These Chase Pay through Platform Provider Merchant Terms and Conditions (“T&Cs”) are made between You and JPMorgan Chase Bank, N.A. (“Chase”). These T&Cs govern Your use of Chase Pay and may be modified by Chase from time to time by providing written notice of such modifications to You (either directly or through Platform Provider).
1. Accepting these T&Cs; Definitions
1.1. Acceptance. These T&Cs govern participation and use of Chase Pay and become effective as a legally binding agreement as of the date that You activate use of Chase Pay by enabling the Chase Pay Button or another method as agreed in writing by Platform Provider. If You do not accept these T&Cs, You are not permitted to enable the Chase Pay Button nor use Chase Pay.
1.2. Incorporation with MSA. These T&Cs are incorporated into and made a part of the Master Services Agreement between Platform Provider and Merchant (the “MSA”) and shall control in the event of a conflict concerning Chase or Chase Pay.
1.3. Definitions. Whenever capitalized in these T&Cs:
(A) “Platform Provider” means any e-commerce platform provider engaged to develop and test Websites on behalf of You or Your Affiliates.
(B) “Affiliates” means any other corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other business entity that controls, is controlled by, or is under common control with an entity, where “control” means that the entity possesses, directly or indirectly, the power to direct or cause the direction of the management policies of the other entity, whether through ownership of voting securities, an interest in registered capital, by contract, or otherwise.
(C) “Applicable Laws” means any: (a) statute, ordinance, permit, treaty, payment brand rules, regulation, law, or common law interpretation of any law applicable to a party; (b) bulletin, judgment, order, decree, injunction, request, recommendation, direction, executive order, guidance, examination, or determination of any Governmental Authority with jurisdiction or authority over a party; or (c) any negotiated settlement, order or agreement by a party with an arbitrator or a Governmental Authority.
(D) “Chase IP” means: (i) the Documentation, Chase Marks, Chase Pay, and all intellectual property rights embodied therein; (ii) any content embodied in or used in connection with Chase Pay; and (iii) any works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques or confidential information conceived, discovered, developed or otherwise acquired by Chase in the course of integrating, customizing, implementing, operating or maintaining Chase Pay, in each case including any derivative works, improvements, updates, modifications or translations thereof.
(E) “Chase Marketing Guidelines” means the branding requirements and marketing guidelines as included in the Documentation and as may be modified by Chase from time to time.
(F) “Chase Marks” means all trademarks, service marks, trade dress, logos, taglines, slogans, product names, any other similar intellectual property, registered or unregistered, directly or indirectly owned by or licensed to Chase anywhere in the world now existing or hereafter adopted or acquired.
(G) “ChaseNet” means Chase’s proprietary payment processing platform(s) where transactions involving eligible Chase payment devices are processed directly between merchant and Chase and not through traditional “interchange” systems.
(H) “Chase Pay” means the digital commerce platform which enables End Users to make payments using credit, debit, and prepaid cards and other physical, digital or virtual payment devices, credentials, or account access devices and access or manage other Chase services as designated by Chase or its Affiliates, as may be modified, rebranded or substituted from time to time by Chase.
(I) “Chase Pay Button” means the website artwork and hyperlink for access to Chase Pay that is provided or otherwise made available for display in the purchase path on Your Websites.
(J) “Chase Requirements” means the Chase Pay merchant program requirements, as amended, revised and updated from time to time, which set forth the rules and requirements applicable to the acceptance of Chase Pay transactions, and, if applicable, ChaseNet transactions.
(K) “Documentation” means any technical, operational, Chase Marketing Guidelines, Chase Requirements or other application programming interfaces, specifications, protocols, code, specifications or documentation that Platform Provider or Chase may have, provide, or make available upon Your specific request in connection with implementation and use of Chase Pay, as may be modified by Chase in its sole discretion with or without notice.
(L) “End User” means any subscriber, purchaser, customer, person or entity that uses, or attempts to use, Chase Pay to pay for, use, view or consume a product or service from You.
(M) “Governmental Authority” means any domestic or foreign, federal state or local government, any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, regardless of form, including any agency, bureau, court, tribunal, or other instrumentality.
