ContraCt Care PAYMENT TERMS AND CONDITIONS OF USE

BY USING THIS SITE AND OUR ONLINE PAYMENT SYSTEM, YOU AGREE THAT YOU HAVE THE AUTHORITY TO USE THIS SITE ON BEHALF OF YOUR EMPLOYER (“YOU” OR “YOUR”), AND THAT YOU AND YOUR EMPLOYER HAVE READ THESE TERMS AND CONDITIONS OF USE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

 

Contract Care is a commercial loan and lease servicing company and provides a variety of services, acting as an agent for third party commercial lenders, including the remittance and collection of payments towards commercial loans (the “Services”). You understand that Contract Care will obtain payments from you in service of a lease or commercial loan made to You by one of Contract Care’s commercial lending clients (the “Client”).

 

Please review these “Terms”, which, together with the Contract Care Privacy Notice and Cookie Notice govern your use of this site and the “Services.” Except as otherwise provided in these Terms, we reserve the right to amend these Terms from time to time. A revision date will appear on the Terms of Use page and may appear on the main navigation frame to indicate the most recent date of change. You agree to check for changes when you visit the site. If you do not wish to be bound by any of the amendments, you must not use the payment system or our site. Unless prohibited by a separate agreement with you, we reserve the right to cancel all or part of the site or Services, make access unavailable, and alter all information and the types of services with or without reason or notice.

 

YOU UNDERSTAND THAT THESE TERMS (INCLUDING WARRANTY DISCLAIMERS AND LIMITATIONS ON LIABILITY) REPRESENT AN AGREED UPON PRICE-RISK ALLOCATION. CONTRACT CARE WOULD NOT BE ABLE TO OFFER YOU ITS SERVICES "BUT FOR" THIS ALLOCATION.

 

When using our site and Services, you must, at all times: (a) comply with all applicable federal, state and local laws governing the access and use of Service; (b) assume full responsibility for the final verification of the payor’s identity; (c) seek legal advice from and utilize qualified legal counsel for the use of any Services provided under this Agreement; (d) keep strictly confidential in accordance with this Agreement any information and identification numbers and passwords You receive from or gain access through Contract Care or the site; (e) For six (6) years from the date you use or receive the Services, keep a copy or copies of the Services, the consent form you obtained from the payor for the applicable Services, and a description of how You used or relied on the Services to make payments; (f) pay by wire transfer, check, VISA, MasterCard, ACH or other payment method as Contract Care may accept from time to time, for any loan payments.

 

If we permit You to use a credit card, You certify that you are an authorized user of the credit card provided and understand that Contract Care First reserves the right to suspend the Service to any delinquent account without notice.).

 

1. Consent

 

By accessing, browsing or using our site or the Services, You agree to be unconditionally bound by these Terms. If You do not agree with our Terms, do not use our site, Services, or any of their features. Please note that additional, separate terms of use may apply to our Services and programs, including as detailed below. When You register to use our Services, we will ask for your consent to collect and process your Personal Information as described in our Privacy Notice and as set forth for each Service below. Please read these Terms carefully and retain it for your records.

 

BEFORE YOU MAKE A PAYMENT ON OUR SITE, YOU WILL BE REQUIRED TO AGREE TO THESE TERMS By CLICKING, “I Agree” (ON THE PAYMENT SUBMITTAL SCREEN) or YOU WILL BE DEEMED TO AGREE JUST by using the site or Service. you are agreeing to these Terms and all notices, AGREEMENTS and terms and conditions referenced herein. If you do not agree, please do not use the site or any of the Services.

 

2. Eligibility to Use this Contract Care site

 

You must be at least 21 years of age to use this site and our Services. You must also have the authority to act on behalf of your employer. If you are under the age of 21 and/or do not have the legal authority to act on behalf of your employer, please do not use or provide any information to Contract Care on this site or on or through our Services, register on the site, use any of the interactive or public comment features of this site, or provide any information about yourself to us, including your name, address, telephone number, e-mail address, or any screen name or user name you may use. If we learn we have collected or received Personal Information from you without verification, we will delete that information.

