END USER AGREEMENT
THIS END USER AGREEMENT (THIS “AGREEMENT”) IS A MATERIAL PART OF ANY AGREEMENT WITH CHECKOFF PRO FOR THE PROVISION OF ITS SERVICES TO ITS CUSTOMERS AND THEIR END USERS. PLEASE READ AND FOLLOW THIS AGREEMENT CAREFULLY.
This Agreement is between ISA Management Solutions dba "Checkoff Pro," an Iowa company, having its principle place of business in Ankeny, Iowa (“Checkoff Pro” or “Us”) and YOU, the End User of our Checkoff Pro’s Checkoff Pro software subscription service for first-purchasers and other end users (the “Services”). By using the Services, YOU agree to comply and be bound by this Agreement. YOUR use and access to the Services is conditioned on legal and appropriate use of the Services. If YOU do not agree to be bound by this Agreement, YOU must not use the Services.
Checkoff Pro reserves all rights including the right to revise, amend, or modify this Agreement or any other Agreement at any time, and any such revisions will be effective ten (10) days after posting on Checkoff Pro’s website at https://checkoffpro.com. YOU agree that YOUR continued use of the Service after the effective date of any such revision, amendment or modification will constitute YOUR acceptance thereof and YOU shall thereafter be bound by the terms of this Agreement, as revised, modified or amended. IT IS YOUR RESPONSIBILITY TO CHECK Checkoff Pro’s website regularly, as all or any part of this Agreement may change without notice.
Provision of the Services.
Checkoff Pro grants YOU the nonexclusive limited-time subscription and right to use the Services in accordance with the Agreement. Checkoff Pro may, in its sole discretion, change, modify, upgrade or discontinue any aspect or feature of the Site in whole or in part. Such changes, upgrades, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes to the Site. Notwithstanding the foregoing, in the event Checkoff Pro modifies or discontinues any content or feature of the Site that results in reduction of functionality or degradation of the Site, Checkoff Pro shall provide comparable functionality.
PROHIBITED USES OF THE SERVICE. For the benefit of all of Checkoff Pro’s Customers, as a condition of the Service, Checkoff Pro prohibits the following activities:
1. Unlawful or Improper Use of the Service. YOU may not use the Service in a manner prohibited by any applicable laws or regulations. Without limiting the foregoing, YOU may not use the Service for any unlawful or abusive purpose, in any way that could damage, disable, overburden, or impair any Checkoff Pro property, or in any way that directly or indirectly interferes with or disrupts our network or adversely affects another’s use or enjoyment of any Service, including other Checkoff Pro subscribers and other end users. YOU may not use or attempt to use the Service in any manner such as to avoid incurring charges for or otherwise being required to pay for such Services. YOU may not circumvent or attempt to circumvent user authentication or security of any host, network, network element, or account (also known as “cracking” or “hacking”). This includes, but is not limited to, accessing data not intended for YOU, logging into a server or account that YOU are not expressly authorized to access, or probing the security of other networks. YOU may not interfere or attempt to interfere with any services to any user, host, or network (“denial of service attacks”). This includes, but is not limited to, “flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host. YOU may not use any kind of program/script/command, or send messages of any kind, designed to interfere with (or which does interfere with) any server or a user’s session, by any means, locally or via the Internet. The Service is intended for periodic, active use. YOU may not use the Services on a standby or inactive basis in order to maintain a connection. Pinging is prohibited.
2. Intellectual Property Infringement. YOU may not use the Service to store, transmit or receive any material that infringes on any patent, trademark, trade secret, copyright, or other proprietary or intellectual right of any party, including, but not limited to, the unauthorized copying of copyrighted material. YOU are also prohibited from using the service to interfere with any technical measures employed by Checkoff Pro that are used to ensure compliance with this Agreement.
3. Objectionable Material. YOU may not use the Service to solicit, store, post, transmit, disseminate, or otherwise make available data or information that is unlawful, harmful, threatening, abusive, harassing, libelous, defamatory, hateful, obscene, indecent, or otherwise objectionable or which encourages or participates in conduct that would constitute a criminal offense, gives rise to a civil liability, or otherwise violates any local, state, national, or international law, order, rule, or regulation.
4. Invasion of Privacy or Unauthorized Disclosure of Data. All data contained available in the Services is property of either Checkoff Pro, its Customers, or their end users. Unauthorized disclosure of such data by YOU for any purpose, including, but not limited to, news or information gathering, violating the privacy rights of any individual, breaching the confidentiality of any Customer, or embarrassing any individual or Customer is expressly prohibited.
