Terms and Conditions
Last Updated: 04/08/2024
These Terms of Service (as amended to date, “Terms”) between you (including your authorized employees, affiliates and agents) and Aurora Payments, LLC and its affiliates and agents, as applicable, (“Aurora”) govern your access to and use of Aurora’s products and services, including but not limited to any version of ARISE, RISE, or any other solution(s) (including equipment) that are provided to you for your use by Aurora under some agreed upon provision of service(s) (collectively, “Aurora Solutions”). Any of your obligations set out in these Terms will be in addition to, and not in substitution of, any other obligations imposed on you by Aurora, a third-party provider, or any affiliate and/or agent of Aurora (as applicable) under any separate agreement(s) related to the provision of services for Aurora Solutions.
1. Acceptance of Terms & Usage of Aurora Solutions.
1.1 You accept these Terms when you use any Aurora Solution or click to accept these Terms ( if this option is available). Your acceptance of these Terms creates an enforceable contract between you and Aurora. You cannot use the Aurora Solutions if you do not accept the Terms. When you accept the Terms on behalf of your business, you represent to Aurora that you have the authority to use Aurora Solutions and to accept these Terms.
1.2 Upon your acceptance of these Terms, you will be required to provide Aurora with the applicable information to create an “Aurora Account”. You shall provide Aurora with accurate, current, and complete information about you and your business (“Account Information”) and update your Account Information promptly after any changes. Aurora may terminate your Aurora Account and your access to Aurora Solutions if your Account Information is inaccurate or incomplete. You are responsible for any activity associated with your Aurora Account. At any time, Aurora may change the applications and/or functionality of Aurora Solutions.
1.3 Aurora Solutions may provide you with access to Aurora application software via 3rd party commercial web browser, as part of a 3rd party hardware and integrated payment applications, an online marketplace platform and/or links to such application software that you may obtain from Aurora or third-party developers (each, an “App”). While third-party Apps may interface or function with Aurora Solutions, you however acknowledge and expressly agree that these Apps are not deemed an Aurora Solutions. App developers provide Apps directly to you, and as such, you may be required to enter into agreements with App developers in order to use their Apps. You are solely responsible for your use of all Apps, compliance with the agreements for each of the respective Apps, and any associated fees or charges for these Apps. You acknowledge and expressly agree that you use all Apps at your own risk. Some Aurora Solutions and Apps (including Aurora and/or any third-party) may have additional terms that you must agree to before you can use them. You must comply with any and all operating procedures, requirements, and guidelines that are directly or indirectly related your use of Aurora Solutions.
2. Grant of License.
Aurora grants you a personal, limited, non-exclusive, revocable, non-transferable license to access and use Aurora Solutions pursuant to these Terms (or any other separate agreement(s) related to the provision of services for Aurora Solutions) for the operation and management of your business at any location(s) that are identified by Aurora, in its sole and absolute discretion.
3. Restrictions.
You shall not and shall not permit any third party to:
(a) access or attempt to access Aurora Solutions (or any part) that is not intended to be available to you;
(b) access or use (in any format) Aurora Solutions (or any part) through any time-sharing service, service bureau, network, consortium, or other means;
(c) perform or attempt to perform any actions that would interfere with the proper working of Aurora Solutions, prevent access to or use of Aurora Solutions by other users, or impose a large load on Aurora’s infrastructure, network capability or bandwidth;
(d) without Aurora’s expressed written consent, use, ship, or access Aurora Solutions (or any part) outside or from outside of the United States; or
(e) use Aurora Solutions except as permitted in these Terms without the expressed written consent of Aurora.
4. Restrictions and Limitations.
4.1 You may access Aurora Solutions through equipment that is identified by Aurora as compatible with and capable of accessing and/or supporting Aurora Solutions through the use of wired and/or wireless connection(s) to the Internet and/or any other standard industry acceptable means for gathering, storing, managing and/or communicating data for the provision of services for Aurora Solutions. You are solely responsible for the payment of any and all fees that may be imposed by your Internet/data services provider. Your use of Aurora Solutions is subject to: (a) the terms of any agreements you have with your Internet/data services provider; and (b) availability, transmission range and uptime of the services and any equipment for the provision of services for Aurora Solutions.
