Terms and Service (TOS)

Congratulations on choosing iSHOPXPERT!

 

1. Acceptance of Terms

This Terms of Service (TOS) agreement is between you (Client) and ATM Credit Card Direct, INC (ACD), and its legal successors and assigns. ACD may do business under the names Y-TECH, LLC, Y-TECH Internet Technologies (YIT), or Y TECH iSHOPXPERT, among others.

By accepting these Terms of Service (TOS) electronically or in writing, and/or by using ACD 's services, including but not limited to, submission of content to ACD's development department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions. Client also agrees that Client’s electronic acceptance of this TOS shall have the same force and effect as if Client had agreed to this TOS in writing.

ACD provides its services to Client subject to the following TOS, which may be updated from time to time without notice. Client should periodically review the most current version of the TOS at http://www.ishopxpert.com. Failure to comply with the TOS may result in account termination. By using ACD's services Client agrees to (and hereby signs) the most current version of the TOS. If Client does not expressly reject the TOS and cancel Client’s account within 5 days from the date of initial sale, Client agrees to (and hereby signs) the TOS, and ACD is instructed to commence work on the Client’s e-commerce as if Client had expressly accepted the TOS.

Client’s acceptance of the TOS is binding upon all ACD services including the purchase of additional services or additional e-commerce or accounts at a later date.

2. Description of Service

ACD e-solution, design and provides other website-related services, including, but not limited to, support and modification of websites, e-commerce, web-statistic reporting, database development, web-programming, online marketing, easy interface for updating the e-commerce and additional website-related services. Client understands that ACD's services may include certain communications from ACD such as advertisements, notices, service announcements and newsletters.

Client is responsible for obtaining access to ACD's services that may exclude 3rd party fees (including but not limited to, Domain, Hosting, SSL, and merchant accounts and gateways). Client is also responsible for all equipment and software necessary to access ACD's services.

3. Electronic Delivery Policy

ACD is a website-related business and communicates with its Clients electronically. When Client accepts this TOS, Client consents to receive electronically from ACD any Notices, agreements, disclosures, or other communications (Notices). Client agrees that ACD may send electronic Notices in either of the following ways;
1) To the email address provided to ACD at the time of sale or
2) To the email address account client set up at signed up on ACD.

Client agrees to check the designated email addresses regularly for Notices. Notice from ACD is effective when sent by ACD, regardless of whether the Notice is read or received by Client.

4. Privacy Policy

Personal data and certain other information about the Client are subject to ACD's Privacy Policy. For more information see the privacy policy at http://www.ishopxpert.com. By using ACD's services Client also agrees to the most current version of ACD's Privacy Policy.

5. Call Monitoring and Recording Privacy Statement

As part of ACD's commitment to providing the best possible service ACD may monitor and record phone calls answered by ACD and made by ACD. ACD may also archive recorded voice mail messages. ACD records calls for training purposes, to improve customer service, and to ensure an accurate record of Client calls, which may be needed to support transactions that take place over the phone. This allows ACD to identify how ACD can better serve its customers.

6. Unacceptable Practices

As ACD strives to offer the very best service to clients. There are certain guidelines and policies that must govern HIT's efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of ACD's services. Such decisions are at the sole discretion of ACD. Unacceptable practices include, but are not limited to:
- Adult or pornographic material including, but not limited to, sexually explicit or suggestive material
- Sexually oriented products or services (e.g. escort services), or other sexually oriented material
- Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)
- Lingerie websites
- Offensive or otherwise distasteful material
- Content or language that is harmful to minors in any way
- Bulk emailing tools
- Distribution of internet viruses or other harmful or destructive activities
- Hacking and cracking
- Scams or phishing for personal information
- Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at ACD's discretion)
- Gambling, gaming, lotteries, and like activities
- Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language
- Defamatory, hateful or revenge content or language.
- Aids to pass drug tests or aids to pass lie detector tests.
- Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, software piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
- MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
- Reverse Funnel Systems
- Cash Gifting
- Illegal drugs or drug paraphernalia
- Prescription drugs and related content
- Alcohol sales
- Tobacco sales
- Miracle cures
- Fake documents
- Fireworks, pyrotechnics, firearms, explosives or weapons.
- Intentional or unintentional violations of any applicable local, state, national or international law.
- Reselling of email accounts or hosting accounts to third parties.
- Reselling of any HIT services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement.
- Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
- Links to other sites that are in violation of ACD Web Design’s policies and guidelines
- Other activities, whether lawful or unlawful, that ACD deems to be in poor taste or that reflect adversely on ACD or ACD's other clients
- ACD reserves the right to refuse to design or host an account at its sole discretion at anytime.
As an ACD Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s e-commerce is the sole responsibility of the Client. Client is fully responsible for all e-commerce content and agrees to hold ACD harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. ACD retains the right to terminate any accounts that are in violation with the letter or spirit of this TOS. ACD may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. If an account is terminated by ACD for a TOS violation the Client is not eligible for a full refund and any refund is subject to the Cancellation Fee and Refund Policy. (See Termination)

