course of a business, trade or profession. You acknowledge and agree that you are personally responsible for your conduct, and the conduct of your employees, directors and agents, while you or they are using the Service and/or Website. You agree (to the maximum extent permitted by law) to indemnify and hold us and our officers, directors, and employees harmless from and against any claims, loss, damage, liability, cost, and expense of any kind (including, but not limited to, reasonable attorneys’ fees) that we may incur in connection with a third party claim or otherwise, in relation to or arising from: (a) your use of or access to the Service and/or Website; (b) the use of or access to the Service and/or Website by anyone using your User Profile, email or password; (c) your provision to us or the Bank Customer of a phone number, email address, or other delivery location that is not your own; (d) your violation of these Terms; (e) your violation of the rights of any third party (including, but not limited to, privacy rights); or (f) your failure to comply with any applicable laws and regulations in connection with your use of the Service and/or Website. Your obligations under this paragraph shall survive termination of these Terms. Notwithstanding the foregoing, the Bank, its agents, employees, officers and directors shall not be indemnified for any losses referred to above to the extent they result directly from the Bank’s own gross negligence, willful misconduct, or fraud.
15. Limitation of Bank Liability; No Warranties.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, WE SHALL NOT BE RESPONSIBLE FOR: ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO ANY ELECTRONIC PAYMENT MADE BY YOU, YOUR EQUIPMENT, BROWSER AND/OR THE INSTALLATION OR MAINTENANCE THEREOF, ACCESS TO OR USE OF THE SERVICE AND/OR WEBSITE; FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECTIVITY PROBLEMS, BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE, THE INTERNET, OR THE SYSTEM; FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES; PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS YOU EXPERIENCE DUE TO CAUSES BEYOND OUR CONTROL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF AND ACCESS TO THE SERVICE, WEBSITE, AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE ONLINE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE, WEBSITE, AND ALL INFORMATION AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, ARE PROVIDED ON AN "AS IS" "WHERE-IS" AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY THAT (I) THE SERVICE AND/OR WEBSITE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE AND/OR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND/OR WEBSITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF THE SERVICE AND/OR WEBSITE, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE AND/OR WEBSITE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SERVICE, AND/OR WEBSITE, AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES. NO LICENSE TO YOU IS IMPLIED IN THESE DISCLAIMERS.
16. Termination.
We may suspend your access to the Service and/or Website at any time, in whole or in part, without prior notice to you, for any reason and in our sole discretion, including but not limited to, your failure to access the Service and/or Website for an extended period of time, or misuse of the Service and/or Website. You agree that we will not be liable to you or any third party for any modification, suspension or termination of the Service and/or Website. You may terminate this Agreement and your use of the Service and/or Website at any time by contacting the Bank Customer. Any payment requests that have not been accepted will be cancelled upon termination. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes.
17. Waiver.
We will not be deemed to have waived any of our rights or remedies under these Terms unless such waiver is in writing and signed by us. Our delay or failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.
18. Severability.
If any provision of these Terms conflicts with the law under which these Terms are to be construed or if any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remaining provisions of these Terms and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each of those provisions will be valid and enforceable to the full extent permitted by law.
19. Bank’s Provision of the Service.
JPMorgan Chase Bank, National Association provides you with the Service through its Supplier.
20. Governing Law.
If you reside in the United States or in Canada except for the Province of Quebec, these Terms and their enforcement shall be governed by the laws of the State of New York, without regard to any choice of law provision, and shall inure to the benefit of our successors and assigns, whether by merger, consolidation, or otherwise.
If you reside in the Province of Quebec, these Terms and their enforcement shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to any choice of law provision, and shall inure to the benefit of our successors and assigns, whether by merger, consolidation, or otherwise.
21. Disputes.
In the event of a dispute arising under or relating in any way to these Terms or use of or access to the Service and/or Website provided under these Terms, you and we agree to resolve this dispute by looking to these Terms. If there is a conflict between what one of our employees says and these Terms, these Terms shall apply.
22. Binding Arbitration (applicable to US only).
IF YOU RESIDE IN THE UNITED STATES, YOU HEREBY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING NOW OR IN THE FUTURE UNDER OR RELATING IN ANY WAY TO THESE TERMS, WEBSITE, OR TO THE SERVICE (“CLAIM”), REGARDLESS OF THE NATURE OF THE CAUSE(S) OF ACTION ASSERTED (INCLUDING CLAIMS FOR INJUNCTIVE, DECLARATORY, OR EQUITABLE RELIEF), SHALL BE RESOLVED BY BINDING ARBITRATION. CLAIMS SUBJECT TO ARBITRATION INCLUDE CLAIMS THAT ARE MADE AS COUNTERCLAIMS, CROSS CLAIMS, THIRD PARTY CLAIMS, INTERPLEADERS, OR OTHERWISE. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, AND YOU THEREFORE AGREE TO WAIVE ANY RIGHT THAT YOU OR WE MIGHT OTHERWISE HAVE HAD TO A JURY TRIAL OR THE OPPORTUNITY TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY. IF YOU RESIDE IN THE UNITED STATES, YOU FURTHER AGREE THAT YOU WILL NOT BE ABLE TO BRING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION (SUCH AS AN ACTION IN THE FORM OF A PRIVATE ATTORNEY GENERAL) TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY; NOR WILL YOU BE ABLE TO PARTICIPATE AS A CLASS MEMBER IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY. FOR GREATER CERTAINTY, THIS CLAUSE DOES NOT APPLY IN CANADA, INCLUDING THE PROVINCE OF QUEBEC.
This binding arbitration provision applies to any and all Claims that you have against us, our direct and indirect parents, subsidiaries, affiliates, licensees, predecessors, successors, assigns, and against all of their respective employees, agents, or assigns, or that we have against you; it also includes any and all Claims regarding the applicability of this arbitration clause or the validity of the Terms, in whole or in part. It is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. sections 1-16, as it may be amended.
The party filing a Claim(s) in arbitration must file its Claim(s) before the American Arbitration Association under the rules of such arbitration administrator in effect at the time the Claim(s) was filed. Rules and forms of the may be obtained and Claims made may be filed at American Arbitration Association, 335 Madison Avenue, Floor 10, New York, NY 10017-4605, 800-778-7879, www.adr.org. Any arbitration hearing that you attend shall be held at a place chosen by the arbitrator or arbitrator administrator within the federal district in which you reside at the time the Claim is filed or at some other place to which you and we agree in writing. Judgment upon any arbitration award may be entered in any court having jurisdiction.
This Arbitration Agreement shall survive: (i) termination or changes in the Terms, and the relationship between you and us concerning the Terms; and (ii) the bankruptcy of any party or any similar proceeding initiated by you or on your behalf. If any portion of this Arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
23. Language of these Terms.
It is the express wish of the parties that these Terms and all related documents, including notices and other communications, be drawn up in English, Spanish, and French.