4.2 Aurora Solutions do not function with all equipment. In Aurora’s sole and absolute discretion and from time to time, Aurora may modify the equipment that is deemed approved as compatible with Aurora Solutions
4.3 You shall at all times comply with any operating procedures, requirements, or guidelines regarding your use of Aurora Solutions.
4.4 You agree that Aurora shall have no liability at all to you arising directly or indirectly from or otherwise concerning:
(a) any termination, suspension, delay, or disruption of Aurora Solutions (including billing for Aurora Solutions) by the Internet, any common carrier, or any third-party service provider for the provision of services for Aurora Solutions;
(b) any failure, disruption, or malfunction of Aurora Solutions, the Internet, or any communications network, facility, or equipment beyond Aurora or a third-party’s reasonable control;
(c) your failed attempts to access Aurora Solutions or to complete transactions via Aurora Solutions; or
(d) any failure to transmit, obtain or collect data or for human, machine, or software errors or faulty or erroneous input by you.
5. Communicating with Customers.
You must promptly comply with any and all customer’s opt-out requests. You may not use Aurora Solutions to send marketing communications, except to the contact information provided directly to you by the consumer and with the proper consumer consent as required by Applicable Law (as defined herein).
6. Third Party Solutions.
Aurora Solutions may contain links to services, products or promotions that are provided by third parties, not Aurora (“Third Party Solutions”). If you decide to use Third Party Solutions, you will be responsible for reviewing, understanding, complying with the terms and conditions associated with such Third-Party Solutions. Your access to, download of, or otherwise obtained content through your use of Third-Party Solutions is your own risk. Aurora will not be responsible or liable for any actions or any failures to act of any third party and expressly disclaims any and all liability related (directly or indirectly) to any Third Party Solutions. Aurora does not warrant, endorse, guarantee, or assume responsibility or liability for any provider of a Third Party Solutions that are directly or indirectly advertised or offered through Aurora Solutions or any hyperlinked website or service, 3rd party app store, Aurora’s Website (or any sub domain) or featured in any banner or other advertising. Aurora will not be a party to or in any way monitor any transaction between you and providers of Third Party Solutions.
7. Maintenance.
7.1 Aurora may perform maintenance on Aurora Solutions, which may result in service interruptions, delays, or errors; Aurora will not be liable for any such interruptions, delays, errors, or bugs. Aurora may contact you to assist you with Aurora Solutions and obtain information needed to identify and fix any errors.
7.2 Aurora may release enhancements, improvements, or other updates to Aurora Solutions. You shall integrate and install any update into your systems within 30 days of your receipt of notice from Aurora that such actions by you are required. Failure to install any updates in a timely fashion may impair the functionality of Aurora Solutions. Aurora will have no liability for your failure to properly install the most current version of any update, and Aurora will have no obligation to provide support or services for any outdated versions.
7.3 Certain software can automatically install, download, and/or deploy updated and/or new components, which may include a new version of the software itself; in no evet shall you directly or indirectly prevent, in any event or in any manner, interfere with these aforementioned processes. You agree to assume full responsibility and to indemnify Aurora for all damages and losses of any nature, for all adverse results or third-party claims arising from your interference with such processes.
8. Fees.
For your use of Aurora Solutions, you agree to pay the applicable fees, and all applicable taxes, duties, or other governmental assessments based on your use of Aurora Solutions as set forth these Terms or your applicable agreement for Aurora Solutions. Unless otherwise expressly stated in these Terms or your Aurora Solutions applicable agreement, Aurora may change the fees related to the provision of services for Aurora Solutions (including but limited to verified third party pass through costs), and in such case, we will promptly provide you with commercially reasonable notice. If you dispute any amounts you are charged, you must notify Aurora in writing within 30 days of incurring the charge that you dispute, unless otherwise expressly provided for in another applicable agreement. For avoidance doubt, in the event that you notify Aurora after 30 days, you agree Aurora has no obligation to affect any adjustments or refunds.
9. Term and Termination.
9.1 Your obligations under these Terms will continue for the longer of (a) your use of Aurora Solutions, (b) until you or we terminate your Aurora Account by giving the other 30 days’ notice, or (c) as otherwise provided in these Terms or other applicable agreement as expressly stated thereunder.
