This User Agreement (“Agreement”) is a legal agreement between you (“ app user) and Can you Fit me In
Fit Me In, Inc. (“Can you Fit Me In,” “we,” “our” or “us”) governing your use of Can you Fit Me In’s mobile applications and websites (including Can you Fit Me In Market), payment processing services, hardware, and other products and services (together, the “Services”). Please read this Agreement carefully. This Agreement is divided into three parts. Part One explains the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. Part Three explains the terms that govern your use of additional subscription Services if you choose to subscribe to such Services. To use the Services, you must accept all of the terms of this Agreement.
Part One: Terms Governing Use of the Service
1. Can you Fit Me in Account Registration
You must open an account with Can you Fit Me in (a “Can you Fit Me in Account”) to use the Services. Our registration process will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate the Can you Fit Me in Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
You must use your or your business’ true and accurate name when signing up for a Can you Fit Me in Account. Ideally, the name you choose will be a reasonably descriptive name that clearly identifies you or your business. This name will appear on the Buyer’s credit or debit card statement for all payments you accept using the Services.
The software associated with mobile and website applications and hardware products is part of the Services. Among other things, the software enables you to access and use the Services. You must install any and all software updates to continue to use the Services.
4. Verification and Inspection
If your request to open a Can you Fit Me in Account is approved, Can you Fit Me In may request additional information from you at any time. Can you Fit Me In may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, or a business license. Can you Fit Me In may also ask for permission to inspect your business location. If you refuse any of these requests, you’re Can you Fit Me in Account may be suspended or terminated.
5. Compatible Mobile Devices and Third Party Carriers
Can you fit me in Account permits you to accept payment Card transactions, and to account for cash transactions, on compatible mobile devices? Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to those with disabled hardware or software controls—sometimes referred to as “jail broken”—are not compatible mobile devices. You acknowledge that the use of a modified device to use the Services is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your Can you Fit Me in Account. Can you Fit Me In does not warrant that the Services will be compatible with your mobile device or third party carrier.
Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
6. Can you Fit Me in Account
By creating a Can you Fit Me in Account, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate. The Services and your Can you Fit Me in Account may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).
By creating a Can you Fit Me In Account, you also confirm that you will not accept payments in connection with the following businesses or business activities: (1) any illegal activity or goods, (2) buyers or membership clubs, including dues associated with such clubs, (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment services, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) manual or automated cash disbursements, (16) prepaid cards, checks, or other financial merchandise or services, (17) sales of money-orders or foreign currency, (18) wire transfer money orders, (19) high-risk products and services, including telemarketing sales, (20) service station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate or harmful products, (28) escort services, (29) bankruptcy attorneys or collection agencies engaged in the collection of debt.
You’re Can you Fit Me in Account permits you to offer loyalty programs to your Buyers. If you offer such a loyalty program, you (and not Can you Fit Me In) are responsible for ensuring that your program and any associated rewards are compliant with applicable federal and state laws, including laws governing prepaid cards and special offers such as rebates and coupons. You agree to make available to your Buyers any terms and conditions applicable to your loyalty program.
7. Our Role
The Services allow you to accept payments, including Card-based payments initiated with Cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the “Networks”). We are not a bank and we do not offer banking services as defined by the United States Department of Treasury.
As a payment service provider, Can you Fit Me In facilitates the processing of payments you receive from your Buyers. This means that we collect, analyze and relay information generated in connection with these payments.
In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. In some cases, Visa and MasterCard require that our Sellers enter into an agreement directly with Can you Fit Me In’s acquiring bank. If you are such a Seller we will provide you a agreement that you must complete in order to use the Services. This may happen during the registration process or at some other time. If you fail to complete a “Commercial Entity Agreement,” we may suspend or terminate your Can you Fit Me in Account. Similarly, if you are a high value customer, American Express may require that you maintain your agreement directly with them and designate Can you Fit Me In as your agent for American Express payments. If that is the case, you will be notified of such requirement.
8. Your Authorization
You authorize us to hold, receive, and disburse funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your Can you Fit Me In Account is closed or terminated.47.
9. Restricted Use
Can you Fit Me In-provided hardware products are for your use with the Services, and you may not act as a hardware product reseller. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party. This means that you may not use the Services to handle, process or transmit funds for any third party. You also may not use the Services to process cash advances.You may not use the invoices feature of the Services to send invoices to yourself or in any other manner for which the invoices feature is not intended.