 

3. Contact

 

If you have questions or problems with our site or Services, please contact Contract Care by phone at 1-866-851-8804 (toll free) or by e-mail at cs@contractcare.net. Remember, Internet e-mail is not secure. Please do not send us your sensitive information (i.e. social security number, account numbers, or other account information) via e-mail.

 

4. Registration

 

The Contract Care Payment site offers features that allow you to register for access to view your details regarding your commercial lease or loan submit customer service requests and make a one-time payment. If you register with us online, you will receive an e-mail from Contract Care confirming that you have completed the registration process. If you do not receive an e-mail from us within a reasonable time after you register, please contact us at 1-866-851-8804 (toll free). You are responsible for maintaining the confidentiality of your account and password, and you are responsible for all matters relating to your account and password.

 

5. Your Password

 

Your account on the site is password protected. You are responsible for safeguarding your password. We recommend that you select a password that (a) utilizes upper and lower case letters, numbers and special characters for purposes of security; (b) is not associated with any commonly known personal identification, such as a social security number, ATM personal identification number (PIN), address, date of birth or names of children; and (c) is memorized rather than written down. Your password should not be stored on your computer. We recommend that you change your password frequently and do not use the same password on any other website. Contract Care will never ask you for your password and you should never give it to anyone else.

 

It is extremely important that you take an active role in the prevention of any wrongful use of your password. Notify us immediately if you believe anyone has improperly obtained your password or if someone has, or may, transfer money from your account without authority, order any unauthorized transaction, or if you suspect any fraudulent activity.

 

You agree that Contract Care and our agents may act on any and all instructions received through the use of your password. Additionally, you agree that the use of passwords constitute a reasonable security procedure for the verification of authenticity and accuracy of transactions initiated through the site. You agree to assume all liability for all transactions using your password, subject to any limits imposed by applicable law, particularly the Electronic Fund Transfer Act for consumer transactions.

 

6. Privacy Notice

 

Contract Care collects personal information including your name, e-mail address, mailing address, phone number, login information, password, EINs and account information (collectively, “Personal Information”), and other Personal Information reasonably necessary to provide you with the site and our Services. We collect and use the Personal Information about customers and consumers in accordance with the Graham-Leach Bliley Act and as described in our Privacy Notice and as detailed for each Service covered by these Terms. You acknowledge that you have read and understand our Privacy Notice. If our Privacy Notice changes, we will take reasonable steps to notify you by e-mailing you or posting a notice on the site.

 

Contract Care may share certain Personal Information and device-identifying technical data about you and your devices with third-party service providers who will compare and add device data and fraud data from and about you and your devices to a database of similar device and fraud information in order to provide fraud management and prevention services and identify and block access to the applicable service or website(s) by devices associated with fraudulent or abusive activity. Such information may be used by Contract Care and its third-party service providers to provide similar fraud management and prevention services for services or websites not provided by Contract Care.

 

You authorize your wireless carrier to disclose information about your account, such as name, billing address, e-mail, phone number, location information, subscriber status, payment method and device details, if available, to Contract Care and our third-party providers to support identity verification, fraud avoidance and other uses in support of transactions for the duration of your business relationship with us. This information may also be shared with other companies to support your transactions with Contract Care and for identity verification and fraud avoidance purposes.

 

7. Electronic Communications Agreement

 

The federal Electronic Signatures in Global and National Commerce (ESIGN) Act requires us to obtain your consent before delivering legal disclosures to you in an electronic format. By accepting these Terms, submitting information to us, or clicking the “I accept” box and typing your name into any of our electronic forms, you consent to Contract Care providing products, services, notices, and amendments to you electronically (“e-communications”) that relate to our Services or products that you initiate or obtain electronically, and you agree to sign those documents electronically. If we offer the service or product in another medium such as by telephone, mail (paper notices), or in person at one of our banking centers, you may utilize one of those alternatives. You also understand that Contract Care will use electronic documents for all communications, agreements, disclosures, authorizations and other documents necessary to provide you with the Services. Any document sent electronically has the same force and effect as a document sent in paper format.

