This Terms of Service and End User License Agreement (the “Agreement”) is a binding contract between you (“you” or “User”) and Herro Industries LLC DBA XRay Payment (“XRay,” “we,” “us”) governing your access to and use of the XRay Payment platform, including its web applications, dashboards, APIs, documentation, and related services (collectively, the “Platform”). By creating an account, logging in, submitting an application, or otherwise accessing the Platform, you accept this Agreement. If you are accepting on behalf of a business, you represent that you have authority to bind that business.
Subject to this Agreement, XRay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes as a merchant, sales agent, partner, or other authorized user. All rights not expressly granted are reserved by XRay.
You will not, and will not permit or assist any third party to:
The Platform contains XRay's confidential and proprietary information, including without limitation pricing structures, rates, margins, cost data, savings methodologies, underwriting criteria, residual and compensation logic, document templates, and product roadmaps (“Confidential Information”). You will (a) use Confidential Information solely as necessary to use the Platform as permitted here, (b) not disclose it to any third party, and (c) protect it with at least the care you use for your own confidential information, and no less than reasonable care. These obligations survive termination of this Agreement and your access.
XRay and its licensors own all right, title, and interest in and to the Platform, including all software, designs, templates, models, methodologies, data compilations, and all intellectual-property rights therein. No ownership rights are transferred by this Agreement. If you provide feedback or suggestions, XRay may use them without restriction or obligation.
You are responsible for the accuracy and lawfulness of the information you submit (including merchant application data), for maintaining the confidentiality of your credentials, and for all activity under your account. You will promptly notify XRay of any suspected unauthorized access. As between the parties, you retain your rights in the data you submit; you grant XRay the rights needed to operate, secure, and improve the Platform and to comply with law, card-network rules, and sponsor-bank requirements.
This Agreement applies for as long as you access the Platform. XRay may suspend or terminate your access at any time for breach of this Agreement, suspected misuse, or as required by law, a card network, or a sponsoring bank. Upon termination, your license ends immediately and you must cease all use; Sections 2, 3, 4, 7, 8, and 9 survive.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, XRAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SAVINGS ESTIMATES, PROPOSALS, AND ANALYTICS PRODUCED BY THE PLATFORM ARE ESTIMATES ONLY AND DO NOT GUARANTEE ANY PARTICULAR RESULT, RATE, OR APPROVAL.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, XRAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM. XRAY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO XRAY FOR PLATFORM ACCESS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws rules, and any dispute will be resolved in the state or federal courts located there, to whose exclusive jurisdiction the parties consent. XRay may update this Agreement by posting a revised version with a new version number; continued use after re-acceptance is requested constitutes acceptance of the revised terms. If any provision is unenforceable, the remainder stays in effect. XRay's failure to enforce a provision is not a waiver. You may not assign this Agreement without XRay's written consent; XRay may assign it in connection with a merger, acquisition, or sale of assets. This Agreement is in addition to — and does not replace — any merchant processing agreement, agent agreement, or other signed contract between you and XRay; in case of direct conflict regarding Platform access, this Agreement controls.