As an ACD Client you may have access to editing tools for your e-commerce. Client may edit, add or delete content and items to the e-commerce at anytime. With this understanding ACD may or may not pre-screen content. ACD shall have the right (but not the obligation) to pre-screen and refuse or remove any content at its sole discretion. Client agrees that Client bears all risks associated with the use of all content, whether edited or written by ACD or not, including any reliance upon accuracy, usefulness or completeness.

Client acknowledges that ACD may access, preserve, and disclose Client’s account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOS, provide customer service or protect the rights, property, or safety of ACD and the public.

7. Intellectual Property Policy

ACD respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. ACD may terminate accounts for copyright or trademark infringement, or for any other reason ACD deems appropriate as it may relate to Client’s use of another’s intellectual property.

ACD will not use copyrighted or trademarked materials on any Client’s e-commerce without the express written consent of the copyright or trademark owner. It is Client’s responsibility to ensure that all content submitted to ACD is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner. Client assumes full liability for any copyright or trademark infringement of Client’s e-commerce on any third-party copyright or trademark, including, but not limited to, any infringement due to e-commerce content, design or the look and feel of Client’s e-commerce. (See Unacceptable Practices).
Client content that is sent to ACD will remain the intellectual property of the Client. ACD does not return original content to the Client. Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed. ACD will attempt to honor requests to return original content; however, ACD has no liability and does not guarantee the return of any content to Client.

Domain names purchased by ACD and e-commerce designs, databases, or programs created by ACD are the property of ACD until Client has paid all fees.

8. International Use

Recognizing the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the transborder transfer of personal data.

9. Interstate Communications

Client acknowledges that by using ACD's services Client will be causing communications to be sent through ACD's computer networks, which may be located throughout the United States. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. Client acknowledges that use of ACD's services results in interstate data transmissions and may result in transborder transfer of personal data. Client hereby consents to the collection; processing and transborder transfer of such personal information as Client may provide or make available to ACD.

10. E-commerce Construction Procedure

With help and input from the Client, ACD will develop the e-commerce. Client must submit content through the iSHOPXPERT before work may begin on the development of the e-commerce. Client must electronically accept the TOS before access is granted to the iSHOPXPERT. After content is submitted by the Client the e-commerce is developed. Prior to the e-commerce being taken live the client will receive a missing information notification if content is incomplete. Client will then have two weeks to submit a complete content. If the complete content is not received, the e-commerce will then be taken live “as-is”. If the e-commerce is taken live without all of the pages completed due to incomplete content those pages may be banked and developed in the future using Client’s design time.
In submitting content through the iSHOPXPERT, links to sample sites the Client prefers are for general information purposes only and assist ACD with the design of the Client’s custom e-commerce. The functionality and detail of the sample sites will not be duplicated unless such functionality and detail is specifically included and itemized in ACD's invoice and does not infringe upon the intellectual property rights of others.
The design and content layout are presented to the Client for approval. After the Client approves the design and content layout, the e-commerce will go live. The ACD does not review the text before site goes live to correct any possible errors. ACD will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the e-commerce. Client will be notified by email and phone call that the e-commerce is now live.
Client understands, agrees and acknowledges that ACD does not guarantee a time frame for completion of ANY e-commerce. A e-commerce cannot be completed without a submission of a complete content, design approvals, and participation from the Client. If Client continues submitting additional content throughout the development process, the completion time frame is increased. If Client does not submit complete content and ACD is not able to start or complete the e-commerce, Client is still responsible for all fees incurred including, but not limited to, design purchase price, set-up fees, domain fee, enhancements purchased and monthly hosting or server charges that begin accruing from date of sale. If Client’s e-commerce requires custom programming, functionality, design, flash, the use of a database, the overall development time will be extended.
 