 

In order to access, view, and retain electronic communications (including e-Statements) that we make available to you, you must have a computer or device capable of accessing the Internet and reading and displaying PDF files (such as Adobe® Acrobat® Reader), an Internet web browser that is currently supported by its publisher and is capable of supporting 128-bit SSL encrypted communications (e.g. Microsoft Edge, Chrome, Firefox or Safari), a valid e-mail address, and sufficient hard drive space to store electronic records or you will need a printer if you wish to print copies of electronic records. We will notify you and request your consent to continue receiving the electronic disclosures if our system requirements change in a manner that poses a material risk that you will not be able to access information electronically.

 

You agree to print or make an electronic copy of any e-communication to which you are entitled by law or regulation, that you desire to keep for your records, or that we ask you to keep.

You agree that we may communicate with you in the following ways:

 

·         E-mail. We will send e-communications to the e-mail address you provide. You agree to receive e-communications in the form we make them available and that e-communications are deemed received by you three (3) days after the date sent, regardless of whether you check your e-mail account during that time. An e-mail sent to you or another person involved in the same transaction (e.g. a co-applicant) will serve as notice to all. If your e-mail address changes, it is your responsibility to notify us via the Contact Care Payment Portal support page or call 1-866-851-8804, or email us at cs@contractcare.net. .

·         E-Notices. We may provide you with certain information by posting electronic notices on the site or elsewhere. If required by law, we will also send you an e-mail alerting you to when the information has been posted.

·         Text Messaging. When You register or create a user profile for Contract Care Portal, we may ask for Your wireless number to allow Contract Care to send You informational text messages related to Your account. We may also use your wireless number to send you information about other products and services that may be of interest to You. By providing us with your cellular phone number, you give us prior express written consent to send you text (SMS) messages about our Services. You can reply STOP to any of these text messages to stop receiving text messages from us at any time. Additionally, some of our Services provide the option to initiate text alerts concerning your accounts, payments and other products and Services you have with Contract Care. You can sign up for these alerts and control which alerts you want to receive. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

·         Non-Electronic Communications. We reserve the right to communicate with you other than by electronic communications and, in those cases, you agree to communicate with us using the same non-electronic means. When applicable law requires us to accept notice electronically from you, you agree to send your e-mail notice only to the following address: cs@contractcare.net.

You may withdraw your consent to conduct business electronically or request a paper copy of any legal document at any time by calling us at 1-866-851-8804 (toll free) or by sending an e-mail using the Contract Care Portal at cs@contractcare.net, or by regular mailing of a notice to PO Box 2149, Gig Harbor, WA 98335. Note that we may treat an invalid e-mail address or the subsequent malfunction of a previously valid e-mail address, as a withdrawal of your consent to receive electronic communications. If you withdraw your consent, we may remove you from a Service if no there are no alternatives available for electronic communications.

 

8. Changes in Financial Circumstances

 

You understand and agree that you must notify us immediately in the event of a material change in your financial circumstances or in any of the information provided in connection with your loan or lease through our site, including any supporting financial information. Please call us at by calling us at 1-866-851-8804 (toll free) or send an e-mail using the Contract Care Portal at cs@contractcare.net, or by regular mail to PO Box 2149, Gig Harbor, WA 98335. You agree to provide us any financial records we request to determine your financial status during the term of these Terms.

 

9. Site Information

 

We endeavor to provide accurate and timely information on our site. However, we cannot guarantee the accuracy of the information presented on the site. Delays, errors and omissions may exist, and any reliance upon the information provided on the site is at your own risk. Information on the site is not an offer, and we reserve the right to change, correct or alter it at any time and without notice.

