Terms of Use


Last modified on June 21, 2012

WELCOME TO WWW.HEARTLANDPAYMENTSYSTEMS.COM, THE WEBSITE AND ONLINE SERVICE (“WEBSITE”) OF HEARTLAND PAYMENT SYSTEMS, INC. (“HEARTLAND,” “WE” OR “US”). THIS PAGE EXPLAINS THE TERMS BY WHICH YOU MAY USE OUR ONLINE AND/OR MOBILE SERVICES, WEB SITES, AND SOFTWARE PROVIDED ON, IN CONNECTION WITH OR THROUGH THE SERVICE (COLLECTIVELY THE “SERVICE”) AND ANY CONTENT (SUCH AS TEXT, DATA, VIDEO, INFORMATION, SOFTWARE, GRAPHICS, OR PHOTOGRAPHS) THAT HEARTLAND AND ITS AFFILIATES MAY MAKE AVAILABLE THROUGH THE SITE (COLLECTIVELY, "MATERIALS"). PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY ACCESSING OR USING THE SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE (“TERMS”) AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE HEARTLAND PRIVACY POLICY STATEMENT, WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICE. THESE TERMS APPLY TO ALL VISITORS, USERS, AND OTHERS WHO ACCESS THE SERVICE (“USERS”).

Scope of Use

These Terms apply to your use of all of the sites and services owned or operated by Heartland Payment Systems, Inc., and its affiliates (collectively referred to in these terms of use as “Heartland”). Unless we say otherwise, all references to the Heartland sites in these Terms include all such sites. These Terms do not apply to your use of unaffiliated sites to which any of the Heartland sites only links. These terms and conditions are in addition to any other terms governing access to a particular Service. The access rights granted to You under these Terms are non-transferable without the express written permission of Heartland.

Changes to these Terms

Heartland may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Terms, we will update the ‘last modified’ date at the top of this page. If there are material changes to this Agreement, we will notify you by prominently posting a notice of such changes prior to implementing the change. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

Eligibility

You may use the Service only if you can form a binding contract with Heartland, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Heartland.

Ownership

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Heartland Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Heartland and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Heartland Content. In addition, Users may not use the trademarks, logos, and service marks ("Marks") for any purpose including, but not limited to, use as links or meta tags in other pages or Websites on the World Wide Web without the written permission of Heartland or the third party which owns the Mark in question. Use of the Heartland Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Heartland under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Heartland does not waive any rights to use similar or related ideas previously known to Heartland, or developed by its employees, or obtained from sources other than you.

Description of Services and Accounts

Heartland provides payment processing platforms and associated products and services, which are included within the definition of the Service. Your Heartland account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users in the context of the Service. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. By connecting to Heartland with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Heartland immediately of any breach of security or unauthorized use of your account. Heartland will not be liable for any losses caused by any unauthorized use of your account.

You may control your User profile and how you interact with the Service by changing the settings in the account settings portions of websites or applications related to the Service. By providing Heartland your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in the account settings portions of websites or applications related to the Service. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Heartland servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Heartland grants the operators of public search engines revocable permission to use spiders to copy materials from www.heartlandpaymentsystems.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

You are solely responsible for your interactions with other Heartland Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Heartland shall have no liability for your interactions with other Users, or for any User’s action or inaction.

Use of Content

Content: Some areas of the Service allow Users to post or submit content such as personal information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “Content”). You may use the Service to access information relating to your individual account and a Heartland program or service in general subject to the terms and conditions of that particular service as well as these Terms and the Heartland Privacy Policy Statement. By posting any Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Heartland a royalty-free, sublicensable, transferable, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

Inappropriate and Illegal Content: You agree not to post Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), publicity rights or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such Content and have the power to grant the license granted below. Heartland reserves the right, but is not obligated, to reject and/or remove any Content that Heartland believes, in its sole discretion, violates these provisions.

For the purposes of these Terms, “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.

