ITI Internet Services, Inc. Terms and Conditions

Your use of any service provided, owned, or controlled by ITI Internet Services, Inc. signifies that you have read and accept these Terms and Conditions. Please read this document carefully before registering and using any service. If you do not accept this Agreement, you can not use our service.

1. Description of Services

The following terms are defined for use in this Agreement:

• "Merchant" means the individual or business entity possessing an ITI Internet Services, Inc. account number.
• "Customer" means any person desiring to purchase web site access or service(s) or product(s) made available by Merchant.
• "Confidential Information" as used in this Agreement includes the PayByCheck INTELLECTUAL PROPERTY, LOOK AND FEEL, source code, form variables, link tags, personally identifiable visitor information, lists, databases, reports, information created or obtained by ITI Internet Services, Inc. and such other materials as ITI Internet Services, Inc. may from time to time designate as "Confidential Information" under the terms of this paragraph.
• "PayByCheck" means ITI Internet Services, Inc.

ITI Internet Services, Inc. acts as intermediary between Merchant's Internet web site and Merchant's account. ITI Internet Services, Inc. processes the check information collected by Merchant's web site and receives an approval or decline from ITI Internet Services, Inc.'s independent verification providers and services for those accounts with these services activated.

2. Payments

Merchant will receive payment for transactions per the agreement established with Merchant at the time of Merchant account issuance. The standard delivery method for payments is first class mail sent each banking day. Direct deposit into Merchant's bank account is available to qualified Merchants. Settlement via direct deposit requires additional Terms and Conditions and the ECP Application. ECP is an optional fully electronic settlement service. In all payments from Customers to Merchants, ITI Internet Services is only the processor and can not alter the terms of these payments. ITI Internet Services, Inc. does not guarantee or insure funds within transactions.

ITI Internet Services, Inc. will issue invoices weekly based on the weekday of signup for processing fees due, which must be paid electronically via AutoPay (ACH electronic debit). An ITI Account Monthly Fee and other monthly fees will be added on the month date of signup. A notification is sent via e-mail when an invoice is due or has been paid via AutoPay if Merchant's Autopay is set to notify. It is the responsibility of Merchant to maintain current contact information with ITI Internet Services, Inc. If Merchant does not receive this notice, it is the responsibility of Merchant to contact ITI Internet Services, Inc.

Accounts not paid within 15 days will be suspended and charged a $5.00 late fee. A suspended account can still accept new check transactions, however they will remain in ITI Internet Services, Inc.'s system queue, unprocessed until the account is reactivated following prompt payment. In the case of delinquency, ITI Internet Services, Inc. reserves the right to cease all check processing without further notice until such time as balance is paid including any late, bank or reconnect fees. Processing fees are posted on the PayByCheck.com main web site. All accounts must authorize ITI Internet Services, Inc. to electronically debit fees for services from a designated checking account using our AutoPay service. A $25.00 fee will be charged for all electronic AutoPayments returned for Non-Sufficient Funds, or for any other reason.

3. Merchant Cancellation

Merchant may at any time cancel this agreement with written notice to ITI Internet Services, Inc. and payment of fees due. ITI Internet Services, Inc. will terminate this Agreement and cease to accept check transactions for processing. Any processing fees due to ITI Internet Services, Inc. must immediately be paid upon notice of cancellation. Accounts are not closed until the account balance is paid in full.

ITI Internet Services, Inc. is hereby authorized to draft from Merchant's bank account all fees due upon cancellation of Merchant's ITI Internet Services, Inc. Merchant account by either Merchant or ITI Internet Services, Inc.

ITI Internet Services, Inc. reserves the right to cancel without notice any account that participates in any illegal, unethical, or any other socially unacceptable behavior (including SPAMMING) that may reflect on the good name of ITI Internet Services, Inc.. ITI Internet Services, Inc. also has the right to cancel any account for non payment of processing fees as required by this agreement.

4. Merchant's Obligation

Merchant agrees to follow all regulations regarding the acceptance of checks for payment. Merchant agrees that it will not perform or fail to perform any act which would violate federal, state/provincial, or local law, including, but not limited to, the U.S. Federal Government's Equal Credit Opportunity Act, Fair Credit Reporting Act, and Truth-In-Lending Act. Merchant also agrees to provide accurate and reliable contact information and pay fees on time.

5. Regulation Authorization

Merchant represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to provide any services it intends to offer. Merchant further represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by regulatory agencies.

6. Merchant Account Information

For customer service purposes, ITI Internet Services may inquire into the balances in your operating or reserve account and merchant related transactions.

7. Taxes

Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction such as state and federal income taxes. Should ITI Internet Services, Inc. be required to pay any such taxes on the income of Merchant, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to ITI Internet Services, Inc. .

The parties agree that taxes in the nature of an excise, sales or use tax are not currently imposed on the transactions contemplated under this Agreement. Further, the parties agree that if such taxes are imposed, the burden of such taxes shall be Merchant's responsibility. ITI Internet Services, Inc. shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Merchant if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Merchant the amount of any such taxes and related penalties and interest which are paid by ITI Internet Services, Inc. with its own funds.

8. Confidential Information and Intellectual Property

ITI Internet Services, Inc. reserves the right to restrict the use of its name, system, logo, software, and Confidential Information. Each individual Merchant is granted by ITI Internet Services, Inc. the right to use the PayByCheck logo unaltered on their web site in the reasonable representation of the Merchant's use of the PayByCheck service until such time as they cease to be a Merchant.

Merchant acknowledges and agrees that their web site information (including but not limited to name, email address, URL, telephone, FAX numbers, etc.) may be utilized by ITI Internet Services, Inc.. Possible uses include (but are not limited to) response to a court order or subpoena, assistance to Merchant's Customer (in cases of complaints, failure to deliver goods, purchase pricing conflicts, etc.), and security operations.