(N) “Merchant Marks” means all trademarks, service marks, trade dress, logos, taglines, slogans, product names, any other similar intellectual property, registered or unregistered, directly or indirectly owned by or licensed to You and Your Affiliates anywhere in the world.
(O) “Personal Data” means any personally identifiable information or any personal financial information relating to an End User including full, partial or tokenized account numbers or payment device information, email addresses, physical addresses or phone numbers or other personal data.
(P) “Website” means an e-commerce website or applications developed by or on behalf of You, under Your name, trademark or brand, that integrates with Chase Pay or uses the Documentation.
(Q) “You” and “Your” means and refers to the individual(s) or legal entity that has accepted these T&Cs and is using Chase Pay or otherwise exercising rights under these T&Cs.
2. Ownership and Limited License
2.1. Ownership. Chase retains all rights, title, and interest in and to Chase IP. You agree to cooperate with Chase to maintain Chase’s ownership of Chase IP, and, to the extent that You or Your Affiliates become aware of any claims relating to Chase IP, You agree to use reasonable efforts to promptly provide notice of any such claims to Chase. The parties acknowledge that these T&Cs do not give Chase any ownership interest in Your Websites. All licenses not expressly granted in these T&Cs are reserved and no other licenses, immunity or rights, express or implied are granted by Chase, by implication, estoppel, or otherwise.
2.2. License. Subject to, and conditioned upon, Your compliance with, and acceptance of, these T&Cs, Your MSA and Applicable Laws, Chase grants You, during the term, a limited, non-exclusive, personal, revocable, non-transferable, non-sublicensable, license to access and use the Chase Pay Button, Chase Pay and the Documentation to the extent necessary to utilize Chase Pay in conjunction with the Platform Provider, solely for the purpose of facilitating Chase Pay transactions that are made from or through Your Websites (the “Licensed Material”). You acknowledge and agree that, except for the rights and licenses expressly granted in these T&Cs, Chase shall own all right, title and interest in and to all Chase IP, Chase Marks and any derivatives of the foregoing, and nothing in these T&Cs shall be construed as conferring upon You, by implication, operation of law, estoppel or otherwise, any other license or right. You shall not, except as permitted under these T&Cs: (i) use, reproduce, distribute or permit others to use, reproduce or distribute any Chase IP for any purpose; (ii) make Chase IP available to unauthorized third parties; (iii) rent, electronically distribute, timeshare or market Chase IP by interactive cable, remote processing services, service bureau or otherwise; or (iv) directly or indirectly modify, reverse engineer, decompile, disassemble or derive source code from any Chase IP.
2.3. Use Restrictions. The license granted in this Section 2 is conditioned upon You and Your Affiliates’ compliance with the following requirements and any breach may be subject to prosecution and damages:
(A) Except as expressly permitted in these T&Cs, You and Your Affiliates may not, and may not enable others to, (i) rent, lease, lend, upload to or host on any website or server, sublicense, copy, transfer, sell, or otherwise distribute Licensed Material, or permit either direct or indirect access to or use of the Licensed Material, in whole or in part; (ii) remove, obscure or otherwise modify or destroy any proprietary markings of the Platform Provider, Chase, or other parties that may appear on any components of the Licensed Material; (iii) use any automated means (for example scraping or robots) other than the those provided in the Licensed Material to access, query or otherwise collect Personal Data; (iv) use Licensed Material in any unlawful manner, for any unlawful purpose or for any purpose not expressly permitted under these T&Cs; (v) exploit the Licensed Material, in any unauthorized way, including by trespass or burdening network capacity, or by harvesting or misusing data provided by the Documentation or Chase Pay; or (vi) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works, or make any other attempt to: (a) discover, derive or obtain the source code of any Licensed Material (as applicable); (b) send through or store infringing or unlawful material in any Licensed Material; (c) send through or store malicious code (such as viruses or trojans) in any Licensed Material; (d) attempt to or gain unauthorized access to, or disrupt, the integrity or performance of, any Licensed Material; (e) access any Licensed Material for the purpose of building a competitive product or service; or (f) use any Licensed Material, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication (except as and only to the extent any foregoing restriction is prohibited by Applicable Laws).
