- ACKNOWLEDGEMENT AND ACCEPTANCE.
- Sekady Capital, LLC (“Sekady Capital”) provides, through use of Sekady Capital’s Web site, Sekady.com (the “Site”), payment services for certain payables owed to vendors that have entered into a Vendor Agreement with Sekady Capital (each, a “Vendor”) by customers of such vendors that have agreed to the terms and conditions of a Payables Servicing Agreement with Sekady Capital (each, a “Customer”). The term “Service Agreement” as used herein means the Vendor Agreement if the Registered User (as defined in Section 2 below) is a Vendor and the Payables Servicing Agreement if the Registered User is a Customer. The term “Service” as used herein means the services provided under the applicable Service Agreement together with the Site.
- This Site is controlled and offered by Sekady Capital from its facilities in the United States of America and is intended for use by United States residents only. Sekady Capital makes no representations that the Service or the Site is appropriate or available for use in other jurisdictions. If you are a non-U.S. resident and access this Site, you do so at your own risk and are responsible for compliance with local laws and regulations.
- CAUTION: READ THE FOLLOWING AGREEMENT CAREFULLY. BY SELECTING “CONTINUE” AT THE BOTTOM OF THIS PAGE, YOU AGREE TO THE AGREEMENT ON BEHALF OF THE REGISTERED USER AND REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE REGISTERED USER TO THE AGREEMENT. IF THE REGISTERED USER IS NOT WILLING TO BE BOUND BY THE AGREEMENT, DO NOT SELECT “CONTINUE” AT THE BOTTOM OF THIS PAGE AND DO NOT ACCESS THE SERVICE.
- The Service is available only to corporations and other business entities (each, a “Registered User”) and their designated employee(s) as indicated on the Registration Form (as defined in Section 3 below) (each, a “Designated Employee”) that (i) complete the Registration Form and can form legally binding contracts under applicable law; and (ii) have entered into a Service Agreement. A Registered User may access and use the Site and the Service to which the Registered User has subscribed in the Service Agreement solely through its Designated Employees for the Registered User’s own business purposes and in accordance with this Agreement.
- A Designated Employee shall be considered to be acting on behalf of the Registered User at all times. The Registered User may designate groups of one or more Designated Employee(s) who will be authorized to perform certain activities and transactions in connection with the Service provided herein (“Transactions”) on the Site. In the event that a Designated Employee is no longer an authorized representative of the Registered User (whether due to termination of employment or otherwise), the Registered User shall notify Sekady Capital immediately and in writing, of the removal of such employee as the Designated Employee and the appointment of a new Designated Employee for the Registered User, if any, as well as the effective date of any such renewal or appointment. Upon issuance of a reply notice by Sekady Capital acknowledging the change in the Registered User’s authorization records, such former Designated Employee shall no longer be considered to be acting on behalf of the Registered User. Sekady Capital will be entitled to rely on any notice received by it from the Registered User.
In order to participate in the Service, the Registered User must: (a) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (b) provide for the Registered User’s own access to the World Wide Web; (c) pay any telephone or other service fees associated with such access; (d) provide certain current, complete, and accurate information about the Registered User as prompted to do so by the registration form required in order to enroll in the Service (“Registration Form”), as applicable; and (e) maintain and update such registration information (“Registration Data”) as required to keep such information current, complete and accurate. If any Registration Data that the Registered User provides is untrue, inaccurate, not current or incomplete, Sekady Capital retains the right to terminate the Registered User’s account and the Registered User’s rights to use the Service.
- ACCOUNT PASSWORD AND SECURITY.
Access to and use of the Service is through a combination of a user ID and password. The Registered User shall designate one or more administrators, who shall act on the Registered User’s behalf in authorizing Designated Employees, as well as controlling additions, deletions, and replacements of Designated Employees (each an “Administrator”). [An Administrator shall assign to each Designated Employee a unique user ID and password to access the Site.] The Registered User and each Designated Employee are solely responsible for the activity that occurs on the Registered User’s account, and the Registered User and its Designated Employees must keep all account passwords secure. Each of Sekady Capital and the Registered User shall (a) take reasonable steps to prevent the unauthorized use and disclosure of any password or user ID, (b) immediately notify the other party of any breach of security or unauthorized use of the Registered User’s password or user ID, and (c) take any steps within its reasonable control to prevent any further unauthorized use.
