Merchant Business Credit, Inc.
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Merchant Business Credit, Inc.

1441 Broadway
New York, NY 10018
Telephone: (212) 918-0950                  Fax: (212) 398-4183

Client User Agreement

This web site and the information and materials on this web site are provided by Merchant Business Credit, Inc. (“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 “The Collection Factoring 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:

  1. You are currently in good standing and not in default in any payment or performance under a written Factoring Agreement with Merchant which Agreement is presently in full force and effect has not been terminated.
  2. 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 Agreement;
  3. You have read and understand all of the terms, conditions and provisions of this Client User Agreement;
  4. You may not modify, terminate nor obtain a waiver of any terms, conditions or provisions of this Client User Agreement;
  5. 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 Agreement.

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 or revise.

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 agree that:

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 3or 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.