 

10. Site Content and Ownership

 

Unless otherwise indicated, the information contained in this site and our Services, including, but not limited to, all images, illustrations, designs, photographs, video clips, text, icons, designs, written information and other materials that appear on the site are copyrights, trademarks, trade dress or other intellectual property owned, controlled, or licensed (collectively, the “Content”) are the property of Contract Care and/or its Clients, suppliers or affiliates, or are the property of their respective owners and are protected by the United States and international copyright laws and conventions. The collection and compilation of the Content are separately protected and copyrighted works that are exclusively owned or licensed by Contract Care. No trademark or service mark license is granted in connection with any of the Content on the site or Services. Contract Care and its Clients, affiliates and licensors expressly reserve all intellectual property rights that are not expressly granted in these Terms. Various other trademarks and service marks used on our site are the property of their respective owners, and we use them with their consent. Contract Care and the other licensors of the marks on our site and the Services reserve all rights with respect to all Content. The absence of a name or logo on the site does not constitute a waiver of any intellectual property rights established in any Content.

 

11. License Grant

 

Our site is intended to provide visitors and customers of Contract Care easy access to information about your commercial loan or lease and to facilitate your ability to pay monies owed for your commercial loan or lease. As a regulated institution, we do not provide products or services except as allowed by law. Subject to all provisions in these Terms, we grant you a nonexclusive, revocable license to copy or print an unaltered copy of information on the site to document your contracts and activities with us, but not for any other purpose, including commercial purposes. Information on the site is copyrighted or protected by intellectual property laws, so you may not copy, modify, publicly distribute or display, perform, publish, license, create derivative works from, transfer, or sell any site information.

 

12. Restrictions on Use

 

You agree not to use the site or Services, or any feature or component thereof, in or for any illegal, fraudulent, unauthorized or improper manner or purpose and will only be used in compliance with all applicable laws, rules and regulations, including all applicable state, federal, and international Internet, data, telecommunications, telemarketing, spam, and import/export laws and regulations, including the U.S. Export Administration Regulations. Without limiting the foregoing, you agree that you will not use the site or Services to transmit or disseminate (i) junk mail, spam, or unsolicited material to persons or entities that have not agreed to receive such material or to whom you do not otherwise have a legal right to send such material; (ii) material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its clients or subscribers; (iii) material or data, that is illegal, or material or data, as determined by Contract Care in its sole discretion, that is harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable, materials that are harmful to minors or excessive in quantity, or materials the transmission of which could diminish or harm the reputation of Contract Care or any third-party service provider involved in the provision of the site or Services; (iv) material or data that is alcoholic beverage-related (e.g., beer, wine, or liquor), tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco), guns or weapons-related (e.g., firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic-related (e.g., adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), violence-related (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-related (e.g. racist organizations), gambling-related (e.g., casinos, lotteries), specifically mentions any wireless carrier or copies or parodies the products or services of any wireless carrier; (v) viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (vi) any material or information that is false, misleading, or inaccurate; (vii) any material that would expose Contract Care, any third-party service provider, or any other third party to liability; or (viii) any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to the equipment or facilities, or any third party. You agree that you will not attempt to: (a) access any software or services for which your use has not been authorized; or (b) use or attempt to use a third party’s account; or (c) interfere in any manner with the provision or security of the site or Services, or other customers’ use of the site or Services; or (d) otherwise abuse the site or the Services. You further agree not to alter any site or Services information and not to use (or allow others to use) the site or Services or any information obtained from it for any wrongful, unauthorized, or unlawful purpose.