10. Unauthorized or Illegal Use
We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement or any other Can you Fit Me In agreement, or that it exposes you, other Can you Fit Me In customers, our processors or Can you Fit Me In to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your Can you Fit Me In Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Can you Fit Me In Account, and any of your transactions with law enforcement.
11. Accepted Cards
Can you Fit Me In works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Cards”) with a Visa, MasterCard, American Express, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Buyer may not be the authorized user of the Card or that such Buyer may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.
12. Applicable Network Rules
The Networks require that you and Can you fit me in comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks amend their rules and regulations from time to time. Can you Fit Me In may be required to change this Agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com, www.mastercard.com, and www.americanexpress.com.
Network Rules currently prohibit you from dispensing cash on any Card transaction. The Rules also restrict your ability to assess a surcharge or split a single transaction in to multiple transactions except in certain limited situations.
Your use of Network logos is governed by the Rules; you agree to familiarize yourself with and to comply with these requirements.
Can you Fit Me In will review the information that you submit in connection with your request to sign up for the Services. You agree that Can you Fit Me In may share information about you and your Can you Fit Me In Account with its processor and/or acquiring bank. After you submit your application, Can you Fit Me In or its processor and/or acquiring bank may conclude that you will not be permitted to use the Services.
You authorize Can you Fit Me In to request identity verifying information about you, including a consumer report that contains your name and address. You further agree that Can you Fit Me In may periodically obtain additional reports to determine whether you continue to meet the requirements for a Can you Fit Me In Account.
You agree that Can you Fit Me In is permitted to share information about you and your application (including whether you are approved or declined), and your Can you Fit Me In Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Can you Fit Me In’s risk management process.
14. Our Fees
You agree to pay the applicable fees listed on our Fee Schedule (“Fees”) for use of the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees upon thirty days’ advance notice. You must agree to the change in Fees to continue to use the Services. To withdraw your consent, you will need to close your Can you Fit Me In Account. All Balances and all Fees, charges, and payments collected or paid through the Services are denominated in US dollars.
15a. Access to Can you Fit Me In Account Funds
Subject to the payout schedule identified below, we will deposit amounts received by us for transactions you submit through the Services (less any applicable Fees) to your verified bank account.
In the event the bank account you link to your Can you Fit Me In Account is incorrect and Can you Fit Me In is not able to debit or credit the bank account, the bank account will be de-linked from your Can you Fit Me In Account.
In the event that you do not have an ACH-enabled bank account linked to your Can you Fit Me In Account, you may request a physical check. Check requests may be subject to a processing fee and an identity verification process. It is your obligation to request a check or otherwise link an ACH-enabled bank account to your Can you Fit Me In Account in order to receive your funds.
Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and when we or the designated financial institutions have accepted the transaction or funds.
15b. Right of Setoff
You grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in and to all of your accounts with us. However, this grant will not apply to any accounts for which the grant of a security interest would be prohibited by law. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under this Agreement or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.
16. Payout Schedule - Standard
Once you validate your US bank account, and have ten dollars or more in your Can you Fit Me In Account, Can you Fit Me In will automatically initiate a payout to your bank account at the end of every business day. Payouts to your bank account for payments received by you during business hours (before 5pm Pacific Time) will usually fund the next business day.
17. Availability of Funds
Should Can you Fit Me In need to conduct an investigation or resolve any pending dispute related to your Can you Fit Me In Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.
18. Can you Fit Me In Account History
When a payment is made to your Can you Fit Me In Account, we will update your Can you Fit Me In Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Can you Fit Me In Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Can you Fit Me In Account and your use of the Services, and (b) reconciling all transactional information that is associated with your Can you Fit Me In Account. If you believe that there is an error or unauthorized transaction activity is associated with your Can you Fit Me In Account, you agree to contact us immediately.