- REGISTERED USER CONDUCT.
- The Registered User agrees that it is solely responsible for its actions, its products and services, and the content (“User Content”) of any of its transmissions through the Service. The Registered User agrees (i) to abide by all applicable local, state, national, and international laws and regulations in the Registered User’s use of the Service; (ii) not to impersonate any person or entity or falsely state or otherwise misrepresent the Registered User’s affiliation with a person or entity; (iii) not to use the Service to collect or harvest personal information, including, without limitation, financial information, about other Registered Users or the Service; (iv) not to post, promote or transmit through the Site any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature; (v) not to interfere with another Registered User’s use and enjoyment of the Service or another entity’s use and enjoyment of similar services; (vii) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; (viii) not to interfere or disrupt networks connected to the Service; and (ix) not to disclose the Registered User’s password to third parties or use the Registered User’s password for any unauthorized purpose. The Registered User acknowledges that Sekady Capital neither endorses the Registered User’s products or services, nor the content of the Registered User’s communications, postings or data, nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of the Site.
- Sekady Capital may, at any time without prior notice, temporarily limit or suspend in whole or in part the Registered User’s access to the Site and take reasonable actions to mitigate damages to Sekady Capital or other third parties if the Registered User (or any of its Designated Employees) has engaged in conduct or activities prohibited by this Agreement or has violated any applicable law. Sekady Capital shall not have any liability to the Registered User or to any third party in respect of any limitation or suspension of the Registered User or a Designated Employee’s access to the Site.
The Site may provide links to other Web sites or resources. Sekady Capital is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Sekady Capital shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources.
- PROPRIETARY RIGHTS.
- “Sekady Capital Intellectual Property” means: (i) the registered and unregistered trademarks and service marks of Sekady Capital, including, without limitation, “Sekady Capital”; (ii) software, hardware, technology, implementation tools, documentation, text, typefaces, graphics, logos, button icons, images, audio clips, designs, illustrations, configurations, displays, screens, concepts, and other materials and information appearing on, displayed in connection with, embodied in or contained within the Service, or as may be provided by Sekady Capital; (iii) Sekady Capital Confidential Information (as defined in Section 9 below); and (iv) any and all of the Registered User feedback, evaluation results, reports of errors, problems or defects and suggestions related to the Site or the Service.
- By uploading or transmitting User Content through the Site or Service, the Registered User hereby grants to Sekady Capital a non-exclusive, royalty-free, worldwide, perpetual, transferrable license to use, store, reproduce, adapt, and transmit such User Content solely in connection with providing the Site and the Service.
- CONFIDENTIAL INFORMATION.
- “Confidential Information” means any information disclosed during the term of this Agreement which is or should be reasonably understood by a receiving party (“Recipient”) to be confidential or proprietary to a disclosing party (“Discloser”), including, but not limited to, trade secrets, data, know-how, accounting data, statistical data, financial data or projections, forecasts, business practices or policies, research projects, reports, development and marketing plans, strategies, or other business information that is not generally known or available to the public.
- Information will not be deemed Confidential Information hereunder if such information: (i) is known to Recipient prior to the date hereof either directly or indirectly, other than from a source known by Recipient to have an obligation of confidentiality with regard to such Confidential Information; (ii) becomes known after the date hereof to Recipient, either directly or indirectly, from a source other than one having an obligation of confidentiality with regard to such Confidential Information; or (iii) becomes publicly known, except through a breach of this Agreement by Recipient. Recipient may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives Discloser reasonable prior written notice to permit Discloser to contest such disclosure, and such disclosure is otherwise limited to the required disclosure. The Registered User expressly agrees that the Service, the terms and conditions of, and any documentation related to Service or this Agreement are, as between Sekady Capital and the Registered User, the Confidential Information of Sekady Capital. Disclosure of Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, shall not constitute publication or otherwise alter the character of that information as Confidential Information as between the parties hereunder.