(B) You must retain and reproduce in full the Chase Pay copyright, disclaimers and other proprietary notices (as they appear in the Documentation) in all copies of the Chase Pay Button, Chase Pay or the Documentation that You are permitted to make under these T&Cs.
(C) Your Websites must: (i) not contain any malware, malicious or harmful code, or other internal component (e.g. computer viruses, trojan horses, “backdoors”), which could damage, destroy, or adversely affect Chase hardware, software or services, or other third party software, firmware, hardware, data, systems, services, or networks; (ii) not disable, override or otherwise interfere with any Chase-implemented system alerts, warnings, display panels, consent panels and the like; and (iii) be updated, at Your expense, within a reasonable time period to incorporate any new versions of Chase Pay which Chase may distribute.
(D) You shall not disadvantage or discriminate against Chase relative to other methods of payment with respect to the display and availability of Chase Pay from or through the Websites.
(E) You must have entered into an MSA with Platform Provider and have a bank-sponsored merchant account in good standing.
(F) You shall not charge any fees to End Users solely for access to or use of Chase Pay from or through the Websites or for any content, data or information provided therein, and You shall not sell access to Chase Pay.
(G) For recurring Transactions, You must (i) obtain the Customer’s consent including frequency and duration; (ii) provide the consent upon request; and (iii) cease the charges upon Customer cancellation or if Payment Instrument is dishonored.
(H) You shall not fraudulently create any End User accounts or induce any End User to violate the terms of their applicable End User terms or service agreements. Except as expressly set forth herein, You shall not interfere with an End User’s ability to access or use Chase Pay.
(I) You and Your Affiliates shall access Chase Pay only in accordance with the Documentation and may not use Chase Pay in any manner inconsistent with these T&Cs.
2.4. Updates; No Support or Maintenance. You acknowledge and agree to comply with the Documentation at all times, and Your installation, configuration and use of Chase Pay shall conform to the specifications set forth in the applicable Documentation. Chase may extend, enhance, or otherwise modify Chase Pay, in whole or part, at any time without notice. Chase is not be obligated to provide any updates to Chase Pay or the Documentation; however, these T&Cs will govern any updates which are made available, unless a separate license is provided. Any required change or update to Your Websites will be at Your own expense. Chase will not provide You support for issues encountered with Chase Pay. Platform Provider will provide You with all customer service, including registration, maintenance, technical and other support.
3. Fees. You will directly and timely pay all fees imposed by third parties for Chase Pay transactions (including any transaction, multi-currency or chargeback fees) in accordance with Your agreements with such third parties.
4. Security and Data Protection.
4.1. You may not use, disclose or disseminate any Personal Data collected or obtained solely through Chase Pay, except to the extent necessary to enable You to complete a transaction or provide customer support, resolve disputes or prevent fraud related to a transaction.
4.2. Prior to Your initiation of a Chase Pay transaction with an End User, You will (a) provide all disclosures to, and obtain all consents from, each End User in accordance with the Documentation and Applicable Laws; (b) provide clear and complete information regarding Your or Your Affiliates’ collection, use and disclosure of user data (including, at a minimum, a link to Your privacy policy from Your Websites); (c) take appropriate steps to protect Personal Data from unauthorized access, use or disclosure; and (d) comply with all Applicable Laws regarding privacy and data collection with respect to any collection, use or disclosure of Personal Data. If a user ceases to consent or affirmatively revokes consent for collection, use or disclosure of user data, You and Your Affiliates must promptly cease all such use. For the avoidance of doubt, You will delete Personal Data (including cookie data): (i) immediately, if an End User fails to complete or abandons a transaction; or (ii) after a completed transaction, immediately after the Personal Data is no longer necessary to comply with the requirements of these T&Cs. Further, You shall not transmit any Personal Data in connection with Your Websites unless You use encryption to transmit such Personal Data.