Merchant acknowledges that ITI Internet Services reserves the right to deny or disable Merchant's services or complete account based on inaccurate or misleading information. This includes, but is not limited to, name, phone number, email, website, or address.

The information provided by ITI Internet Services, Inc. to Merchant is proprietary in nature. Merchant acknowledges that they are not and will not be competitors of ITI Internet Services, Inc. for a period of 12 months, and agree not to share this information with any competitors. This obligation will survive any termination of this Agreement.

Merchant agrees that it will not make use or disclose in any way regardless of format within or without its own organization any Confidential Information of ITI Internet Services, Inc. which is supplied to or obtained by it in writing, orally, by observation, or electronically except to the extent necessary for negotiations, discussions, and consultations with Merchant's personnel or authorized representatives of ITI Internet Services, Inc. concerning the subject matter of this Agreement, or any other purpose ITI Internet Services, Inc. may hereafter authorize in writing. This obligation will survive any termination of this Agreement.

Merchant agrees that it shall disclose the Confidential Information only to its employers or agents who need to know such information and who have first agreed to be bound by the terms and conditions of this Agreement.

Merchant agrees that it shall treat the Confidential Information with the same degree of care which is commonly accorded to Confidential Information in the high technology field.

9. Limitations of Liability for ITI Internet Services, Inc.

ITI Internet Services, Inc. assumes no liability for disruptions of the PayByCheck service, including but not limited to, vandalism, theft, phone service outages, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of "ACTS OF GOD" or force majeure. ITI Internet Services, Inc. shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Merchant be entitled to recover damages from ITI Internet Services, Inc. which exceed the sum of the Service Fees retained by ITI Internet Services, Inc. under this Agreement during the six months prior to the event giving rise to the claim for damages.

The PayByCheck service and the use of the PayByCheck service are provided "as is" to the fullest extent permissible pursuant to applicable law. ITI Internet Services, Inc. disclaims all warranties expressed or implied, including, but not limited to warranties of Merchantability and fitness for a particular purpose, in relation to the service, its use and the results of such use. Without limiting the foregoing, ITI Internet Services, Inc. specifically disclaims any warranty (i) that the service will be uninterrupted or error-free, (ii) that defects will be corrected, (iii) that security methods employed will be sufficient, or (iv) regarding correctness, accuracy or reliability. Applicable law may not allow the exclusions of implied warranties so the above exclusions may not apply fully to you.

10. Indemnification

Merchant is fully responsible for the content of its Web site and for the advertising and promotion through any media of all of Merchant's offerings. Merchant certifies and represents to ITI Internet Services, Inc. that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Merchant to Customers, or which is used by Merchant in its advertising or promotion.

Merchant agrees to indemnify and hold harmless ITI Internet Services, Inc., its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney fees), or other liabilities resulting from or in connection with this Processing Agreement. ITI Internet Services, Inc. assumes no liability of Merchant for failure to follow this Processing Agreement and any results caused by the acts, omissions or negligence of Merchant, sub-contractor or an agent of Merchant or an employee of anyone to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with Merchant's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

11. Term

The term of this Service Agreement shall continue until a written notice of cancellation by Merchant and payment of fees due is received by ITI Internet Services, Inc. or until terminated under other provisions of this Agreement. ITI Internet Services, Inc. reserves the right to terminate this Agreement without cause upon notification to Merchant. ITI Internet Services, Inc. may terminate this Agreement immediately without notice at any time Merchant breaches any part of this Agreement.

12. Default

In the event Merchant defaults in any provision or fails to perform pursuant to this Agreement, ITI Internet Services, Inc. shall be entitled to all damages, costs and attorney's fees from Merchant.

Anyone found in deliberate violation of these terms and conditions is subject to being banned from use of all ITI Internet Services, Inc. goods and services without recourse ad infinitum.

It is agreed that unauthorized use or disclosure of the Confidential Information will diminish its value to ITI Internet Services, Inc. and will impair ITI Internet Services, Inc.'s ability to compete in the marketplace; therefore, if Merchant breaches these Confidential Information provisions, then, not withstanding any other term or provisions of this agreement, ITI Internet Services, Inc. shall be entitled to all remedies available at law or at equity, including injunctive relief, and the arbitration provisions of this agreement shall not apply.

Merchant agrees to defend, indemnify and hold ITI Internet Services, Inc. harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of this Agreement or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive any termination of this Agreement.

13. Invalid or Non-enforceable Provisions

The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were reformed to the extent necessary to make them enforceable.

14. Choice of Law/Venue

This Agreement shall be construed and enforced in accordance with the laws of the State of Washington and the venue for any action, dispute or proceeding with respect to this Agreement shall be Pierce County, Washington.

15. Captions

The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.

16. Amendments and Modifications

Except as hereinafter provided no Amendment or modification of this Service Agreement shall be valid unless same is in writing and signed by all parties hereto. ITI Internet Services, Inc. may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on ITI Internet Services, Inc., and to make other changes deemed necessary by ITI Internet Services, Inc., provided that such changes do not materially alter the ongoing obligations of the parties, by sending Merchant a notice of the changed Agreement. Unless Merchant rejects the changed Agreement and terminates this Agreement by notice to ITI Internet Services, Inc. in writing within fifteen (15) days after ITI Internet Services, Inc. sends the notice of changed Agreement, the changed Agreement shall replace this Agreement and be in full force and effect.

17. Miscellaneous

This Agreement represents the complete agreement between Merchant and ITI Internet Services, Inc.