9.2 Notwithstanding anything herein to the contrary, Aurora may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to Aurora Solutions without any notice and liability for any reason, including if in Aurora’s sole determination you violate any provision of these Terms.
9.3 Upon termination of these Terms for any reason, you must immediately stop using Aurora Solutions and your license to use Aurora Solutions provided under these Terms will immediately expire. Subject to the foregoing sentence and Applicable Laws and card association rule requirements, Aurora will delete Account Data (defined below) that is stored on Aurora’s servers upon your termination of these Terms, and Aurora will not be liable to you or any third party for termination of access to Aurora Solutions or deletion of your Account Data.
9.4 The rights, obligations, and limitations in these Terms that by their nature should survive shall survive termination of these Terms.
10. Privacy Policy.
For information on how we protect your personal information, please read our Privacy Policy [link] which is hereby incorporated into these Terms. This policy explains how we treat your information when you access and use the Services.
11. Protecting Information.
11.1 You shall only use Aurora’s confidential information for the provision of services under these Terms or your applicable agreement for the provision of service(s) for Aurora Solutions, and you shall not disclose Aurora’s confidential information to any person, except as Aurora may agree in advance and in writing. At all times, you shall exercise commercially reasonable efforts to protect the confidential information that Aurora supplies or otherwise makes accessible to you. At Aurora’s request, you shall return to Aurora or destroy all of Aurora’s confidential information in your possession or control immediately upon your receipt of such request.
11.2 You are solely responsible for ensuring the confidentiality protection of your account numbers, passwords, security questions and answers, login details and any other security or access information used by you to use or access the Aurora Solutions. You are required to utilize commercially reasonable efforts to prevent unauthorized access to and use of any of your information or data used with or stored in or by the Aurora Solutions (collectively, “Account Data”). You are responsible for all electronic communications that contain Account Data that is sent to Aurora (or to any third-party) and for all uses of the Aurora Solutions in association with your Account Data regardless of whether such communications were authorized by you or not. In the event that you become aware of any loss, theft, or unauthorized use of any Account Data, you are required to immediately notify Aurora. Aurora reserves the right to deny you access to the Aurora Solutions, in whole or in part, if Aurora believes that any loss, theft or unauthorized use of any Account Data or access information has occurred.
12. Intellectual Property.
12.1 All right, title and interest in and to all confidential information and intellectual property related to Aurora Solutions (including Marks (as defined herein), all software, the content of any materials, website contents and layout, processing techniques, procedures, algorithms, and methods and any updates, changes, alterations, or modifications to or derivative works from such intellectual property), owned, developed or licensed by Aurora at any time or employed by Aurora in connection with the Aurora Solutions, shall be and remain, as between Aurora and you, Aurora’s or its affiliates’, Aurora’s vendors’ or licensors’ (as applicable) sole and exclusive property and all right, title and interest associated with the Aurora Solutions not expressly granted by Aurora in these Terms are deemed withheld. You may not use Marks in any manner, including in any advertisements, displays, or press releases, without Aurora’s prior written expressed consent. “Marks” are Aurora’s names, logos, emblems, brands, service marks, trademarks, trade names, taglines, or any and all other proprietary designations.
12.2 You shall not, and shall not permit any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms of the Aurora Solutions, (or any part), except to the extent that such restriction is expressly prohibited by law; (b) modify, translate, or alter in any manner, the Aurora Solutions (or any part) or the Marks; (c) create derivative works of or based on the Aurora Solutions (or any part), or the Marks; (d) except for backup and archival purposes as expressly consented to by Aurora, directly or indirectly copy the Aurora Solutions (or any part); (e) republish, upload, post, transmit, disclose, or distribute (in any format) the Aurora Solutions (or any part), except as permitted in these Terms; or (f) remove, relocate, or otherwise alter any proprietary rights notices from the Aurora Solutions (or any part) or the Marks.