- The parties agree that any breach or threatened breach of the foregoing confidentiality obligations by Recipient may cause not only financial harm, but irreparable harm to Discloser; and that money damages may not provide an adequate remedy. In the event of a breach or threatened breach of this Section by Recipient, Discloser shall, in addition to any other rights and remedies it may have, be entitled to seek an injunction restraining Recipient from disclosing or using, in whole or in part, any Confidential Information of Discloser.
- DISCLAIMER OF WARRANTIES.
- THE USE OF THE SITE IS AT THE REGISTERED USER’S SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. Sekady Capital DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, COMPLETENESS OR TIMELINESS AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. Sekady Capital MAKES NO WARRANTY THAT THE SERVICE WILL MEET THE REGISTERED USER’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, NOR DOES Sekady Capital MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE SERVICE.
- ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT THE REGISTERED USER’S OWN DISCRETION AND RISK, AND THE REGISTERED USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE REGISTERED USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE REGISTERED USER FROM Sekady Capital OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO THE REGISTERED USER.
- LIMITATION OF LIABILITY.
- Sekady Capital SHALL NOT BE LIABLE TO THE REGISTERED USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE PROPERTY, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE USE OR THE INABILITY TO USE THE SERVICE, UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF THE REGISTERED USER’S DATA, OR FAILURE OF THE SERVICE TO STORE THE REGISTERED USER’S DATA, EVEN IF Sekady Capital HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, Sekady Capital WILL NOT BE LIABLE FOR ANY DAMAGES, EXCEPT TO THE EXTENT CAUSED BY Sekady Capital’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING OUT OF OR RELATING TO: (1) INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT, OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; (2) SERVICE DEFECTS, DELAYS, OR INTERRUPTIONS; (3) LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR (4) UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF CUSTOMER’S, ITS AFFILIATES’, REGISTERED USERS’, OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA, PROGRAMS, CONFIDENTIAL INFORMATION, NETWORK, OR SYSTEMS.
- IN EACH CASE, THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE INTENDED TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE A CONDITION OF THE OTHER PARTY ENTERING INTO THIS AGREEMENT AND ARE REFLECTED IN THE FEES OR OTHER COMPENSATION BEING CHARGED TO THE REGISTERED USER FOR ACCESS TO AND USE OF THE SERVICE.
- SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE REGISTERED USER.
- NO RESALE OF THE SERVICE.
The Registered User’s right to use the Service is limited solely to the Registered User and its Designated Employee. The Registered User will not reproduce, duplicate, copy, sell or resell the Service, without the express consent of Sekady Capital.
- DATA STORAGE.
Sekady Capital reserves the right to establish a limit on the amount of memory or other computer storage that the Registered User may utilize through the Service. Sekady Capital assumes no responsibility for the deletion of, or failure of the Service to store, the Registered User’s transmissions, data or postings.
The Registered User will indemnify, defend and hold harmless Sekady Capital, its parents, subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns, from all claims, demands, losses, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of (a) any breach of this Agreement by the Registered User, (b) the gross negligence or willful misconduct of the Registered User or any of its employees or contractors; (c) any acts or omissions of the Registered User or its Designated Employees related to or arising out of the use of the Service, or (d) any dispute between the Registered User and Sekady Capital or any other Registered User in connection with the Service or any Transaction conducted through the Service.
- TERMINATION AND EFFECT.
- MODIFICATION, WAIVERS, INTEGRATION.
- GOVERNING LAW, JURISDICTION, ETC.
- FORCE MAJEURE.
Sekady Capital will not be liable for any delay, failure in performance, loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond Sekady Capital’s reasonable control.
- THIRD PARTIES.
- PARTIAL INVALIDITY.
- SECTION HEADINGS.
Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions.
Sekady Capital, LLC
3405 E. Overland Rd. Suite 360
Meridian, ID 83642