At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Can you Fit Me In Account or in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks (described in Section 27), refunds, or other indications of performance problems related to your use of the Services. The Reserve will be in an amount as reasonably determined by us or our processor to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by Can you Fit Me In, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Can you Fit Me In’s favor, or otherwise as Can you Fit Me In or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Can you Fit Me In Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Can you Fit Me In Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
20. Can you Fit Me In Account Balances
You are not required to hold monetary balances that you receive in your Can you Fit Me In Account (your “Balance”). If you end up with a Balance, your funds will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more FDIC-insured banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). US dollar balances held in the pooled account are eligible for FDIC pass-through insurance, meaning that your Balance may be insured up to the FDIC maximum, which is currently $250,000. We have sole discretion over the establishment and maintenance of any pooled account. Funds associated with your Can you Fit Me In Account will at all times be held separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a pooled account or Reserve (described above).
When your Buyer is present at the time of the transaction and signs the Can you Fit Me In signature screen, you benefit from the Network Rules for card present transactions. You agree to request that your Buyer personally sign for all transactions greater than $25.00 when your Buyer is present. You must make a written receipt available to your Buyers for any transaction greater than $15.00. You may give your Buyers the option to receive or decline a written receipt. As a convenience, but not in lieu of a written receipt, the Can you Fit Me In receipt screen offers Buyers a choice to sign-up to receive digital receipts delivered by Can you Fit Me In through SMS or email.
22. Receipts for 501(c)(3) Organizations
If you operate a 501(c)(3) organization, you may offer Can you Fit Me In electronic receipts to your donors as a convenience, by completing the required fields in the “Account” section of our website. You acknowledge that not all payments made to your organization will be eligible for classification as “tax deductible to the extent allowed by law,” and you assume full responsibility for the classification of your transactions. Can you Fit Me In specifically disclaims any liability in this regard.
23. Usage of Shortcode (TBA)
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Can you Fit Me In specifically disclaims any liability for Taxes.
If in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, Can you Fit Me In will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, address, Tax Identification Number (such as a Social Security Number (SSN), or Employer Identification Number (EIN)), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. Whether you reach $20,000 in payments or more than 200 payments will be determined by looking at the SSN associated with your Can you Fit Me In Account.
25. Customer Service
You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or a Buyer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Can you Fit Me In Account, payment, Card processing, debiting or crediting.
26. Refunds and Returns
By accepting payment Card transactions with a Can you Fit Me In, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Can you Fit Me In Account in accordance with this Agreement and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Buyers at the time of purchase, (c) not give cash refunds to a Buyer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Buyer for postage that the Buyer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the Buyer, you may still receive a Chargeback relating to such sales.
You can process a refund through your Can you Fit Me In Account up to sixty (60) days from the day you accepted the payment. If you are a Can you Fit Me In Market Seller, you may not be able to process a partial refund. If your available Can you Fit Me In balance is insufficient to cover the refund, Can you Fit Me In will request your authorization to withdraw up to the requested refund amount from your bank account. Can you Fit Me In will then withdraw the amount you were paid (the sale amount minus the initial transaction fee) from your bank account, and credit it back into your Buyer’s Card. The Fees are also refunded by Can you Fit Me In, so the full purchase amount is always returned to your Buyer. Can you Fit Me In has no obligation to accept any returns of any of your goods or services on your behalf.
27. Your Liability for Chargebacks
The amount of a transaction may be reversed or charged back to your Can you Fit Me In Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Buyer or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.
28. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your Can you Fit Me In Account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Can you Fit Me In Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a Buyer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Buyer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Can you Fit Me In Account deficit balances unpaid by you.
29. Excessive Chargebacks
If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Can you Fit Me In Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Services.
30. Contesting Chargebacks
You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Services. To that end, you permit us to share information about a Chargeback with the Buyer, the Buyer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Can you Fit Me In Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
31. Our Set-off Rights
To the extent permitted by law, we may set off against the Balances for any obligation you owe us under this Agreement, including without limitation any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Can you Fit Me In Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Can you Fit Me In Account or any connected Can you Fit Me In Account (as well as set off against any Balance in any connected Can you Fit Me In Account). Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, collection agency fees, and any applicable interest.
32. Dormant Can you Fit Me In Accounts
If there is no activity in your Can you Fit Me In Account (including access or payment transactions) for at least two years, consecutively, and you have a Balance, we will notify you by sending an email to the email address associated with your Can you Fit Me In Account and give you the option of keeping your Can you Fit Me In Account open and maintaining the Balance, withdrawing the Balance, or requesting a check. If you do not respond to our notice within thirty days, we will automatically close your Can you Fit Me In Account and escheat your funds in accordance with applicable law, and if permitted, to Can you Fit Me In.