5. Fraudulent Activity. YOU may not use the Service to make to engage in any fraudulent or criminal activity.
6. Impersonation. YOU may not use the Service to impersonate any person or entity, or falsely state or otherwise misrepresent YOUR affiliation with any person or entity, or to create a false identity for the purpose of misleading others. Without limiting the foregoing, YOU may not use login credential for which you are not expressly authorized. Further, YOU may not alter, obscure or forge the MAC or IP addresses of the network’s equipment or systems used by Checkoff Pro to provide the Service.
7. Software Viruses. worms, Trojan Horses time bombs, cancelbots, corrupted files, or other code that manifests contaminating or destructive properties. Also, activities that disrupt the use of or interfere with the ability of others to effectively use the Service or any connected network, system, service, or equipment are not permitted.
8. Collecting Information. YOU may not use the Service to store or collect, or attempt to store or collect, information about third parties without their prior knowledge and consent.
9. Use of Your Account by Others. YOU may not, through action or inaction, allow others to use the Service for illegal or improper activities or for any purpose or in any manner prohibited by this Agreement. YOU may not permit YOUR network, through action or inaction, to be configured in such a way that gives a third party the capability to use the Service in an illegal or improper manner or for any purpose or in any manner prohibited by this Agreement.
10. Hacking. YOU may not access illegally, or without authorization, computers, accounts, equipment or networks belonging to another party, or attempting to penetrate security measures of another system. This includes any activity that may be used as a precursor to an attempted system penetration, including, but not limited to, port scans, stealth scans, or other information gathering activity.
11. Facilitating a Violation of this Agreement. YOU may not advertise, transmit, or otherwise make available any software product, product, or service that is designed to violate this Agreement, which includes the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software.
12. Export Control Violations. YOU may not use the service for the transfer of technology, software, or other materials in violation of applicable export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders.
13. Other Illegal Activities. YOU may not use the service in violation of any applicable law or regulation.
ILLEGAL AND FRAUDULENT ACTIVITY
YOU acknowledge and agree that Checkoff Pro may cooperate fully with investigations of possible illegal activity or violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. End-users who violate systems or network security may incur criminal and/or civil liability. Checkoff Pro may immediately suspend or terminate YOUR access to the Service if Checkoff Pro suspects abuse or fraudulent use of the Service, interference with our network, or violation of this Agreement, and may notify the appropriate authorities if it reasonably believes that such abuse or fraudulent use is in violation of applicable law. YOU must cooperate with Checkoff Pro in any fraud investigation and use any fraud prevention measures that Checkoff Pro prescribes. YOUR failure to provide reasonable cooperation may result in YOUR liability for all fraudulent usage.
TERM AND TERMINATION
This Agreement shall commence on the date YOU create your account and shall remain in effect until terminated by YOU or US (the “Term”). Either Party may terminate this Agreement at any time upon thirty (30) days’ notice to the other Party of its intent to terminate this Agreement, unless earlier terminated as provided herrein. Upon expiration or termination of the Agreement, YOU will immediately discontinue all access and use of the Services. In addition to any rights that accrued prior to termination, YOUR indemnification obligation to Us shall survive termination of this Agreement.
VIOLATIONS OF Agreement
1. In the event of an actual or suspected violation of this Agreement, Checkoff Pro may, without limitation, restrict YOUR access to Checkoff Pro’s network, or immediately suspend or terminate YOUR access to the Service. Except as expressly provided herein, the rights and remedies of Checkoff Pro are cumulative and not exclusive of any rights or remedies that Checkoff Pro may otherwise have at law or in equity. Waiver of any violation of this Agreement by Checkoff Pro shall not act as a waiver of any subsequent violation, nor shall it be deemed to be a waiver of the underlying obligation or term. No failure or delay by Checkoff Pro in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. YOU should read this Agreement in conjunction with the terms for any applicable Service and our other policies which are set forth on our website. Checkoff Pro has the right but not the obligation to monitor or restrict any uses of the Service that Checkoff Pro believes in its sole discretion violates this Agreement .
2. In addition, violations of this Agreement may result in a demand for: immediate, temporary or permanent filtering; blocked access; suspension or termination of access to the Service (in whole or in part); or other action appropriate to the violation, as determined by Checkoff Pro, in its sole discretion. We reserve the right to take any such action without notice at any time, as determined by us in our sole discretion. Checkoff Pro may involve, and will cooperate with, law enforcement if criminal activity or threatened criminal activity is suspected. Violators may also be subject to civil or criminal liability under applicable law. Refunds or credits are not issued in connection with actions taken for violations or alleged violations of this Agreement. YOU will be liable to us for any damages incurred by us or amounts that are required to be paid by us that arise out of or are related to YOUR violation of this Agreement, including, without limitation, damages paid to third parties, cost of repairs or replacements, reasonable attorney’s fees or other costs or damages incurred by us.
