FIRST CLASS PROCESSING TERMS AND CONDITIONS:
FIRST CLASS PROCESSING TERMS AND CONDITIONS OF SALE
First Class Processing is operated by First Class Enterprises, LLC. All transactions conducted through First Class Processing will be between you and First Class Enterprises, LLC. Throughout this Agreement, First Class Processing, is referred to as “us,” “we,” and “our ”By proceeding with the transaction, you (the user) proactively and affirmatively acknowledge the responsibility to abide by all the rules and regulations of this website. This agreement is set forth by and between us and you (the user).
Purchasers and Applicants must open a merchant account through First Class Processing, Inc to qualify for products and services. Applicants can apply at www.firstclassprocessing.com/apply
During the application process, following the merchant application for merchant services, web design, ecommerce, point of sale, or any other product or service provided by First Class Processing other than accessories, Merchant grants First Class Processing exclusive power of attorney to act on their behalf in the application process to obtain merchant payment acceptance approval. Merchant fully authorizes First Class Processing to execute said merchant services agreement on their behalf with the conditions set forth in the terms and conditions in its entirety.
All Qualifying Applicants applying for conventional processing other than cash discount pricing will be priced at our competitive flat rate processing rates of only:
Low Risk Merchant Flat Rates:
2.74% + 10¢ for in-person transactions.
2.99% + 10¢ for keyed-in transactions.
3.5% + 15¢ for online purchases.
PCI – $199 annually, $5 monthly on file fee. PCI Survey to be completed annually by merchant.
Rates will vary depending on lower and higher risk business types. Batch, gateway, and other fees extra. All website builds, shopping carts, payment gateways, operating systems, and all other mechanisms to accept payment to be exclusively managed and powered by First Class Processing. All products and services are posted at a discounted rates with the agreement merchant shall implement payment acceptance exclusively with First Class Processing for a term of sixty (60) months, or with website development; one hundred and twenty (120) months. First Class Processing will lock Merchants low rate for sixty (60) month term. If merchant cancels processing agreement within sixty (60) months, merchant will be subject to a termination fee of $995 plus 150% of the estimated revenue loss, plus 150% of the fair market value of all products and or services provided.
First Class Processing is a contracted Reseller of the First Data, Poynt, Adelo, TouchBistro, Linga, Upserve, Lightspeed, Mynt, PAX, Talech, (and/or Clover) Software and Hardware Solutions. This web page or website is not an official page of First Data Corporation, its subsidiaries, or affiliated businesses. All rights reserved.
The Clover Poynt, Adelo, TouchBistro, Linga, Upserve, Lightspeed, Mynt, PAX, and Talech name, logo and related trademarks are owned by such a wholly owned subsidiary and are registered or used in the U.S. and many foreign countries. First Class Processing is a registered ISO of TSYS, First Data, Worldpay and Cayan, Wells Fargo, Merrick Bank, and Elevon.
Web Hosting $49.99 monthly
Ecommerce Gateways $299
Service Visits $199 Hourly * Min of one hour.
Point of Sale Training $400 * 3 hours.
Point of Sale Installation $500 per terminal.
Menu Building $500 min up to 500 items, $5 each additional item.
Ecommerce Merchants are provided an e-commerce gateway, and shopping cart with First Class Processing and or its affiliates in website development packages. Page footers receive a complimentary “powered by First Class Processing” hyperlink and logo.
Complimentary Gmail Account
Merchants will be provided a complimentary Gmail email user account, to be managed by merchant and First Class Processing. Complimentary email is provided at no cost to Merchant. Email account will be used solely for bank agreement acceptance, PCI management, systems administration, technical service.
We are highly committed to your satisfaction and only offer products from well-established and experienced manufacturers. Color of images appearing on the website may not be true to color, depending on the lightning and resolution of the screen or other factors.
The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. First Class Processing reserves the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of any order. Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions (including after an order has been submitted). For all operating systems and payment machines prior approval of a merchant account must be established prior to programming, package and handling and shipment. REQUIRES Merchant Account w/First Class Processing. Processing equipment, digital real-estate or any other product or services provided by First Class Processing cannot be utilized with a different payment processor other than First Class Processing. Products are available For US & Canadian Merchants only. Before items ship, the purchaser will have to be approved for merchant processing with First Class Processing. Applicants can apply at https://www.firstclassprocessing.com/apply/
All sales product sales are final. Merchant processing accounts that cancel within sixty (60) months are subject to a $995 cancellation fee, plus 150% of the estimated revenue loss, and 150% of the fair market value of the product or services provided.
We accept Credit Card payment options. All credit card payments are securely processed via our PCI compliant payment environment utilizing NMI Payment Gateway, ACH and other encrypted and secure payment methods. NMI is a leading provider of Internet Protocol based payment gateway services. Once the order is placed you will receive an email confirmation containing your order number and authorization number, and the details of your order. All orders are charged in full at the time of order placement.