33. Can you Fit Me In Processing Errors
We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the amount to which you were entitled, Can you Fit Me In will credit your Can you Fit Me In Account for the difference. If the error results in your receipt of more than the amount to which you were entitled, Can you Fit Me In will debit the extra funds from your Can you Fit Me In Account. Can you Fit Me In will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
34. Your Privacy
35. Privacy of Others
By using the Services, you may receive information about Buyers or other third parties. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Buyer or other third party.
36. Disclosures and Notices
Upon acceptance of this Agreement, you confirm that you have read, understood, and accepted Can you Fit Me In’s E-Sign Consent policy. You agree that Can you Fit Me In can provide disclosures and notices required by law and other information about your Can you Fit Me In Account to you electronically by posting it on our website, or by emailing it to the email address listed in your Can you Fit Me In Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.
If you wish to withdraw your consent to receiving electronic communications, you should contact Can you Fit Me In Support. If we are not able to support your request, you may need to terminate your Can you Fit Me In Account.
37. Your Content
In connection with your Can you Fit Me In Account, any business listing, and your use of the Services, you may be able to upload or provide photos, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Seller Content”). You agree that you will not upload or provide any Seller Content unless you have created that content yourself or you have permission from the content owner to do so.
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Seller Content throughout the world in any media in order to provide and promote the Services and Can you Fit Me In’s business. You retain all rights in your Seller Content, subject to the rights granted to Can you Fit Me In in this Agreement. You may modify or remove your Seller Content via your Can you Fit Me In Account or by terminating your Can you Fit Me In Account.
You agree not to upload or provide Seller Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Can you Fit Me In’s or its partners’ products and services, as determined by Can you Fit Me In in its sole discretion; or (f) in Can you Fit Me In’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Can you Fit Me In, its affiliates, its customers, or Buyers to harm or liability of any nature.
Although Can you Fit Me In has no obligation to screen, edit, or monitor any Seller Content, Can you Fit Me In reserves the right, and has absolute discretion, to remove, screen, edit, or disable any Seller Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Seller Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Seller Content, including any loss or damage to any of your Seller Content.
38. Copyright and Trademark Infringement
Can you Fit Me In respects the copyright and trademark rights of others and asks you to do the same. Can you Fit Me In has adopted a Copyright & Trademark Policy regarding claims that third party material infringes the copyrights or trademarks of others. Can you Fit Me In responds to all valid notices of such copyright and trademark infringement, and it is Can you Fit Me In’s policy to suspend or terminate the access privileges of those who repeatedly infringe the copyrights and trademarks of others.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If your Can you Fit Me In Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Services, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that Can you Fit Me In shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion of your information or account data.
41. Your Right to Terminate
You may terminate this Agreement and other Can you Fit Me In agreements by closing your Can you Fit Me In Account at any time. Upon closure of a Can you Fit Me In Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Can you Fit Me In Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Can you Fit Me In Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.
42. Suspension or Termination by Us
We may terminate this Agreement or suspend or close your Can you Fit Me In Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and access to your Can you Fit Me In Account (including the funds in your Can you Fit Me In Account) if you (a) have violated the terms of this Agreement, any other agreement you have with Can you Fit Me In, or Can you Fit Me In’s policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
43. Effect of Termination
We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
Part Two: Additional Legal Terms
44. Your License
Can you Fit Me In grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Services solely to accept and receive payments and to manage the funds you so receive, in accordance with this Agreement. The Services include our website, any mobile applications, software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto, and hardware products provided to you by Can you Fit Me In. You will be entitled to download updates to the Services, subject to any additional terms made known to you at that time, when Can you Fit Me In makes these updates available.
While we want you to enjoy the Services, you may not, nor may you permit any third party to do any of the following: (i) access or monitor any material or information on any Can you Fit Me In system using any manual process or robot, spider, scraper, or other automated means unless you have separately executed a written agreement with Can you Fit Me In referencing this Section 44(i) that expressly grants you an exception to this prohibition; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Can you Fit Me In; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) violate the restrictions in any robot exclusion headers on the Services or any Can you Fit Me In service or product, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section.