DISCLAIMER OF WARRANTIES AND LIABILITY
1. THE SOFTWARE AND SERVICES ARE PROVIDED BY CHECKOFF PRO “AS IS” AND WITH “ALL FAULTS”. Checkoff Pro DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED. Checkoff Pro EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Checkoff Pro DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE OR THE ACCURACY OF THE SOFTWARE OR THE SERVICES.
2. Checkoff Pro SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OF ANY NATURE. Checkoff Pro’S TOTAL MAXIMUM LIABILITY TO YOU ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED ONE DOLLAR ($1.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN SUCH JURISDICTIONS. IN THESE JURISDICTIONS, Checkoff Pro’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
INDEMNIFICATION
YOU agree to indemnify and hold harmless Checkoff Pro, and its suppliers and licensors, officers, directors, employees, agents and affiliates from any claim, liability, loss, damage, cost, or expense (including without limitation, reasonable attorney’s fees) arising out of or related to YOUR use of the Service, any materials downloaded or uploaded through the Service, any actions taken by YOU in connection with YOUR use of the Service, any violation of any third party’s rights or an violation of law or regulation, or any breach of this Agreement. This Section will not be construed to limit or exclude any other claims or remedies that Checkoff Pro may assert under this Agreement or by law.
PRIVACY, MONITORING THE SERVICE, AGREEMENT MANAGEMENT
1. The Checkoff Pro Privacy Policy is located on checkoffpro.com and may be amended from time to time. Any updates to the Privacy Policy will be posted to the Site and will be effective immediately upon posting on the Site. It is Customer’s responsibility to review the Privacy Policy from time to time on the Site to ensure that Customer continues to agree with all of its terms. Customer’s continued use of the Site following the posting of changes to the Privacy Policy will mean Customer accepts those changes.
2. Checkoff Pro is under no obligation to monitor the Service or anyone’s use of the Service. However Checkoff Pro may do so from time to time in its discretion. Without limiting any other right of Checkoff Pro under this Agreement, Checkoff Pro (a) reserves the right at all times and without notice to delete any content and (b) may disclose any information regarding YOU or YOUR use of the Service for any reason and at its sole discretion in order to satisfy applicable laws, regulations, orders, or governmental requests, or in order to operate and deliver the Service in an efficient manner, or to otherwise protect Checkoff Pro’s property or legal interests and those of its customers and other end-users. To protect its customers and its network Checkoff Pro may, without limitation, block and allow traffic types as we see fit at any time.
REPORTING VIOLATIONS
Checkoff Pro requests that any person who becomes aware of a violation of this Agreement report the information to Checkoff Pro at the contact information on our website. Checkoff Pro may take any appropriate action as it deems fit in its sole discretion, including, but not limited to, one or more of the following actions in response to a report: issue a warning; suspend the end-user’s privileges; suspend the customer’s account; terminate the end-user’s account; bill the customer for administrative costs; bring appropriate legal action to enjoin violations and/or to collect damages, if any, caused by violations; or take no action.
INTERPRETATION
The terms and provisions of this Agreement are intended as guidelines and are not meant to be exhaustive. Generally, conduct that violates law, regulation, or the accepted norms and ethics of the Internet community or the community at large, whether or not expressly mentioned in this Agreement, is prohibited. We reserve the right at all times, with or without notice, to prohibit activities that damage our commercial reputation and goodwill or that affect the quality of our services or our ability to provide services.
Claims.
1. The rights of the Parties hereunder shall be governed by the laws of the State of Iowa, without giving effect to principles of conflicts of laws. Any suits brought hereunder shall be brought exclusively in the federal or state courts serving Polk County in the State of Iowa with each Party waiving all defenses with respect to jurisdiction, forum and venue.
2. Each Party agrees and acknowledges that breach of this Agreement may cause the other irreparable harm without an adequate remedy at law and hereby agrees that the other Party may seek temporary or permanent injunctive relief to prevent or limit the effect of any such breach.
3. No action on this Agreement, except for payment owed by Client to CCR, may be brought more than twelve (12) months after it accrues.
4. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
Notices.
Any notice, consent, or other communication hereunder shall be in writing, and shall be given personally, sent via overnight delivery or sent via email with confirmation of receipt to Checkoff Pro at the address stated on its website or to You at the email address YOU provide to Us when YOU create YOUR account. Notices shall be deemed given when delivered.
Rev. July 2024