 

13. Third-Party Websites and Tools

 

These Terms apply only to the site and Services described herein. Our site may contain links to websites operated by third parties and tools, such as calculators, made by third parties as a service to you. Contract Care has no ability to control, and we are not responsible for, the privacy and data collection, use, and disclosure practices of third-party websites or tools. Contract Care assumes no responsibility for the proper functioning or adequacy of the contents of any linked websites or any tools made or maintained by third parties. When you click on links that take you to external websites or use third-party tools on our site, you will be subject to their privacy notices and terms of use and not ours. We encourage you to review and understand the privacy notices of such websites before providing them with any information.

 

14. Availability of Services; Business Days

 

You may access our site twenty-four (24) hours a day every day except during site maintenance, modification, or account update periods, when unexpected problems arise such as problems with internet connections, capacity, or the like, and when we, in our sole discretion, make all or part of it unavailable. Some services are only available on Contract Care Business Days. For the purposes of these Terms, Business Days are Monday through Friday 8 a.m. to 5 p.m., Pacific Time, excluding holidays and other days that Contract Care is closed. Accordingly, even though you can request at any time that we perform a service, we cannot necessarily process it immediately, and sometimes we will wait until the appropriate Business Day to act upon some of your requests. All requests that, for any reason, are not completed on that Business Day will be completed on the next Business Day, unless some other date has been designated by a prior arrangement with you.

 

15. No Advice; No Warranties

 

Contract Care does not provide any advice or counsel regarding your reliance upon or use of any Services; or, (b) assume any risk or liability associated with your use of the Services, Contract Care databases or information.

OUR SITE AND ALL OF OUR SERVICES ARE PROVIDED “AS-IS” AND AS AVAILABLE. Contract Care MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE OR SERVICES, AND WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AND DUTIES OF EVERY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OR DUTIES (IF ANY) AS TO ACCURACY, TIMELINESS, COMPLETENESS, SUITABILITY, AVAILABILITY, SECURITY, LACK OF VIRUSES OR NEGLIGENCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, WORKMANLIKE EFFORT, INFRINGEMENT, OF QUIET ENJOYMENT, OR ANY IMPLIED INDEMNITIES. Contract Care IS NOT RESPONSIBLE FOR ANY ERROR OR FAILURES FROM ANY MALFUNCTION OF OUR SITE OR SERVICES OR ANY FEATURES THEREOF, AND WE ARE NOT RESPONSIBLE FOR ANY COMPUTER VIRUS OR RELATED PROBLEMS THAT MAY BE ASSOCIATED WITH THE ACCESS TO OR USE OF THE SITE OR SERVICES. WE DO NOT GUARANTEE THAT THE SITE OR SERVICES WILL BE COMPATIBLE WITH ALL COMPUTERS OR OPERATING SYSTEMS, INTERNET BROWSERS, ROUTERS OR FIREWALLS. FURTHER, WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK, OUR SERVICE PROVIDER’S NETWORKS OR OTHER PORTIONS OF THE INTERNET AND, AS SUCH, WE CANNOT GUARANTEE THAT YOUR CONNECTION TO THE INTERNET OR ACCESS TO THE SITE OR SERVICES WILL NOT BE IMPAIRED OR DISRUPTED. CONTRACT CARE AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

 

16. Delays in Performance

 

Contract Care shall not be liable for delays in performance, loss, damage, liability or claim arising directly or indirectly from any error or delay, under these Terms or for failure to perform hereunder by reason of any third party’s failure to provide Bank with the data necessary for complete and proper transmission of the Services. In the event that Contract Care is delayed, hindered in or prevented from the performance of any work, service of other acts required of Bank under these Terms due to earthquakes, fires, natural disasters, riots, acts of terrorism, acts of war, acts of God, civil or foreign disturbances, power outages, acts of government, labor disputes, strikes, walk-outs, failures in either telecommunication or computer networks, equipment failure, legal constraints, or any other event beyond its control, then performances of such work, service, or other acts shall be excused for a period of such delay and the period for the performance of such work, services, or other acts shall be extended for a period equivalent to the period of such delay.