4.3. You will use and cause Your Affiliates to use a data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of customer data, including to protect against: (i) any anticipated threats or hazards; and (ii) any accidental, unauthorized or unlawful processing, loss or other compromise of customer data. You will promptly remediate, and cause Your Affiliates to promptly remediate, any security incidents involving such items.
4.4. You are solely responsible for complying with Applicable Law in the security of Personal Data and transaction information in Your or your service provider’s possession or control. Chase shall not be liable under any circumstances for any breach of Personal Data or transaction information in Your or Your Affiliate’s possession or control, or in the possession or control of Your or Your Affiliate’s service providers.
4.5. You will not disclose any nonpublic information relating to Chase or its Affiliates, employees, independent contractors or service providers that You may come in contact with in connection with these T&Cs.
5. Access Controls. You are responsible for maintaining adequate security and control of any and all identification credentials, passwords, public or private encryption keys, or any other codes for purposes of utilizing or accessing Chase Pay or any content related thereto (the “Access Credentials”). You agree to maintain, and to ensure that Your service providers involved in processing, storing, transmitting and/or handling any Personal Data or transaction information maintain, all appropriate physical, electronic and procedural safeguards designed to: (i) maintain the security and confidentiality of Personal Data and Access Credentials; (ii) restrict disclosure of Personal Data and Access Credentials to those of Your employees who have a need to access such information for purposes of using Chase Pay pursuant to these T&Cs; (iii) protect against any anticipated threats or hazards to the security or integrity of Personal Data and Access Credentials; and (iv) protect against unauthorized access to, use or transmission of Personal Data and Access Credentials. You will not ask End Users to provide their passwords nor establish Chase Pay accounts or set passwords on behalf of End Users.
6. System Breach. In the event that Your systems or facilities are breached and an unauthorized third party has access to, use of or transmitted Personal Data, Access Credentials or any data related to Chase Pay or any transaction, You shall immediately, at Your expense, (1) properly provide any required notices of the event; (2) mitigate further unauthorized access, use or transmission and any associated harm; and (3) comply with your contractual obligations and Applicable Laws in the resolution of same. Further, You shall, at Your expense: (i) promptly conduct a review utilizing established e-commerce data security practices; (ii) take such precautions as necessary to prevent such events from occurring in the future; (iii) permit investigations in compliance with law and contractual obligations; and (iv) fully, promptly and in good faith respond to reasonable requests or inquiries related to the incident and its remediation. The timing and content of any notice(s) to affected End Users will be at Chase’s sole discretion.
7. Marketing; Publicity
7.1. Chase Marks. Chase grants to You, during the term, a personal, non-exclusive, non-sublicensable, non-transferrable, revocable, royalty free, license to use the Chase Marks solely in accordance with Chase Marketing Guidelines and solely for the purpose of accepting Chase Pay transactions from or through Your Websites. You shall not use the Chase Marks in such a way as to suggest that Chase endorses or approves of Your Websites, or any products or services offered on Your Websites. All other rights in and regarding the Chase Marks, whether express or implied, are expressly reserved to Chase. Additionally: (A) You agree that the character and quality of all services offered on Your Websites in association with the Chase Marks shall comply with the Chase Marketing Guidelines, and that You will conduct Your business and operations associated with the Chase Marks in full compliance with all Applicable Laws and shall do nothing to bring disrepute to or in any manner impair or damage the Chase Marks or the goodwill associated therewith; and (B) Chase reserves the right to review from time to time any and all Websites, and all other web pages, marketing and promotional materials, or other materials prepared or offered by You bearing the Chase Marks. In the event Chase reasonably determines that any use of the Chase Marks does not materially abide by the Chase Marketing Guidelines or is in violation of Applicable Laws, You agree that You will make the reasonable changes or revisions requested by Chase as soon as practicable.
7.2. Merchant Marks. You grant Chase and its Affiliates (and their agents and contractors acting on their behalf), and agree to procure all rights necessary to effectuate, a personal, non-exclusive, non sublicensable, non-transferable, worldwide, royalty-free, license to use, reproduce, and display the Merchant Marks as follows: (A) in connection with the use and display of Chase Pay from or through Your Websites; (B) in the marketing, advertising and promotion of the availability of Chase Pay in any medium, including the right to use screen shots of Your Websites and images of the Merchant Marks as they may be used in Chase Pay, including use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (C) in a publicly disclosed list of Chase Pay participants.