11. Client Approval

Client is responsible for testing the functionality of the e-commerce upon ACD's request for approval, and notification that the e-commerce has been completed. This includes, but is not limited to, functionality of all e-commerce pages, database, payment functions, design, contents, etc. Upon Client approval of the e-commerce to go live, Client agrees services have been rendered and functionality e-commerce has been tested and approved by Client.
The Client understands and agrees that if the Client does not respond within 5 business days to ACD's request for approval and notification, that the e-commerce has been completed, the e-commerce along with the functionality of the e-commerce and services rendered, will be deemed to be approved by the Client, and the e-commerce will be taken live “as-is”.
The Client understands and agrees that if the Client does not respond to requests for missing information, a final notification will be sent to the Client. If the Client does not respond within 5 business days to ACD's notification or requests for missing information, the e-commerce, along with the functionality of the e-commerce and the services rendered, will be deemed to be approved by the Client, and the e-commerce will be taken live with the missing information “as-is” or “under construction”.
In the event that ACD completes all of the work per original sale and database write ups, ACD reserves the right to move the site live and deem the work to be completed without Client’s permission if Client will not give approval of the work.

12. E-commerce Change Requests Before and After E-commerce Goes Live

ACD agrees to build a e-commerce and/or database to specifications quoted per the original sale and original invoice. Any additions or changes requested outside of the scope of the original sale, either prior to the custom e-commerce going live, or after the site has gone live, will be billed at ACD's standard hourly rate. ACD is not obligated to complete Client requests or changes outside of the scope of work on the original invoice. If ACD does not agree to Client requests or changes, the Client is still obligated to pay all fees that are incurred and due.

13. Database/Programming

ACD does not guarantee a time frame for completion of ANY custom database or custom programming completed by ACD or an ACD Partner. If database is completed by ACD A custom “Database Specifications Summary” may be presented to the Client. ACD agrees to complete the database design according to the specifications outlined. If the Client does not object or respond to the Database Specifications Summary in writing within 5 business days it will be deemed to be accepted by the Client and ACD may proceed with development of the custom database as outlined. A Database Specifications Summary may not be presented to the Client for purchase of pre-built database modules and e-commerce store modules.
If Client requests changes to a pre-packaged database, pre-built database module, or e-commerce store module, changes are to be billed to Client at ACD's standard hourly rate. There is no guarantee that changes made by ACD to a pre-packaged database, pre-built database module, or e-commerce store module will work. Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules. Once work has begun on a database or custom programming there is No Refund if cancelled.
Client is responsible for testing the functionality of the e-commerce upon ACD's request for approval and notification that the e-commerce has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming. Upon Client approval of the e-commerce to go live, Client agrees services have been rendered and functionality of e-commerce has been tested and approved by Client.
ACD will instruct Client as to the use of the custom database and the inputting of data related to such database. However, data entry is the sole responsibility of the Client. If the Client requests ACD to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at ACD's standard data entry rates.

14. E-commerce/Stores

Client is required to submit store content via ACD's content spreadsheet. If the Client requests ACD to upload products, the Client will be charged, and agrees to pay, for each product added to the store at ACD's standard product-entry rates. The e-commerce store module is pre-built and any changes to the look or functionality of the pre-built store require custom programming. The Client will be billed at ACD's standard hourly rate for requested changes.
Client is responsible for testing the functionality of the e-commerce store upon ACD's request for approval and notification that the e-commerce has been completed. This includes but is not limited to testing the payment functionality. ACD is not responsible for functionality of third-party services such as, but not limited to, merchant account, or gateway. Upon Client approval of the e-commerce to go live, Client agrees services have been rendered and functionality of e-commerce has been tested and approved by Client.

15. Enhancements to E-commerce

Client may purchase enhancements to the e-commerce at the time of initial sale or anytime thereafter. Enhancements to the e-commerce may include, but are not limited to, custom programming, database, design, flash, e-commerce, logos, board, etc. Client’s requests for enhancements to the original sale will be due and billed separately and at the time of request. Some enhancements such as, but not limited to, are flash, custom programming, functionality, etc, may require that a specifications summary be presented to the Client. If the Client does not object to the specifications summary within 5 business days, the summary will be deemed to be accepted, and HIT will proceed with the development as outlined. Once work has begun on enhancements purchased by the client there is No Refund if cancelled. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a client cancels an enhancement the original sale is not cancelled.

