Merchant Factors Corp.
New York, NY 10018
Telephone: (212) 840-7575 Fax: (212) 869-1752
Client User Agreement
This web site and the information and materials on this web site are provided
by Merchant Factors Corp. (“Merchant”) as a service only to current factoring
clients of Merchant (“You”) and only for informational purposes as to your
particular account data and certain other information relating to an existing
separate written factoring agreement between You and Merchant (“The Discount
Factoring Agreement” or “The Collection Factoring Agreement” or "The Accounts
Receivable Servicing Agreement") hereafter referred to as (“The Factoring Agreement”).
TERMS AND CONDITIONS OF USE
By You accessing or using this web site, other web sites through links provided
by Merchant, if any, or any information or materials available on any such web
site, You represent, warrant, covenant and agree:
The individual accessing, using, executing or agreeing to this Client User
Agreement on behalf of You if You are a proprietorship, corporation,
partnership, limited partnership, limited liability company or other entity,
is duly authorized and empowered by all necessary and appropriate action and
documents to execute this Client User Agreement on behalf of and to bind You
as such a client of Merchant to all terms, conditions and provisions of this
You have read and understand all of the terms, conditions and provisions of
this Client User Agreement;
You may not modify, terminate nor obtain a waiver of any terms, conditions
or provisions of this Client User Agreement;
You expressly accept and agree to be fully bound by all of the terms,
conditions and provisions of this Client User Agreement throughout the time
the Factoring Agreement is in force and effect and after any expiration,
termination or cancellation of such Factoring Agreement. Furthermore, your
use of the Web site does not modify or negate any provision of the Factoring
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF USE STATED ABOVE AND TO
THE ADDITIONAL TERMS AND CONDITIONS STATED BELOW, DO NOT USE THIS WEB SITE
NOR DOWNLOAD ANY MATERIALS FROM THIS WEB SITE.
OWNERSHIP OF MATERIALS
This web site and its contents (collectively, the “Materials”), including, but not
limited to, the text, computations, numbers, information, materials, software and
graphics contained in the web site, are owned solely by Merchant and may be modified
or eliminated by it at any time. You may download only one copy of the Materials on
a single computer only for your confidential internal informational use in your
regular business. Except as provided in the preceding sentence. You agree that the
Materials shall not be copied, reproduced, modified, published, updated, posted,
transmitted, transferred, disclosed or used in any way without Merchant’s prior
written permission in each instance nor used in any inconsistent way with the
intellectual property and ownership rights of Merchant.
You may not (1) modify the Materials or use or furnish any Materials for any purpose
or any other public or private display, performance, sale or rental excepting only as
above stated for confidential internal informational use in your regular business, (2)
decompile, reverse engineer or disassemble software materials, (3) remove any
proprietary notices from the Materials, (4) disclose, share or reveal your password to
any other person or entity, (5) operate or engage in any illegal business or matter or
permit any other person or entity to utilize any Materials for any illegal purpose or
to violate any federal, state, county or municipal law, rule or regulation, (6) transfer,
transmit, disclose or reveal the Materials to any other person or entity.
If You post a message on, communicate by any means with or contribute in any way to
Merchant’s web site, including, but not limited to, sending information, comments and
email to this web site, You expressly grant Merchant, the absolute and unconditional
right to in any way use, copy or republish any of same.
You acknowledge that Merchant has and reserves the absolute right to change, update,
discontinue, terminate, restrict or totally prevent access to this web site and the
materials at any time, with or without cause and without any notice to you.
You represent, warrant and agree that the acceptance of the benefits, convenience and
privileges afforded to You by the availability of this web site are fair and adequate
consideration alone, to contractually bind You to all the terms, conditions and
provisions of this agreement, and such other modified terms, conditions and provisions
as Merchant in Merchant’s sole and absolute discretion, may from time to time, modify
DISCLAIMERS AND LIMITATIONS ON LIABILITY
You acknowledge and agree that this web site is an effort to assist Merchant's clients
by providing generally prompt financial or accounting data relative to their respective
accounts, current to the close of business on the previous business day and that
Merchant believes the data and information appearing on this web site in regard to the
account You have with Merchant is accurate. You acknowledge and confirm that the data
appearing on the web site is not presented in "real time".