Responsibility for Content: In connection with your Content, you affirm, represent and warrant that (A) you have the written consent of each and every identifiable natural person in the Content to use such person’s name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use; (B) your Content and Heartland’s use thereof as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; and (C) to the best of your knowledge, all your Content and other information that you provide to us is truthful and accurate. Heartland takes no responsibility and assumes no liability for any Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your Content and the consequences of posting or publishing it.

Third Party Links

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Heartland. Heartland does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and Heartland’s Privacy Policy Statement do not apply to your use of such sites. You expressly relieve Heartland from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Heartland shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

Indemnity

You agree to defend, indemnify and hold harmless Heartland and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

No Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEARTLAND OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, HEARTLAND, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

From time to time, Heartland may update, improve, change, add to (or remove from) the information and documents on this Website without notice.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEARTLAND, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL HEARTLAND BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEARTLAND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HEARTLAND, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO HEARTLAND HEREUNDER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HEARTLAND WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Privacy and Transmission of Personal Data

We care about the privacy of our Users. You understand that by using the Service (i.e. providing Heartland with any personal information through the Service) you consent to the collection, use and disclosure of information as set forth in our Privacy Policy Statement [http://www.heartlandpaymentsystems.com/privacy-policy], and to have your personal information collected, used, transferred to and processed.

Security

Heartland cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Heartland is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. User is responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of Heartland’s Service. In order to protect Heartland and the data accumulated by it, Heartland may suspend all use of the Service in general or your use of the Service in particular or the information relating to you, without notice, pending an investigation, in the case of a breach, or a suspected breach, of security.

Mobile Software

We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service. Heartland does not warrant that the Mobile Software will be compatible with your mobile device. Heartland hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Heartland account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Heartland may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Heartland or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Heartland reserves all rights not expressly granted under this Agreement.

Export Control Restrictions

SOFTWARE, MOBILE SOFTWARE, SDK OR OTHER TECHNOLOGY YOU DOWNLOAD FROM A WEBSITE MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU AGREE TO COMPLY WITH ALL APPLICABLE EXPORT LAWS AND REGULATIONS, WHICH MAY INCLUDE RESTRICTIONS ON USE, USERS AND DESTINATIONS.

Special License Restrictions For Non-Human Visitors

Special restrictions on a visitor's license to access the Website apply to Non-Human Visitors. Non-Human Visitors include, but are not limited to, web spiders, bots, indexers, robots, crawlers, harvesters, or any other computer programs designed to access, read, compile or gather content from the Website automatically.

Email addresses on this Website are considered proprietary intellectual property. It is recognized that these email addresses are provided for human visitors alone. You acknowledge and agree that each email address the Website contains has a value not less than US $50. You further agree that the compilation, storage, and/or distribution of these addresses substantially diminishes the value of these addresses. Intentional collection, harvesting, gathering, and/or storing this Website's email addresses is recognized as a violation of this agreement and expressly prohibited.

Other Terms

These terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Heartland without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Heartland’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms, together with any terms of use for a particular Heartland service or website, any amendments and any additional agreements you may enter into with Heartland in connection with the Service, shall constitute the entire agreement between you and Heartland concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. This Agreement and performance hereunder and actions related hereto shall be governed by the internal laws of the State of New Jersey, without regard to its conflict of laws principles. The parties agree that if an action is brought in order to enforce the terms of this Agreement, the successful party shall recover, in addition to all damages awarded, all costs, fees and expenses of experts and reasonable attorney’s fees.

If you are an end-user consumer accessing or using the Service, you agree to the following. In the unlikely event that the parties have not been able to resolve a dispute,, after attempting to do so informally, both parties agree to resolve any claim, dispute, or controversy (excluding any Heartland claims for injunctive or any other relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS under the commercial rules then in effect for JAMS, except as provided herein. Unless otherwise prohibited by law, the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Heartland from seeking injunctive or any other relief from the courts as necessary to protect any of Heartland’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.