16. Expedited Services

While ACD does not guarantee a time frame for the completion of any custom e-commerce, it may offer an optional expedited service to Client for a fee. Expedited service is not available for all accounts and all requests for expedited service must be approved by ACD at its sole discretion. Client understands and agrees that Client’s use of expedited service does not guarantee that Client’s e-commerce including its corresponding design, enhancements, databases, etc, will be completed more quickly than they would be without the use of the expedited service. The expedited service fee only ensures that ACD will make reasonable efforts to more quickly assign designers and programmers to the account in an effort to facilitate development than would be the case under the ordinary developmental process.
The successful use of expedited service is contingent upon Client’s timely acceptance of the Terms of Service, payment of any and all fees due, completion of the transactions, acceptance of any project specification documents prepared by ACD and Client’s timely cooperation with ACD in any solicitation for information related to the e-commerce’s development.
If expedited service is offered to Client by ACD, Client may be presented with an estimated date of completion. Client understands and agrees that such estimated dates of completion are estimates only and may apply only to one particular element of the e-commerce, i.e. database, design, and not necessarily to multiple elements of the e-commerce or to the e-commerce collectively. Under no circumstances will ACD guarantee the respective portion or portions of the e-commerce subject to the estimated date of completion to be completed sooner than the estimated date of completion. Should circumstances arise that make it impossible to complete the portion or portions of the e-commerce that are subject to the estimated date of completion by the estimated date of completion, including but not limited to Client failure to provide ACD with requested information in a timely manner, ACD reserves the right to change the estimated date of completion accordingly or to cancel the expedited services and refund a portion of the expedited service fee to Client. In no case shall the portion of the expedited service fee to be refunded be greater than fifty percent (50%) of the expedited service fee. Regardless of whether work is completed by the estimated date of completion, Client remains liable to ACD for any and all other charges related to the e-commerce’s development.

17. Additional Services

Client may purchase at an additional cost, additional services offered by ACD. Additional services may include, but are not limited to, the Studio Services, maintenance, and back-up software. Additional services include a monthly fee that is incurred and billed every month beginning from the date of purchase of the additional service. ACD will Not Refund any fees incurred for additional services or paid by the Client prior to the cancellation effective date for the additional service. Any fees invoiced and incurred are valid and Client agrees to pay. Additional services purchased may be cancelled within 30 days written notice.

18. Technical Support

ACD's technical support department should be contacted at info@ishopxpert.com for any concerns with Client email accounts or any problems with hosting or functionality of the e-commerce after the e-commerce is live. ACD provides technical support for email and down time issues that are caused by ACD. Tech support is available for a fee per occurrence and at an hourly rate for all other technical support issues. Client agrees to pay for technical support services requested by Client at ACD's hourly rate and that ACD may charge Client’s account for such technical support fees.
If Client uses ACD's technical support services, including but not limited to screen share sessions, Client acknowledges and understands that ACD does not warranty that technical support services will meet Client’s requirements or be error free.

19. Customer Service

ACD strives to offer the best service available. Customer service complaints or concerns should be emailed to info@ishopxpert.com

20. Use and Storage

Client acknowledges that ACD may establish general guidelines and limits concerning use of ACD's services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained, maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on ACD's servers on Client’s behalf. , Client acknowledges that ACD is not responsible for backing up Client’s e-commerce and data. Client should seek appropriate backup solutions or request us the backup maintenance. Changes made by Client using the editing tool or by ACD may be lost if data loss occurs after a scheduled backup by ACD.

21. Server Security Practices

ACD utilizes security practices that comply with standards set by Prestashop in maintaining its servers. ACD will not modify its shared-hosting server settings and configurations to Client’s individual preferences. ACD routinely scans its servers to ensure compliance with good security practices. Unauthorized security scanning and penetration testing of shared-hosting servers by the Client is strictly prohibited.
ACD at its sole discretion may allow or perform server administration and or customization to client accounts that are hosted on a private server. Such server customization and administration is subject to ACD standard hourly rates and Client agrees to pay for any and all such customizations requested.
If Client uses its e-commerce to collect, display, process, or otherwise use sensitive or confidential information including but not limited to credit card information, social security numbers, credit or financial information, medical or health care related records, insurance records, sales records, personal information, etc, then ACD at its sole discretion may require Client to utilize certain services to improve the security of Client’s e-commerce. Such services may include security certificates, hosting Client’s site on a Virtual Private Server (VPS) or on a private server, and using programming that encrypts the sensitive or confidential information used by Client’s e-commerce. Client understands and acknowledges that there may be costs associated with these services and agrees to pay for said services if use by Client. ACD reserves the right to terminate Client accounts that refuse to meet ACD's security requirements for Client’s e-commerce.