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.
All trademarks and registered trademarks are the property of their respective owners.
Official Website Use
First Class Processing Website: www.firstclassprocessing.com
Your Rights to Access and Use
Web User Guarantees and Obligations
While using the Sites, you will not:
1.Violate any laws, third party rights, or our policies such as the Prohibited and Restricted Items policies;
2.Use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Sites;
3.Post false, inaccurate, misleading, defamatory, or libelous content (including personal information)
4.Distribute or post spam, chain letters, or pyramid schemes;
5.Distribute viruses or any other technologies that may harm First Class Processing, or the interests or property of our users;
- Copy, modify, or distribute content from the Sites and our copyrights and trademarks; or
- Harvest or otherwise collect information about users, including email addresses, without their consent.
- Restrict or inhibit any other visitor from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site.
WEB USER shall be mindful and use due diligence to ensure that listed items do not infringe upon the copyright, trademark or other rights of third parties.
Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Sites if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts.
WEB USER shall be responsible for paying all fees in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your account balance.)
You will not hold us responsible for other users’ actions or inactions, including things they post.
We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.
Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) 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 such disputes.
Access and Interference
Additionally, you agree that you will not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Sites without the prior expressed written permission of First Class Processing and the appropriate third party, as applicable; or interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites.
User shall indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
User shall indemnify and hold harmless First Class Processing, its advertisers and other suppliers and any related third parties, against and in respect of any and all third party claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees and expenses of attorneys) as and when incurred, arising out of or based upon any act or omission or alleged act or alleged omission by First Class Processing in connection with the acceptance of, or the performance or non-performance by First Class Processing of, any of its duties under this Agreement or arising from the breach by First Class Processing of its warranties, shall promptly notify First Class Processing of all claims and proceedings related thereto of which First Class Processing becomes aware.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, legal notices shall be served on First Class Processing’ national registered agent (in the case of First Class Processing) or to the email address you provided during the registration process (in your case). Notice shall be deemed given 72 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
Obligations of First Class Processing
First Class Processing represents, warrants, covenants and agrees to use its best efforts to maintain the Web Site in a manner consistent with the intent and purpose of the Web Site as at the date first written above; to maintain suitable and qualified personnel in administrative, sales and technical positions necessary for First Class Processing to perform effectively the terms of this Agreement.
First Class Processing agrees to place prominently on its Web Site(s) and to operate in accordance with and to comply with a privacy statement or policy that adheres to or exceeds widely accepted industry guidelines.
We are highly committed to your satisfaction and only offer products from well-established and experienced manufacturers. Color of images appearing on the website may not be true to color, depending on the lightning and resolution of the screen or other factors.
The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. First Class Processing reserves the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of any order. Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions (including after an order has been submitted). For all operating systems and payment machines prior approval of a merchant account must be established prior to programming, package and handling and shipment. REQUIRES Merchant Account w/First Class Processing. Processing equipment, digital real-estate or any other product or services provided by First Class Processing cannot be utilized with a different payment processor other than First Class Processing. Products are available For US & Canadian Merchants only. Before items ship, the purchaser will have to be approved for merchant processing with First Class Processing.
Estimated Shipping Dates
At the time the order is placed, an email with order confirmation is sent, which includes approximate lead time for the order. Once the order is accepted, we will send you an processing application and approximated ship date if it’s different from the original date that was communicated during order confirmation.
You will be able to review your shipping costs prior to accepting the order. If we determine that we are unable to ship to your location we will contact you by phone and make the necessary adjustments. All Shipping dates are only estimated and are subject to change based on availability. Once the product ships, an email will be sent with the tracking number and you will be able to track your order via 3rd party carrier. Delivery times may change based on carrier availability and customer address.
We offer the following freight delivery methods by third party carriers:
UPS/FedEx – This method applies to items with size and/or weight small enough to be handled by these carriers. You will be able to track your delivery using standard UPS/FedEx tracking numbers using www.UPS.com or www.FedEx.com
You may check the status of your order by signing into your account and clicking on the Orders Information link. Items shipped by UPS or other equivalent carriers will have a tracking number available for you to track your order.
The Term of this Agreement will commence on the Effective Date, will continue for time from the Effective Date, and will renew automatically for additional periods of sixty (60) months, unless otherwise terminated pursuant to the terms of this Agreement.
