Merchant Cash Advance Suite (“MCA Suite”) is owned and operated by Five Components, Inc (“Five Components”). By using MCA Suite, you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time, including but not limited to Program Policies and Legal Notices (collectively, the “Terms”). Users should take notice that Five Components, Inc. reserves the right to update these Terms in the future, and you will be able to find the most current version of the Terms at http://www.mcasuite.com/term-of-use/
1. Use of Services
A. Sold “As Is”. Five Components, its subsidiaries and affiliated companies offer MCA Suite services to you, provided that you are at least Eighteen (18) years old and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of MCA Suite. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. MCA Suite has the following password policy in place to mitigate the risk of potential unauthorized access to your account: a) your password must be at least eight (8) characters in length; b) your password must contain at least one capitalized letter and one number. MCA Suite strongly recommends that you select a secure password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You agree to immediately notify Five Components of any unauthorized use of your password or account or any other breach of security. Five Components cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.
B. Monthly Billing. Monthly billing is initiated on the first day of your registration with MCA Suite and shall reoccur approximately every thirty days thereafter until termination as set forth in Section 11 of these Terms .
C. Credit Card Payment Policy. If you make payment via credit card, debit card, business check card, etc., you hereby acknowledge the credit card charge is non-refundable and cannot be charged back under any circumstances, and should you chargeback the credit card transaction for any reason, you agree to be liable to Five Components for any liquidated damages plus any and all other costs such as collection fees and reasonable attorneys’ fees incurred in the collection process. You acknowledge receipt of goods and/or services in the amount total shown on the invoice and agree to perform the obligations set forth by your cardmember’s agreement with the issuer.
D. Late Fees. In the event your credit card is declined for any reason, you shall be subject to a Fifty Dollar ($50.00) decline fee. Service interrupted for non-payment is subject to a One Hundred Dollar ($100.00) reconnect charge. If your account is not fully paid within five (5) days of the due date, you shall be subject to a Fifty Dollar ($50.00) late fee.
E. Support Materials and Documentation. You understand that you are responsible for reading all support documentations, learning the software, configuring your software for your business practices, and configuring MCA Suite’s services to your needs. You may access MCA Suite’s support documents at http://support.mcasuite.com. Additionally, Five Components provides support for individual questions related to MCA Suite via e-mail at email@example.com. Responses to individual questions are provided free of charge and response times may vary.
2. Appropriate Conduct
Five Components seeks to offer a unique and flexible tool to accomplish your goals. In this regard, Five Components does not limit the types of information, data, text, software, graphics, video, messages or other materials (“Content”) that you may choose to store in your account.
You understand that all Content is the sole responsibility of the person from which such Content originated and you agree that you will not store any Content on MCA Suite that is inconsistent with the primary purpose for which MCA Suite is offered.
You further agree that you are responsible for your conduct while using MCA Suite and any Content that you create, transmit or display while using MCA Suite’s services and for any consequences thereof. You agree to use MCA Suite’s services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any malicious activity as determined solely by MCA Suite or any activity that interferes with or disrupts MCA Suite’s services or servers or networks connected to MCA Suite’s services. To report any activity or Content that may violate the Terms, please go contact us at: firstname.lastname@example.org.
Five Components reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via MCA Suite services. You understand that by using MCA Suite you may be exposed to Content that is offensive, indecent or objectionable, and that you use MCA Suite’s services at your own risk.
In addition to this agreement, your use of some specific Five Components’ services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement.
You agree to comply with your company’s data usage and privacy policies.
Users outside of the United States agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to and from the United States or your country of residence.
3. Service Disclaimer
Five Components takes great efforts to offer you the best service available. If you are unable to access MCA Suite for reasons beyond your control, you agree to immediately notify Five Components and Five Components shall take commercially reasonable measures to restore your service. Despite the foregoing, you acknowledge that MCA Suite’s services may be unavailable from time to time for various reasons and waive all claims and/or causes of action arising from such interruption in service. You specifically waive any and all claims and/or causes of arising from but not limited to i) planned downtime and/or maintenance, ii) circumstances beyond the control of MCA Suite and Five Components, inc. including force majeur, acts of government, acts of terror, labor disputes and natural disasters such as floods, fires an earthquakes, and iii) the unauthorized and/or malicious acts of third parties.