The Services are licensed and not sold. Can you Fit Me In reserves all rights not expressly granted to you in this Agreement. The Services are protected by patent, copyright, trademark, trade secret and other intellectual property laws. Can you Fit Me In owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to Can you Fit Me In’s trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place Can you Fit Me In under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Can you Fit Me In does not waive any rights to use similar or related ideas previously known to Can you Fit Me In, or developed by its employees, or obtained from sources other than you.
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Network Rules; (b) your wrongful or improper use of the Services; (c) any transaction submitted by you through the Services (including without limitation the accuracy of any Seller Content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (e) your violation of any law, rule or regulation of the United States or any other country; (f) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.
47. Representation and Warranties
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each Buyer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business and employees, including any applicable tax, wage and hour, and tip laws and regulations; (h) except in the ordinary course of business, no transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (j) no transaction submitted by you through the Services will involve your Cards (except for reasonable test swipes); and (k) your use of the Services will be in compliance with this Agreement.
48. No Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAN YOU FIT ME IN OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CAN YOU FIT ME IN, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
CAN YOU FIT ME IN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CAN YOU FIT ME IN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
49a. Limitations of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAN YOU FIT ME IN, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL CAN YOU FIT ME IN BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR CAN YOU FIT ME IN ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAN YOU FIT ME IN, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) SELLER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CAN YOU FIT ME IN, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CAN YOU FIT ME IN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Services are controlled and operated from facilities in the United States. Can you Fit Me In makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
49b. Third Party Products
All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. CAN YOU FIT ME IN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CAN YOU FIT ME IN BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.
If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact the Can you Fit Me In Support with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration.
51. Binding Individual Arbitration
You and Can you Fit Me In agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST CAN YOU FIT ME IN. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
52. Governing Law
This Agreement and any Dispute will be governed by Illinois law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Illinois, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
53. Limitation on Time to Initiate a Dispute
Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
54. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at Can you Fit Me In.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Can you Fit Me In without restriction.
56. Third Party Services and Links to Other Web Sites
57. Other Provisions
Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and Can you Fit Me In, and they describe the entire liability of Can you Fit Me In and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Services. In the event of a conflict between this Agreement and any other Can you Fit Me In agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that Can you Fit Me In may have under trade secret, copyright, patent, or other laws. Can you Fit Me In’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 13, 15-20, 24, 25, 27-33, 35, 37, 38, 45-58.
“Buyer” means any person that presents a card to a Seller in order to make a payment.
“Dispute” means any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Can you Fit Me In including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, Can you Fit Me In advertising, and any use of Can you Fit Me In software or services. “Dispute” also includes any claims that arose before this Agreement and that may arise after termination of this Agreement.
“Seller” means any person that signs up for a Can you Fit Me In account to accept payments using the Can you Fit Me In service.
“Can you Fit Me In” means Can you Fit Me In, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees.
Part Three: Paid Services
60. Subscription Services
We may offer additional Services to you subject to additional fees and/or terms (each a “Subscription Service”). By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee as set forth in your account settings or as otherwise agreed in writing (“Subscription Fee” ) as and when due. Subscription Fees are in addition to the applicable processing fees listed on our Fee Schedule. Subscription Fees may be paid by debit card, credit card, or deduction from your transaction proceeds. If you link a debit or credit card to your account, you authorize us to collect Subscription Fees by debit from your linked debit card or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Subscription Fees by deduction from your transaction proceeds, the Balance in your Can you Fit Me In Account or your linked bank account.
Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Can you Fit Me In Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We may immediately terminate or suspend your subscription or access to a Subscription Service at any time for any reason or no reason. The cancellation, termination or suspension of your subscription or access to such Subscription Service shall not affect your liability or obligations under this Agreement.
As stated in this Agreement, we have the right to change, delete, discontinue or impose conditions on Subscription Services or any feature or aspect of a Subscription Service. We also reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of any such changes will constitute your agreement to such changes.
Feedback (“Feedback”) is a Can you Fit Me In Subscription Service. By signing up for Feedback, you also accept the following terms: You may not use Feedback: (a) to send replies to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, (d) to send abusive, harassing, excessive or objectionable messages, or (e) for any purpose other than to receive and respond to Buyer feedback about their recent customer experiences. You may not use Feedback in any other manner that is not authorized or intended or that would violate any provision of this Agreement.