First Class Processing and user covenants to each other that neither party will disclose to any third party (other than its employees and directors, in their capacity as such, and the employees and directors of any affiliate on a need to know bases so long as they are bound by the terms of this Agreement) any information regarding the terms and provisions of this Agreement or any nonpublic confidential information, which information a reasonable person would consider confidential or which is marked as “confidential” or “proprietary”, except (i) to the extent necessary to comply with any law or valid order of a court of competent jurisdiction (or any regulatory or administrative tribunal), in which event the party so complying shall so notify the others as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information, if available; (ii) as part of its normal reporting or review procedure to its auditors or its attorneys, as
the case may be, so long as they are notified of the provisions of this Agreement; (iii) in connection with any filing with any governmental body or as otherwise required b law, including the federal securities laws and any applicable rules and regulations of any stock exchange or quotation system.
WEB USER represents, warrants and acknowledges that USER has the authority to enter into this Agreement and to perform its obligations hereunder, that it has the right to grant the rights granted to First Class Processing hereunder.
WEB USER represents, warrants and acknowledges that First Class Processing is acting solely as a conduit distributor and marketer of the Advertising and that it has no responsibility for the content of the Advertising and/or the Web Site(s).
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to contracts made and performed therein, without regard to principles of conflicts of laws.
This Agreement constitutes the entire agreement and supersedes all prior agreements of the Parties with respect to the transactions set forth herein and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
Should one or more provisions of this Agreement be or become invalid, the parties hereto shall substitute, by mutual consent, valid provisions for such invalid provisions which valid provisions in their economic effect are sufficiently similar to the invalid provisions that it can be reasonably assumed that the parties would have entered into this Agreement with such valid provisions. In case such valid provisions cannot be agreed upon, the invalidity of one or several provisions of this Agreement shall not affect the validity of this Agreement as a whole, unless the invalid provisions are of such essential importance to this Agreement that it is to be reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.
LIMITATION OF LIABILITY; DISCLAIMER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR LOST PROFIT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FIRST CLASS PROCESSING MAKES NO WARRANTIES OF ANY KIND TO ANY PERSON WITH RESPECT TO THE AD SERVING SYSTEM USED TO DELIVER ADVERTISING OR ANY ADVERTISING OR DATA SUPPLIED HEREBY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT.
*Pricing is subject to change.
Merchant Services Exclusively with First Class Processing
The merchant services products and services represented on this page are only available to merchants domiciled in the United States. Please do not attempt to apply for an account or purchase equipment if you are outside the United States. Banking products are provided by First Class Processing. and affiliated banks, Members FDIC and wholly owned subsidiaries Third party services are provided by third party developers through applications available in the App Market. First Class Processing does not provide, and is not responsible for, applications from third party developers or their third party services. The number of third party apps to which you may have access via the App Market may vary by software plan. The payment acceptance device does not include access to the App Market. To enable a Clover Flex or Clover Mini to run on a cellular data plan, merchant must have a data plan through T-Mobile® or AT&T®. The devices come with an AT&T SIM card and merchants can enroll in an AT&T data plan through the Clover App Market for an additional monthly charge. To enable the devices with a T-Mobile data plan, merchants must separately purchase a T-Mobile SIM card and enroll in a T-Mobile data plan. A monthly service plan is required to use the device and will be collected directly from Clover on our behalf based on the plan selected. A separate adapter can be purchased to enable Clover Flex to also connect via Ethernet.
Use of Clover Security Plus, TransArmor Solution, or TransArmor Data Protection is not a guarantee that your systems will not be breached, or cause you to be compliant with the Payment Card Industry Data Security Standard or Card Organization Rules. Requires eligible equipment. Clover systems include TransArmor Data Protection for encryption and tokenization services at no additional charge. FD130 terminal requires purchase of TransArmor Data Protection at an additional monthly charge.
Merchant must follow appropriate procedures to obtain a valid authorization. Merchant will be responsible for all chargebacks.
Internet is required to activate your device. It is recommended to have a password protected dedicated router. For your added security, Clover devices are only compatible with WPA2 networks. They are not compatible with WEP networks.
Web Development & Other Services
Whereas First Class Processing possesses technical expertise in the field of computer programming and, in particular, the creation, development and maintenance of website technology; point of sale software, business operating software, payment acceptance, e-commerce, payment gateways, business management, sales, and sales consulting and in accordance with the Terms and Conditions set forth in this agreement.
This Contract covers the production of a services related to payment acceptance, company design, branding and constructing of a web site for business related sales and promotion by First Class Processing. The detailed specifications of the products and services will be provided by Client as detailed in an associated consultation document shared by First Class Processing.
The Process for the creation of visuals, such as graphics, and page designs, consists of First Class Processing providing drafts and requesting feedback from the Client. Feedback is then used to produce another draft. This estimate assumes that three rounds of this process will suffice for each design element.
