This PayLink website (the 'Site') is being provided as a service tool by Highwoods Realty Limited Partnership ('Highwoods'). Prior to using this Site, please carefully read the PayLink Terms and Conditions of Use (the 'Terms') provided below. By using this Site you understand and agree that the Site, content on the Site, and any online service provided via the Site (the 'Services') are governed exclusively by these Terms. By using the Services or Site, you confirm that you have read and understand the Terms and agree to be bound by them.
If you do not agree to these Terms, you may not use the Service or the Site. Please note that Highwoods may at any time and without notice to you change the Terms at its sole discretion. When such changes are made, Highwoods will make a new copy of the Terms available on the Site. You agree that your use of the Service or Site will always be subject to the most current version of these Terms at the time of such use.
2. USE OF SITE AND SERVICES. You acknowledge and agree that the Site and Services are only to be used by you for the payment of certain invoices issued to you by Highwoods or one of its affiliate for services rendered in connection with your lease of commercial office space. The Site and/or Services are not permitted to be used for any other purpose and you agree to use the Site and the Services only for the foregoing purpose and in full compliance with the Terms and any applicable laws, rules or regulations.
3. INVOICE PAYMENTS.
(a) Payment of invoices through the Site shall only be done by automated clearing house ('ACH') with each such payment being a 'Transaction'. With every Transaction, you agree to comply with all obligations imposed on you by all applicable federal, state or local laws, rules or regulations. Each time you initiate a one-time payment Transaction, you authorize BluePay to initiate an automated clearing house (ACH) debit transaction to your checking or savings account in the amount of the Transaction.
(b) Payments made via the Site shall be governed by the terms of any lease or other agreement between you and Highwoods (or its affiliates). Nothing contained in these Terms shall be deemed to modify the terms of any such lease or other agreement. PLEASE ENTER INFORMATION CAREFULLY. EXCEPT AS OTHERWISE PROVIDED IN YOUR LEASE, IF AN ACH PAYMENT IS REJECTED OR RETURNED FOR ANY REASON, YOUR ACCOUNT WILL BE ASSESSED A FEE EQUAL TO THE MAXIMUM LAWFUL BAD CHECK FEE.
(c) Any ACH payments made via the Site shall be from business bank accounts. No ACH payments may be made from consumer bank accounts.
(d) Highwoods may terminate the Site or the PayLink Services at any time in its sole discretion. Highwoods will provide you with reasonable notice of such termination, and any payments made after the termination shall be in the form and manner required by the lease or other agreement between you and Highwoods.
4. ACCESS CONTROLS. You will be required to register and to obtain a username and password in order to use the Site and the Services to make ACH payments. You are responsible for maintaining the confidentiality of your user names and passwords and you accept responsibility for all activities, charges and damages that occur under your account. YOU MUST NOTIFY HIGHWOODS IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR ACCOUNT OR IF YOU BELIEVE THAT YOUR LOGIN OR PASSWORD IS NO LONGER CONFIDENTIAL AND KNOWN ONLY TO YOU. We reserve the right to suspend your account or require you to alter your login or password if we believe for any reason that your login or password is no longer secure. YOU MAY NOT SHARE YOUR SERVICE ACCOUNT LOGIN OR PASSWORD WITH ANY OTHER PERSON, FOR ANY REASON. Highwoods will not be responsible for any loss or damage resulting from your sharing of your login or password, or your failure to notify Highwoods of unauthorized use. If Highwoods requests registration information from you, you must provide Highwoods with accurate and complete information and must update the information when it changes.
5. HIGHWOODS MONITORING. Highwoods reserves the right to investigate any potential violations of these Terms of which it may become aware, and Highwoods may at its sole discretion, immediately terminate, to the extent practicable, your right to use the Site or Services without notice to you. If, as a result of any Highwoods investigation, Highwoods believes that criminal activity may have occurred, Highwoods reserves the right to refer the matter to, and cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable law, Highwoods is entitled to disclose any information, including your content or personal information, in Highwood's possession in connection with your use of the Services to:
(a) Comply with applicable law, legal process or governmental request;
(b) Enforce the Terms;
(c) Respond to any claims that your use of the Site or Services violates the Terms or rights of third parties; or
(d) Protect the rights, property or personal safety of Highwoods, Site users or the public, and law enforcement or other government officials, as Highwoods in its sole discretion believes to be necessary or appropriate.
6. LINKS TO THIRD PARTY SITES. The Site and Services may include links that will take users to other websites operated by third parties ('Linked Sites'). The Linked Sites are provided by Highwoods as a convenience and the inclusion of links to Linked Sites does not imply any endorsement by Highwoods of any Linked Site. Highwoods has no control over the Linked Sites or the material contained on such Linked Sites, and you agree that Highwoods is not responsible for the availability or contents of any Linked Sites (including any content or material available on such Linked Sites).
7. MODIFICATION TO SITE AND SERVICES. Highwoods may at any time and from time to time modify or discontinue, temporarily or permanently, the Site or Services, or any portion thereof, with or without notice to you. You agree that Highwoods shall not be liable to you for any modification, suspension or discontinuance of the Site or Services.
8. TERMINATION. Highwoods may immediately terminate the Site and/or Services or your individual use of the Site or Services at any time and for any reason or no reason. You acknowledge and agree that any such termination shall be in Highwoods' sole discretion and that Highwoods shall not be liable to you or any third party for any termination of the Site or your access or use of the Site or Services.
9. DISCLAIMERS. THE SITE AND THE SERVICES PROVIDED THEREON ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, HIGHWOODS MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR VIRUS- OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HIGHWOODS OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL HIGHWOODS OR ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, PARTNERS, SUPPLIERS, OR CONTRACTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE SERVICES OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT FORESEEABLE OR WHETHER HIGHWOODS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. INDEMNITY AND LIABILITY. You agree to indemnify, defend and hold Highwoods, its affiliates, and their officers, directors, agents, employees, partners, suppliers and contractors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site or Services, your violation of the Terms, or your violation of any rights of another.
12. DISPUTE RESOLUTION. All matters relating to the Terms, the Site, the Services, and/or your access to or use of the Site and/or Services shall be governed by the Laws of the State of North Carolina, without regard to conflict of laws principles. You agree that any claims or disputes existing between you and Highwoods with respect to the Terms, the Site, the Services, and/or your access to or use of the Site and/or Services shall be submitted to the sole and exclusive jurisdiction of the courts located in Wake County, North Carolina and you agree to submit to the personal jurisdiction of the courts located in Wake County, North Carolina.
(a) Any notice provided to Highwoods pursuant to the Terms should be sent to: Highwoods Properties, Inc., 3100 Smoketree Court, Suite 600, Raleigh, NC 27604, Attn: Legal Department.
(b) These Terms constitute the entire agreement between Highwoods and you with respect to your access to or use of the Site or Services and supersede any prior agreements between you and Highwoods with respect to such subject matter.
(c) If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
(d) Any failure by Highwoods to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.