7.3. Ownership. Chase retains its right, title and interest in the Chase Marks, and associated goodwill. Goodwill arising from Your or Your Affiliate’s use of the Chase Marks inures to Chase’s benefit. You and Your Affiliates will not adopt, use, or register any corporate name, domain name, service mark or trademark that incorporates any Chase Marks or any confusingly similar term. You retain Your right, title and interest in the Merchant Marks, and associated goodwill. All goodwill arising from use of the Merchant Marks by Chase and its Affiliates will inures to Your benefit. Chase and its Affiliates will not knowingly adopt, use, or register any corporate name, domain name, service mark or trademark that incorporates any Merchant Marks or any confusingly similar term.
7.4. Announcements. Neither party will issue any press release or public announcement concerning these T&Cs without obtaining the prior written approval of the other party.
8. Term and Termination
8.1. Term. Once accepted, these T&Cs will remain in effect until: (i) terminated by You or Chase, or (ii) the termination or expiration of Your MSA. You may terminate these T&Cs at any time by removing the application that is using Chase Pay. Chase may suspend or terminate Your ability to use Chase Pay at any time, for any reason or no reason. Your continued use of Chase Pay will constitute Your continued acceptance of these T&Cs.
8.2. Effect of Termination. You will immediately (a) cease all use of Chase Pay and erase and destroy all copies, full or partial, of the Documentation in Your or Your Affiliates’ possession or control; and (b) cease all use of the Chase Marks including the removal of the Chase Pay Button. Further, You agree that Chase may seek a takedown of any content which it believes violates these T&Cs (either directly or through Platform Provider).
8.3. Survival. All terms and provisions of these T&Cs, including any and all attachments, exhibits, addendums, schedules and amendments hereto, which by their nature are intended to or should survive any termination or expiration of these T&Cs, shall so survive, including the provisions of Sections 1, 2.1, 3, 4, 6.3, 7, 8, 9, 10 and 11. Chase will not be liable for compensation, indemnity, or damages of any sort as a result of terminating these T&Cs, and termination of these T&Cs will be without prejudice to any other right or remedy Chase may have, now or in the future.
9. Compliance with Law. You represent and warrant that You will, at all times during Your participation in Chase Pay, comply with all Applicable Laws including those relating to Your Websites and all goods or services offered through Your Websites. You are solely responsible for any fines, penalties or fees resulting from Your non-compliance with such Applicable Laws.
10. Indemnification. To the extent permitted by Applicable Law, You agree to defend, indemnify, and hold Chase, its Affiliates, directors, officers, employees, independent contractors, service providers and agents (each a “Chase Party” collectively “Chase Parties”) harmless from and against any and all claims, losses, liabilities, damages, taxes, judgments, penalties, interest, expenses and costs, including attorneys’ fees and court costs (collectively, “Losses”), incurred by a Chase Party and arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or related to: You or Your Affiliates’ (a) activities under these T&Cs including any customer relationships or End User claims regarding Your Websites and/or goods or services offered through Your Websites, (b) the use of the Licensed Material, (c) products or services, (d) gross negligence, willful or reckless conduct, (e) violation of Applicable Laws, (f) data breaches and remediation costs, or (g) Your breach of these T&Cs.
11. Limitation of Liability; Disclaimers.
11.1. Transaction Verifications. You or Platform Provider shall be solely responsible for verifying the validity of transactions completed using Chase Pay prior to the delivery of any goods or services. Chase will not be liable for any unauthorized or fraudulent transactions made from or through Your Websites relating to Chase Pay or the failure to verify the validity of transactions or evidence their authorization.
11.2. No Warranty. Chase Pay may be incomplete or contain inaccuracies or errors that could cause failures or loss of data. Chase does not guarantee the availability, uptime, accuracy, completeness, reliability, or timeliness of any data or information displayed in connection with Chase Pay. Chase or its Affiliates may at any time, without notice or liability, change, suspend, limit or remove use of or access to Chase Pay (or any part thereof). Chase Pay may not be available in all languages or in all countries, and Chase makes no representation that Chase Pay would be appropriate, accurate or available for use in any particular location, product or application.