Client is engaging First Class Enterprises, a Limited Liability Corporation located at 200 Broadway, STE 204, Lynnfield, MA 01940, as an independent contractor for the specified project of developing and, or improving a World Wide Website (“Digital Real Estate”)
to be installed on the Clients web space on a web hosting services computer. The Client hereby authorizes First Class Processing to access this account and authorizes the web hosting service to provide First Class Processing with. write permission. For the client’s webpage directory, cgi-bun directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes First Class Processing to publicize their completed Digital Real Estate to web search engines, as well as other web directories and indexes.
Standard Website Package Elements
Email / Phone consultation: Up to 2 hours total general internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use their own web page editor. Additional education and consultation is at our regular rate of $500 hourly.
Words of text. All content unless otherwise agreed with client is to be provided by the client in out Word template. Pages will be limited to 200 words per page before additional charges may apply.
The Client hereby agrees to engage First Class Processing to provide the Client with following products and services (“The Services”):
Web Design, Website Development, Logo Design, Company Brand Guidelines, Website Hosting, Email access, Online SSL and other web related products and maintenance and security products, and Payment Acceptance.
Business Operating Systems, Point of Sale Hardware & Software, installation, menu building, training, installations.
The Services will also include any other development tasks which the Parties may agree on. First Class Processing hereby agrees to provide such Services to the client.
TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and for 60-120 months respectively, or until terminated as provided in this agreement.
The “Terms” of this agreement does not include terms and conditions, fees, cancellation policies and otherwise with one of First Class Processing’s Vendors. This Agreement is between First Class Processing and its Client, This Agreement supersedes any other agreements with vendors or otherwise involved with providing products or services on behalf of First Class Processing.
In the event either Party want to cancel this agreement, Parties have 24 hours from the date of this agreement to cancel. After 24 Hours this Agreement is considered to be in full effect and cannot be terminated without penalty. In the event that either Party breaches a material provision of this Agreement, the non-defaulting Party may terminate this Agreement within 30 days with written notice, sent Certified mail to our Corporate Offices located at 200 Broadway STE 204, Lynnfield, MA 01940. The non-defaulting party will be indemnified and require the defaulting party to indemnify the non-defaulting Party against all reasonable damages.
In the event Client defaults, client is subject to a $995 cancellation fee, plus 150% of the amount of estimated lost revenue, and 150% of the fair market value of products and services provided.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
First Class Processing will charge the Client for the Services as follows:
Annual, monthly, and single charges apply to all of our Products and Services.
Invoices submitted by First Class Processing are due upon receipt and will be deducted via ACH from Merchants financial institution or through utilizing Merchants credit card for compensation of Products and Services provided by First Class Processing.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, First Class Processing will be entitled to pro rata payment of the
REINBURSEMENT OF EXPENSES
First Class Processing will be reimbursed from time to time for reasonable and necessary expenses incurred by First Class Processing in connection with providing such Services.
Trade secrets (the “Trade Secrets”) include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary for the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client.
First Class Processing agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Trade Secrets which First Class Processing has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this agreement.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material (“Intellectual Property”) that is developed or produced under this Agreement, will be property of First Class Processing, Inc. The Client is granted a non-exclusive limited use license of this Intellectual Property. Any software produced during the course of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with First Class Processing. Intellectual property rights include the look and feel of any software or any digital works of any kind that is produced or modified for Client.
RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, First Class Processing will return to the Client any property, documentation, records, or confidential information which is the property of the Client.
CAPACITY / INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that First Class is acting as an independent contractor and not as an employee. First Class Processing and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. First Class Processing is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, insurance premium, profit-sharing, pension, or any other employee benefit for First Class Processing during the term. First Class Processing is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to First Class Processing under this Agreement.
RIGHT OF SUBSTITUTION
Expect as otherwise provided in this Agreement, First Class Processing may, at its absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of First Class Processing under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that First Class Processing hires a sub-contractor:
First Class Processing will pay the sub-contractor for its services and the Compensation will remain payable by the Client to First Class Processing.
For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of First Class Processing.
Expect as otherwise provided in this Agreement, First Class Processing will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. First Class Processing will work autonomously and not at the direction of the Client. However, First Class Processing will be responsive to the reasonable needs and concerns of the Client.
Except as otherwise provided in this Agreement, First Class Processing will provide at its expense, any and all tools, equipment, supplies, and any other items or parts necessary to deliver the Services in accordance with the Agreement.
The Parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services other than payment acceptance. Client agrees to grant First Class Processing exclusivity for payment acceptance services for their business online and ecommerce solutions.
All notices, requests, demands or other communications required or permitted by the Terms of this Agreement will be provided in writing and delivered to the Parties Corporate or main location via certified mail.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective directors, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this agreement.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidence in writing signed by each Party or an authorized representative of each Party. Signatures are considered binding whether accepted or signed, or accepted Terms digitally or in person.
TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
First Class Processing will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the client. Written consent can be communicated via email, text, letter or any digital or physical means.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The Waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any First Class Processing products or services.