Notwithstanding anything to the contrary contained in this Agreement or otherwise, You
THE MATERIALS ARE PROVIDED TO YOU “AS IS”, WITHOUT ANY STATUTORY EXPRESSED OR IMPLIED
WARRANTY OF ANY KIND, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, UNAVAILABILITY,
INTERRUPTION, DELAY, INCOMPLETENESS OR INACCURACY OF ANY INFORMATION OR MATERIALS AND
FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. IN NO EVENT WHATSOEVER
SHALL MERCHANT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL,
PUNITIVE, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, BUSINESS OR CASH FLOW INTERRUPTION, LOSS OF PROFITS AND ANTICIPATED PROFITS,
LOSS BY REASON OF SHUTDOWN IN OPERATION, LOSS OF USE OF DATA, INCREASED OPERATIONAL
EXPENSES, OR ANY OTHER DIRECT OR INDIRECT LOSS OR DAMAGE OF ANY KIND OR NATURE ARISING
FROM ANY CAUSE WHATSOEVER, EVEN IF MERCHANT HAS BEEN ADVISED OF THE POSSIBLITY OF ANY
SUCH DAMAGES, EXCEPT THAT REQUIRED BY APPLICABLE LAW TO WHICH YOU AND MERCHANT ARE
SUBJECT TO JURISDICTIONALLY AND SUBSTANTIVELY. NOTHING HEREIN CONTAINED SHALL RELIEVE
MERCHANT FROM JUDICIALLY DETERMINED GROSS NEGLIGENCE OR WILLFUL TORTIOUS MISCONDUCT.
THE TERMS OF THIS PARAGRAPH REFLECT AN ACCEPTABLE AND REASONABLE ALLOCATION OF RISK AND
LIMITATION OF LIABILITY CONSIDERING THE PERTINENT FACTS AND CIRCUMSTANCES.
By using this web site, You assume all responsibility and risk for the use of this web
site including without limitation any passwords, and the Internet generally. You agree
to and shall indemnify and hold harmless Merchant and Merchant’s employees, agents,
representatives, officers and directors from any and all claims, losses, liability,
damages, suits, costs and expenses (including attorneys' fee) arising in any way out
of or relating to the use of this web site, any related passwords, the receipt, viewing,
transmission, re-transmission or use of any Materials, whether authorized or
unauthorized, or any violation of the terms, conditions or provisions of the Agreement.
A breach or violation by You under this Agreement shall also be deemed a breach or
violation by You under the current Factoring Agreement between You and Merchant.
If any terms, conditions or provisions of this Agreement, or application thereof to
any person, entity or circumstance, shall to any extent be held invalid or unenforceable,
the remainder of this Agreement, or the application of such terms, conditions or
provisions to persons, entities or circumstances other than those held invalid or
unenforceable, shall not be affected thereby, and each such term, condition and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by applicable law.
The terms, conditions and provisions of this Agreement, including, without limitation,
those obligations relating to intellectual property, limitation of liability,
indemnification, absence or warranties, disclaimer of warranties and otherwise, shall
survive any cancellation, termination, discontinuance or recission of this Agreement.
This agreement shall be deemed to have been made in, and all matters pertaining to this
Agreement, its validity, execution, interpretation, breach and enforcement shall be
governed by the laws of the State of New York, U.S.A., without reference to principles
of conflicts of law thereof. You hereby consent to the exclusive jurisdiction of the
state and federal courts situated in the County and State of New York, and of no other
state or federal court, in connection with any action, lawsuit or proceeding arising out
of or related to this web site, this Agreement or any use of or reliance on this web site.