4. Proprietary Rights
A. Five Components, Inc. Rights
Subject to the limited rights expressly granted hereunder, Five Components reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. Five Components reserves the rights to make changes and enhancements to MCA Suite and promote the changes to you at our own discretion.
Five Components shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
Five Components reserves the right in their sole discretion to refuse or remove any Content provided by you.
B. Your Rights
Five Components claims no ownership or control over any Content submitted by you, posted or displayed by you on or through MCA Suite Services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through MCA Suite services and you are responsible for protecting those rights, as appropriate. However, by setting your pages to be shared publicly, you agree to allow others to view and share your Content.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.
6. Automatic Updates
Five Components may enhance and further develop MCA Suite’s services, including providing bug fixes, patches, enhanced functions, missing plug-ins and changes to the user interface. Five Components will make enhancements to MCA Suite available to you at no charge. You agree to accept such changes.
7. Policies Regarding Copyright and Trademark
It is our policy to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act or other applicable law and to terminating the accounts of repeat infringers.
Any use of Five Components or MCA Suite’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with these Terms.
8. General Practices Regarding Use
You agree that MCA Suite has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by MCA Suite’s services.
Upon the termination of your use of MCA Suite’s services, including upon receipt of a certificate or other legal document confirming your death, Five Components will close your MCA Suite account and you will no longer be able to retrieve content contained in that account.
9. Personal Non-Commercial Use
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of MCA Suite, use of MCA Suite’s services, or access to MCA Suite’s services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.
10. Modifications to Service
Five Components reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, MCA Suit’s services (or any part thereof) with or without notice. You agree that Five Components shall not be liable to you or to any third party for any modification, suspension or discontinuance of MCA Suite’s services.
You may discontinue your use of MCA Suite’s services at any time by contacting MCA Suite at email@example.com. Upon termination, all of your Content will be immediately deleted. Deleted information cannot be recovered once your account is cancelled. If you cancel your use of MCA Suite’s services before the end of your current paid up month, your cancellation will take effect immediately however no refunds and/or credits shall be given for partial months of service or for months of unused service with an open account.
You agree that Five Components may at any time and for any reason, terminate your access to MCA Suite’s services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to MCA Suite’s services, your account or any files or other content contained in your account. Sections 11 (Termination), 12 (Indemnity), 13(Disclaimer of Warranties), 14 (Limitations of Liability), 15 (Exclusions and Limitations) and 17 (including choice of law, severability and statute of limitations), of the Terms, shall survive expiration or termination.
You agree to hold harmless and indemnify MCA Suite, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “MCA Suite and Partners”) from and against any third party claim arising from or in any way related to your use of MCA Suite’s services, violation of the Terms or any other actions connected with use of MCA Suite’s services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, MCA Suite will provide you with written notice of such claim, suit or action.
13. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF MCA SUITE’S SERVICES IS AT YOUR SOLE RISK. MCA SUITE’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCA SUITE AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. MCA SUITE AND PARTNERS DO NOT WARRANT THAT (i) MCA SUITE’S SERVICES WILL MEET YOUR REQUIREMENTS, (ii) MCA SUITE’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MCA SUITE’S SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH MCA SUITE’S SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF MCA SUITE’S SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MCA SUITE OR THROUGH OR FROM MCA SUITE’S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MCA SUITE AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MCA SUITE OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE MCA SUITE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM MCA SUITE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON MCA SUITE SERVICES; OR (v) ANY OTHER MATTER RELATING TO MCA SUITE’S SERVICES.
15. Exclusions and Limitations
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
You agree that MCA Suite may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on MCA Suite’s services.
18. General Information
Entire Agreement. The Terms (including any policies, guidelines or amendments that may be presented to you from time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and Five Components and govern your use of MCA Suite’s services, superseding any prior agreements between you and MCA Suite for the use of MCA Suite’s services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other MCA Suite’s services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. The Terms and the relationship between you and MCA Suite shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and MCA Suite agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, state of New York.
Waiver and Severability of Terms. The failure of MCA Suite to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of MCA Suite’s services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section headings in the Terms are for convenience only and have no legal or contractual effect.