22. Changes Time/Service Contract

Client may wish to make changes or updates to the live e-commerce that HIT is hosting. Most changes can be made using ACD's online editors. The online editors may not be available for all e-commerce, or all pages of a e-commerce. Availability of the online editors is dependent upon the functionality and specifications required for the Client’s e-commerce. If Client desires for ACD to make changes to e-commerce, design and program time may be purchased at an hourly rate or in blocks of time as a Design Service Contract.
ACD is not responsible for any changes Client makes to e-commerce, or if Client breaks the e-commerce. Time required by ACD to repair changes made by Client will be billed to Client at ACD's standard hourly rate or ACD may utilize design time that has been purchased by the Client.
Flash updates and PHP updates are considered enhancements or additional services purchased, and are not design updates to the e-commerce. The appropriate fee will be charged for the purchase of each enhancement. Design Service Contract time may not be used for Flash updates or PHP updates purchased by the Client. Flash and PHP Service Contracts may also be available for purchase.

23. Monthly Hosting Agreement

Server space is secured for the developing e-commerce and/or for existing Client domain names. In addition, email accounts and support are available from the date of sale and are paid for with monthly hosting fees. Client agrees to a hosting agreement with a third party hosting company. ACD does not offer hosting or server.

24. Domain Names

Domain names are purchased through a third party service. ACD cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase ACD will assist the Client in selecting and purchasing an alternate domain name. Domain names already owned by the Client remain the property of the Client and renewal of the domain name is the Client’s responsibility. The renewal of any domain names transferred to or owned by the Client is the responsibility of the Client. Upon cancellation or termination of Client’s account, or upon Client’s failure to pay monthly hosting or fees due in full, ACD will no longer renew any domain names associated with the account and Client assumes sole responsibility for their renewal. Client may purchase additional domain names through ACD and will be billed for the domain name purchase and renewals accordingly. If Client ceases to pay monthly hosting or other fees due domain name ownership reverts back to ACD. ACD may allow domain name to expire, may renew domain name and remain the owner, or ACD may sell the domain name at its’ sole discretion and for ACD's sole benefit.

25. Marketing Representations

ACD makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to ACD are due at time of sale of e-commerce and are not contingent upon Client’s marketing of said e-commerce. Client is responsible for all marketing of Client’s e-commerce and product. ACD is not responsible for marketing of Client’s e-commerce including search engine rankings.

26. 30-Day Satisfaction Guarantee

ACD provides a 30-day satisfaction guarantee. ACD will continue to modify the Client’s e-commerce to Client’s liking, within 30 days from the date of sale or until the e-commerce is taken live, whichever comes first, at no additional cost, provided that said revisions are part of the original sale and are not enhancements to the original sale. Changes to the e-commerce made after 30 days from the date of the initial sale, or after the e-commerce is taken live, will first be billed to the Client’s time hours available based upon the hosting package purchased by the Client. Changes to the e-commerce that exceed the development time hours, will be billed to the Client at ACD's standard hourly rate over and above the initial design fee paid. ACD does not guarantee that the e-commerce designed will be exactly what the client has envisioned. ACD's best effort will be given for the 30-day satisfaction guarantee but ACD is not obligated to complete multiple redesigns or modifications. While ACD may agree to make requested changes and to bill the Client’s design time or bill the Client directly, ACD is not obligated to complete Client requests or changes outside of the 30-day satisfaction period. If ACD does not agree to Client requests or changes, Client agrees and is still obligated to pay all fees incurred and due.

27. Billing Policy

The initial set-up fee is due and billed in full at the time of the original sale. (Installment payments may be accepted for the set-up fee only if agreed to in writing per the original invoice.)
Additional services fees may be billed on the 1st or 6th of each weeks to coincide with ACD's billing cycles. The amount of the initial set-up fees are detailed on the original invoice confirming amounts of sale.
ACD reserves the right to change prices at any time including hourly development fees.
ACD accepts payment via wire transfer, check, credit card and EFT debit from Client’s bank account. Upon Client’s authorization of payment to ACD via credit card, or EFT debit payment, Client thereby authorizes all recurring monthly hosting and/or additional services fees to be charged to the same method of payment, credit card or EFT account for future charges until such authorization is withdrawn by Client in writing.
The Client may change payment methods including credit card and EFT debit payments within 30 days notice. To change payment methods, Client should contact ACD's billing department. Client should not email new billing information for security purposes.
ACD reserves the right to hold the Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.