11.3. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE CHASE PAY USE IS AT YOUR SOLE RISK AND THE ENTIRE RISK OF SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE DOCUMENTATION AND CHASE PAY ARE PROVIDED "AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE CHASE PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE DOCUMENTATION AND CHASE PAY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CHASE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF CHASE PAY, THAT THE DOCUMENTATION OR CHASE PAY WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF CHASE PAY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN CHASE PAY WILL BE CORRECTED, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH CHASE PAY WILL NOT BE LOST, CORRUPTED OR DAMAGED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHASE OR A CHASE AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THESE T&CS. SHOULD CHASE PAY PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
11.4. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, CHASE WILL NOT BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, REPUTATIONAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE T&CS, YOUR USE, INABILITY TO USE, DEVELOPMENT EFFORTS OR PARTICIPATION IN CHASE PAY, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF CHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. FURTHER, IN NO EVENT SHALL CHASE’S TOTAL AGGREGATE LIABILITY TO YOU AND YOUR AFFILIATES FOR DAMAGES UNDER THESE T&CS EXCEED THE AMOUNT OF FEES RECEIVED BY PLATFORM PROVIDER FOR CHASE PAY TRANSACTIONS PROCESSED DURING THE IMMEDIATELY PRECEDING THREE-MONTHS.
12. General Legal Terms.
12.1. Consent to Collection and Use of Data. You acknowledge and agree that Platform Provider may provide, and the Chase Parties may collect, use, store, transmit, process and analyze such information as may be necessary or convenient to improve, or facilitate Your participation and use of, Chase Pay, and Chase may share such information with partners and third-party developers.
12.2. Independent Development. Nothing in these T&Cs will impair Chase's right to develop, acquire, license, market, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with Your Websites or any other products, services or technologies that You may develop, produce, market, or distribute. These T&Cs do not create any agency, partnership, joint venture, fiduciary duty, or other form of legal association between You and Chase, and You will not represent to the contrary. Except for the Chase Parties, these T&Cs do not confer any rights or benefits on any third party and are not enforceable by any person other than the parties hereto, their successors and permitted assigns.
12.3. Assignment. These T&Cs may not be assigned, nor may any of Your obligations under these T&Cs be delegated, in whole or in part, by You by operation of law, merger, or any other means without Chase’s express prior written consent and any attempted assignment without such consent will be null and void.
12.4. Severability. If any portion of these T&Cs is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, upon Chase’s request, the court will construe same in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the invalid or unenforceable portion will be severed from the T&Cs and the rest of the T&Cs shall remain in full force and effect.
12.5. Waiver; Construction. Failure by Chase to enforce any provision of these T&Cs shall not be deemed a waiver of any rights under this Agreement. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to these T&Cs. Section headings are for convenience only and are not to be considered in construing or interpreting these T&Cs.
12.6. OFAC Compliance. You represent and warrant neither You nor any Affiliate, material owner, officer, or director is a person with whom any Applicable Law prohibits United States persons from dealing, including those on the Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List. Further, You covenant to not cause Chase to be in violation of any regulation administered by such office.
12.7. Governing Law; Waiver of Jury Trial. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ITS EXISTENCE, VALIDITY OR TERMINATION) WILL BE GOVERNED BY NEW YORK LAW, EXCLUDING NEW YORK’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. PROVIDED, HOWEVER, THAT EACH PARTY MAY ENFORCE OR SEEK TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF RELATING TO ITS OR ITS AFFILIATES’ INTELLECTUAL PROPERTY RIGHTS IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM BASED ON, IN CONNECTION WITH OR INCIDENTAL TO, THESE T&CS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
12.8. Entire Agreement. These T&Cs constitute the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof.
12.9. Injunctive Relief. Without prejudice to any other rights or remedies of Chase, You acknowledge Chase may not have an adequate remedy at law for any breach of these T&Cs, and Chase shall be entitled to equitable relief, without posting any bond.