 

17. Viruses

 

It is possible to contract a computer virus or similar “disease” by using the internet or materials downloaded from it. You should obtain, use, and update computer virus-checking software routinely, even when you are using information that is not obtained from the internet. We cannot guarantee that the site, the Services, any software, or other information downloaded from them will be virus or problem free, and we disclaim any liability (if any exists) for viruses and similar problems.

 

18. Limitation of Liability

 

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU AND/OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST OPPORTUNITY, LOSS OF PRIVACY OR CONFIDENTIAL INFORMATION, INTERRUPTION OF BUSINESS, INVESTMENT OR ANY COVERAGE OR PROTECTION, OR FOR FAILURE TO MEET ANY DUTY INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, LACK OF NEGLIGENCE OR OF REASONABLE CARE) OR ANY OTHER INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO THE SERVICES OR YOUR USE OF THIS SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY. YOU AGREE THAT YOUR RECOVERY FOR ANY DAMAGES THAT YOU INCUR SHALL BE LIMITED TO THE DIRECT DAMAGES YOU ACTUALLY INCUR IN REASONABLE RELIANCE ON THE SERVICE OR THE SITE UP TO A LIMIT OF THE FOLLOWING, AT OUR ELECTION: (1) A REFUND OF THE AMOUNT YOU PAID FOR THE SERVICE IN THE MONTH IN WHICH THE DAMAGE FROM THAT SERVICE IS FIRST INCURRED, LESS ANY REASONABLE ALLOWANCE FOR COMPLYING SERVICES, OR (2) CORRECTION OR REPLACEMENT OF THE SERVICE. ANY FAILURE OR UNCONSCIONABILITY OF ANY REMEDY DOES NOT AFFECT THE ENFORCEABILITY OF THE LIMITATION ON AND EXCLUSIONS OF CONSEQUENTIAL, INCIDENTAL, AND OTHER DAMAGES, AND YOU EXPRESSLY AGREE THAT THOSE LIMITATIONS AND EXCLUSIONS ARE INDEPENDENT OF THE PERFORMANCE OF ANY OR ALL AGREED REMEDIES. ALL LIMITATIONS WILL APPLY TO ALL LEGAL AND EQUITABLE THEORIES. Contract Care’s LIABILITY TO YOU UNDER THESE TERMS SHALL IN EVERY CASE BE LIMITED TO CORRECTING, REVERSING OR OTHERWISE MAKING ACCURATE ANY DEBIT OR CREDIT INITIATED BY BANK, AND BANK SHALL BE LIABLE ONLY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING THE SERVICES. BANK SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ITS THIRD PARTY SERVICE PROVIDERS.

 

19. Indemnity

 

You shall indemnify Contract Care and hold us harmless from any actions, claims, damages, liabilities, costs, expenses (including attorneys’ fees, expert witness fees and an costs based on your direct or indirect breach of these Terms) or any other harm arising out of any wrongdoing, illegal activities or violation these Terms. You further agree to indemnify us against any loss we suffer due to our acceptance of your online payment or your failure to comply with applicable federal, state or local laws. In addition you agree that you will not (i) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the technology or Service, (ii) copy or reproduce all or any part of the technology or Service; or (iii) interfere, or attempt to interfere, with the technology or Service. This indemnity will survive termination of your account and these Terms and any privacy notices or terms and conditions referenced herein.

 

You shall indemnify, defend and hold Contract Care harmless from and against any and all claims, demands, costs, expenses and liabilities of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees, expert witness fees and costs based upon any breach of this Agreement by You, including without limitation the illegal or wrongful use of any Services, Your gross negligence or intentional wrongdoing in connection with the use of the Services.

 

20. Dispute Resolution: Waiver of Class Action Rights and Arbitration Provisions

 

THIS SECTION IS AN ARBITRATION AGREEMENT BETWEEN YOU AND Contract Care AND INCLUDES A WAIVER OF CLASS ACTION RIGHTS.