28. Billing Disputes

ACD charges up to a $25.00 fee for returned checks and a $200.00 fee to handle unauthorized credit card disputes. If ACD does not receive payment in full when due, ACD may, to the extent permitted by the law of the state of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $5 per month, whichever is greater, on any unpaid balance. ACD may, to the extent permitted by the law of the state of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to ACD for collecting from Client. ACD does not agree to, and will not honor, any limiting notations made by a Client on a check.
If Client wishes to dispute a charge, Client must first contact ACD's billing department and must allow 10 business days for a response. To avoid any dispute about Client’s attempt to contact ACD, Client must send the request in writing to:
Attn: Billing Department, Y-TECH 3296 Summit Ridge Pkwy., Ste 910, Duluth GA 30096
Requests may be emailed to info@ishopxpert.com. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation.
If Client initiates a credit card dispute, the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. In the event that Client initiates a credit card dispute, ceases paying hosting fees or other fees due, ACD, at its sole discretion, may suspend work on the e-commerce until the billing dispute has been resolved.

29. Termination/Cancellation of Services

ACD, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if ACD believes Client has violated the TOS. ACD may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. Client agrees that any termination of access to ACD's services under any provision of this TOS may be effected without prior notice and that ACD may deactivate or delete Client’s account and all related information files. Client agrees that ACD shall not be liable to Client or any third-party for any termination of services. Paid accounts that are terminated will not be refunded. ACD may suspend or terminate accounts, and shut down e-commerce for accounts, which become delinquent for more than 30 days, in which case Client remains responsible for any unpaid balance owed to ACD. Charges for monthly hosting will continue to incur for delinquent accounts until Client’s one year hosting obligation has been met even if account has been suspended or terminated. ACD also reserves the right to discontinue the designing of Client’s e-commerce at any time, at ACD's sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by ACD.
If the Client cancels an account before the work is completed or site is live, a cancellation fee is retained per the Cancellation Fee and Refund Policy. Client agrees that all fees incurred and billed prior to cancellation effective date are valid and Client agrees to pay. Upon request for termination of services the e-commerce will be removed. A back-up copy of the e-commerce is not maintained by ACD.

30. Contents and Design Proprietary Rights

Client acknowledges and agrees that ACD's services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of ACD's services.

31. Use of Client Information

Client hereby agrees that any information or ideas submitted to ACD by any means may be used by ACD without compensation or liability to Client for any purpose whatsoever, including but not limited to, databases, e-commerce and developing, manufacturing and marketing other products. This provision does not apply to Client content or to personal information that is subject to ACD's Privacy Policy.
Client herby gives permission to ACD to use samples or links to Client’s custom e-commerce designed by ACD for marketing and advertising purposes, including but not limited to, use in ACD's online portfolio.

32. Third-Party Services

From time to time third parties may offer services or software to ACD's clients, clients may request the use of third-party services or software, or ACD may suggest the use of third-party services or software to its clients. Use of such third-party services will be at Client’s own risk and subject to the terms and conditions of those third parties. It is Client’s sole responsibility to ensure that the use of third-party services or software complies with third-party terms of use and licenses, these Terms of Service, and any and all applicable laws. Client assumes full responsibility for, and releases ACD from, any and all liability associated with the use of third-party services or software. ACD does not represent nor warrant that use or access to any third-party services will be compatible, uninterrupted, error free, without defects or that Client will be able to access ACD's services. Client also agrees that ACD is under no obligation to provide Client with any enhancements, updates, or fixes to make ACD's services accessible through any third-party applications or services, including third party hosting services. HIT is under no obligation whatsoever to provide support or service for e-commerce hosted on third party servers or non-ACD servers.

33. Contract Service Providers

ACD may contract with Contract Service Providers to complete a portion, or the Client’s entire custom e-commerce. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any ACD employee directly for services. All payments for services rendered must be made directly to ACD. Contract Service Providers are independent contractors and are required to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s e-commerce and do not have access to Client’s personal information including payment information.