 

Claims relating to the use of the site, the Services or the materials contained herein or these Terms or any notice, agreement or terms and conditions referenced herein (collectively, “Covered Disputes”) are governed by the laws of the United States and the State of Washington. If you choose to access the site or Services from another location, you do so on your own initiative and are responsible for compliance with applicable local laws. Any Covered Disputes between or among you and us, regardless of when it arose, will, upon demand by either you or us, be resolved by binding arbitration in King County, Seattle, Washington or another location as mutually agreed by the parties. Binding arbitration lets an independent third party resolve a Covered Dispute without using the court system, judges or juries. Either you or we may require the submission of a Covered Dispute to binding arbitration at any reasonable time, even if a lawsuit or other proceeding has begun. If either you or we do not submit to binding arbitration following a lawful demand, the one who fails or other proceeding has begun. If either you or we do not submit to binding arbitration following a lawful demand, the one who fails to so submit bears the costs and expenses (including attorney’s fees and expenses) incurred by the other in compelling arbitration.

 

Neither you nor Contract Care will be entitled to:

 

• Join, consolidate, or combine Covered Disputes by or against others in any arbitration;

• Include in any arbitration any Covered Dispute as a representative or member of a class; or

• Act in any arbitration in the interest of the general public or in a private attorney general capacity.

 

YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT AGAINST Contract Care RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS PROCEEDING AGAINST Contract Care OTHERWISE COMMENCED.

 

Each arbitration, including the selection of the arbitrator, will be administered by the American Arbitration Association (“AAA”) or such other administrator as you and we may mutually agree to (the AAA or such other mutually agreeable administrator to be referred to here as the “Arbitrator Administrator”), according to the Commercial Arbitration Rules and the Consumer Arbitration Rules (“AAA Rules). To the extent that there is any variance between the AAA Rules and this Arbitration Provision, this Arbitration Provision will control. Arbitrator(s) must be a member of the state bar where the arbitration is held, with expertise in the substantive laws applicable to the subject matter of the Covered Dispute. You and we each agree that in this relationship:

 

• You and we are participating in transactions involving interstate commerce.

• The Arbitrator will decide any dispute regarding the enforceability of this Arbitration Provision.

• Each arbitration is governed by the provision of the Federal Arbitration Act (Title 9 of the United Stated Code) and, to the extent, any provision of that Act is inapplicable, unenforceable or invalid, the laws governing the relationship between you and us about which the Covered Dispute arose.

 

This Arbitration Provision and the exercise of any of the rights you and we have under this Arbitration Provision do not stop either of us from exercising any lawful rights to use other remedies available to:

• Preserve, foreclose, or obtain possession of real or personal property.

• Exercise self-help remedies, including setoff and repossession rights.

• Obtain provisional or ancillary remedies such as injunctive relief, attachment, garnishment or court appointment of a receiver by a court having jurisdiction.

 

All parties (the AAA, the arbitrators, you, and Contract Care) must, to the extent feasible, take any action necessary to ensure that an arbitration proceeding, as described in this Arbitration Provision, is completed within one hundred eighty (180) days of filing the Covered Dispute with the AAA. The parties must not disclose the existence, content, or results of the arbitration, except for disclosures of information required in the ordinary course of business or permitted by applicable law or regulation. This provision will be liberally construed to ensure the enforcement of this Arbitration Provision.

 

To find out how to initiate arbitration, please call any office of the AAA or visit the AAA Website at www.adr.org. If any of the provisions of this arbitration agreement dealing with class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be unlawful or unenforceable, that invalid provision shall not be severable and this entire arbitration agreement shall be unenforceable. Arbitration fees shall be determined by the rules or procedures of the Arbitration Administrator, unless limited by applicable law. Unless inconsistent with applicable law, each of us shall bear the expense of our own attorney, expert and witness fees, regardless of which of us prevails in the arbitration.

 

You understand and agree that you and we are each waiving the right to a jury trial or a trial before a judge in a public court. As an exception to this Arbitration Provision, we both retain the right to pursue disputes in small claims court in the state where you reside if the dispute lies within the court’s jurisdiction. Notwithstanding anything in the Agreement to the contrary, each party retains the right to pursue in Small Claims Court any dispute in which the remedy sought is entirely within that court’s jurisdiction.

 

The provisions of this Arbitration Provision will survive termination, amendment, or expiration of your Account relationship, the governing Agreement or any other relationship between you and us.

 

21. Conflicts Between Agreements

 

In the event of any inconsistency or conflict between these Terms and Contract Care’s Deposit or Loan Contract to which you agreed when you opened your Account, the Deposit or Loan Contract shall control. If there is an inconsistency between these Terms and the separate terms and conditions of Contract Care Mobile Banking, Contract Care Mobile Deposit Capture and Contract Care External Account Transfers, the more specific terms of these Agreements shall control. If the event of any inconsistency or conflict between these Terms and the Additional Services Addendum Agreements, these Terms shall control.

 

22. Waiver

 

The failure of either party to seek a redress for violation, or to insist upon the strict performance, of any covenant, agreement, provision, or condition hereof shall not constitute the waiver of the Terms or of the terms of any other covenant, agreement, provision, or condition, and each party shall have all remedies provided herein with respect to any subsequent act which would have originally constituted the violation hereunder.

 

23. Severability

 

In the event that any provision of these Terms shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of these Terms shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

 

24. Jurisdiction and Venue

 

This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in King County, Washington, USA. The parties hereby consent to personal jurisdiction over them by the courts within King County, Washington, USA and waive all objection and challenge to such venue and personal jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to any of the transactions contemplated by this Agreement.

 

25. Change in Terms

 

We are constantly trying to improve our site and Services, so these Terms may need to change along with the site or Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the site, by sending you an e-mail, or by some other means. Your use of the site or Services after receipt of notification of any change by us constitutes your acceptance of the change.

 

26. Termination

 

You or Contract Care may terminate these Terms at any time without notice. Contract Care reserves the right to deny, suspend or revoke access to the site or Services immediately, in whole or in part, in our sole discretion, without notice, if we believe: (i) you are in breach of these Terms; (ii) you are otherwise using or accessing the site or Services inconsistent with these Terms or any other agreement between you and us; (iii) it is necessary to maintain the security of our systems; or (iv) it is necessary to prevent loss to Contract Care. Further, we have the right to suspend the site or Service immediately in the event of an emergency. In the event of any termination or suspension of the site or Services, you shall remain liable for all transactions initiated utilizing the Services prior to suspension or termination.

 

27. Miscellaneous

 

This Agreement does not create, and shall not be construed to create, any joint venture or partnership between the parties. No officer, employee, agent, servant, or independent contractor of either party shall at any time be deemed to be an employee, servant, agent, or contractor of the other party for any purpose whatsoever. You may not assign these Terms or any of the rights or duties hereunder to any person without Contract Care’s prior written consent. The information in these Terms applies only to the site and Services described herein. Provisions in other disclosure documents and agreements related to the account, as may be revised or amended from time to time, remain effective for all other aspects of the account.

 

ACCEPTANCE [A1] 

 

You affirm and agree that you have had an opportunity to consult with their respective counsel and with such other experts or advisors, as they have deemed necessary in connection with this Agreement. This Agreement shall be construed without any presumption or rule requiring that it might be construed against the party causing this Agreement, or any part of it to be drafted. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and sent by telephone facsimile transmission, certified or registered mail with return receipt requested, or express courier or delivery service and addressed to you at the address then on record at Contract Care, or to such other address as you may from time to time specify by notice to Contract Care in writing. You may deliver notices to Contract Care at PO Box 2149, Gig Harbor, WA 98335...