34. Disclaimer of Warranties

CLIENT’S USE OF ACD's SERVICES IS AT CLIENT’S OWN RISK. ACD's SERVICES ARE PROVIDED “AS IS”. HIT DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. ACD DISCLAIMS ANY WARRANTIES REGARDING ACD's SERVICES INCLUDING THAT THEY WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ACD DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ACD's SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. ACD DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT’S PRODUCTS, SERVICES, SALES, OR E-COMMERCE. ACD DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH ACD's SERVICES, OR LINKS PROVIDED BY ACD's SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY ACD OR OBTAINED THROUGH LINKS PROVIDED THROUGH ACD's SERVICES.
CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ACD's SERVICES ARE DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.

35. Limitation of Liability

CLIENT UNDERSTANDS AND AGREES THAT ACD, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ACD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE ACD's SERVICES, RELIANCE ON ACD's SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF ACD's SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES RESULTING FROM PRODUCTS, SERVICES PURCHASED OR OBTAINED, MESSAGES RECEIVED, TRANSACTIONS ENTERED THROUGH ACD's SERVICES, OR FOR UNAUTHORIZED ACCESS TO, ALTERATION OF CLIENT’S DATA, TRANSMISSIONS AND ANY STATEMENTS, CONDUCT OF A THIRD PARTY, OR ANY OTHER MATTERS RELATING TO ACD's SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO ACD's SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.

Without limiting the foregoing, under no circumstance shall ACD be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. ACD's full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to ACD.

36. Tort Claims and Other Claims

Client waives all tort claims, strict liability claims, and any and all other legal and equitable claims to the extent permitted by law against ACD, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against ACD in Client’s individual capacity and not as a member of a class.

37. Indemnification

Client agrees to defend, indemnify and hold harmless ACD, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content the Client submits, posts, transmits or makes available through ACD's services, from any product sold by the Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by ACD or from Client’s breach or violation of the TOS, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless ACD, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.

38. Notice

Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by email, facsimile or certified mail, return receipt requested, to the address set forth below. If Client chooses to send request by email or facsimile, a copy of the request must also be sent by mail (to the address below) as confirmation of the request.

ATM CREDIT CARD DIRECT,INC
3296 Summit Ridge Pkwy. Ste 910
Duluth GA 30096

39. Contact ACD

Client may contact ACD at 888-814-0082 M-F from 8:30 –5:00 MST. Client may visit our e-commerce at www.ishopxpert.com at any time. Client may also email ACD at the following department email addresses:

info@ishopxpert.com
info@ytechshop.com

40. Negative Comments/Slander

Client specifically agrees not to engage in negative comments or slander regarding ACD, including but not limited to publishing, or causing to be published, complaints or derogatory comments regarding ACD in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition ACD will be entitled to liquidate damages in the amount of $2,500.00 for each publishing or posting. If said breach occurs on an internet complaint site each hit to that e-commerce will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence. Further, ACD shall be entitled to litigate this matter, and obtain the money damages together with injunctive relief. The prevailing party to that litigation shall be entitled to an award of attorney’s fees. ACD reserves the right to terminate any account for any negative postings made by the account owner or its representatives, or employees.

41. Severability; Waiver

In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by ACD to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.

42. Jurisdiction

This agreement shall be governed exclusively by the laws of the State of Utah, USA, without regard to any conflicts of law provisions thereof, as a contract entered into and performed entirely within the State of Utah. The parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods. Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in the State of Utah, Counties of Utah or Salt Lake, and the parties expressly consent to personal jurisdiction and venue therein and waive any objection based on forum non conveniens or otherwise.

43. Arbitration

Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes. Arbitration would be through a neutral third-party arbitrator to be approved by both Client and ACD. If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurisdiction (not the country of residence of the Client or of ACD) as selected by ACD.

44. Governance

ACD may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.

45. Affiliated Companies , Name Change, Assignment of Servicing

ACD reserves the right to subcontract services or assign the ongoing servicing and/or hosting of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of ATM CREDIT CARD DIRECT, INC, it’s DBAs or any other affiliated companies, or any condition, merger or acquisition of ATM CREDIT CARD DIRECT, INC and shall be automatically assigned to any successor entity of ACD, INC and shall continue in effect thereafter in accordance with its terms.

46. Survival

The following provisions shall survive termination of this Agreement with no effective termination date: Sections 1, 7-9, 34-47.

47. General Information

This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to this agreement must be in writing and signed by an authorized officer of ACD. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service.
Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of ACD’s services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.