12.3 If Aurora provides you with copies of or access to any software or documentation, then, unless otherwise expressly stated in writing, such software and documentation are provided on a personal, non-exclusive, non-transferable, non-assignable, revocable limited license for the period of your authorized usage of Aurora Solutions and solely for you to access and use the software and documentation in order for you to use Aurora Solutions for its intended purpose(s).
12.4 You shall not take any action that is contrary with the expressed stated purpose(s) of this Section. You will not file any action, in any forum that challenges the ownership of any part of the Aurora Solutions, any related software, materials or documentation. Failure to comply with this provision will constitute a material breach of these Terms and consequently made lead to immediate termination of your usage of Aurora Solutions.
12.5 Feel free to contact us regarding any comments or ideas about the Aurora Solutions (including improvements to Aurora Solutions)by using the Aurora contact information provided herein. If you provide an idea to Aurora, you acknowledge and expressly agree that: (a) Aurora expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any idea; (b) your submission will be non-confidential; and (c) Aurora is free to use and disclose the idea on an unrestricted basis without notifying or compensating you. You release Aurora from all liability and obligations that may arise from Aurora’s receipt, review, use or disclosure of any portion of any idea.
13 Aurora Solutions Disclaimer.
YOUR USE OF AURORA SOLUTIONS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAWS, AURORA SOLUTIONS ARE PROVIDED “AS IS”. AURORA DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF AURORA SOLUTIONS. AURORA DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES THAT AURORA SOLUTIONS: (i) WILL OPERATE UNINTERUPTED OR ERROR FREE, (ii) ARE SECURE, FREE OF VIRUSES, OR OTHER HARMFULL COMPONENTS, OR (iii) NOT INFRINGE ON THE RIGHTS OF ANY PERSON.
14. Your Responsibilities.
14.1 You shall: (a) comply with the requirements of any and all applicable federal, state and local laws, regulations, rules, or any other legal requirements or standards that are related to the use of Aurora Solutions, including but not limited to those related to your use and provision of any cardholder data, customer information or other point of sale data accessed or provided in connection with the Aurora Solutions, those related to you obtaining any required consent when collecting and using customer contact details to communicate with your customers through Aurora Solutions, and those related to your compliance with any tax laws and regulations as result of the provision of services for Aurora Solutions (collectively, “Applicable Laws”), and (b) use the Aurora Solutions only in the manner permitted in these Terms or your applicable Aurora Solutions agreement(s). You shall not use the Aurora Solutions (collectively or any part) for any illegal purposes.
14.2 You are solely responsible: (a) for obtaining all required permits, consents, and licenses; (b) for monitoring legal developments applicable to your usage of Aurora Solutions and the operation of your business: (c) interpreting Applicable Laws, determining your requirements for compliance with all Applicable Laws; (d) and maintaining your on-going compliance program.
14.3 You are solely responsible for ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding your business that you provide to Aurora or its service providers in connection with Aurora Solutions. In addition, as applicable, you are solely responsible for verifying all information and data that is loaded on to Aurora Solutions equipment (or its service providers) are accurate prior to your usage of such equipment and/or Aurora Solutions. Aurora and its service providers disclaim any and all liability arising out of any inaccuracies with respect to any information or data that you provide.
14.4 By using foregoing links for the purposes of accessing and using Apps for the provision of services for Aurora Solutions, you hereby agree to the applicable respective terms and services of each: Apple and Google.
15. Limitation of Liability and Damages.
Neither Aurora nor its affiliates or directors, officers, employees, agents, or subcontractors will be liable under any theory of tort, contract, or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, special, punitive, incidental, indirect, or consequential damages arising out of or related to these Terms or your applicable agreement for Aurora Solutions (unless otherwise expressly stated to the contrary in your applicable agreement for Aurora Solutions), each and every one of which is excluded by agreement of you and Aurora, regardless of whether such damages were foreseeable or whether any person has been advised of the possibility of such damages. Unless otherwise expressly stated to the contrary in your applicable agreement for Aurora Solutions, Aurora’s (and its affiliates) cumulative liability for all losses, claims, suits, controversies, breaches, or damages for any cause (including any of Aurora’s indemnification obligations), regardless of the form of action or legal theory, will not exceed ten thousand dollars ($10,000).
16. Indemnity.
You will indemnify, defend, and hold Aurora harmless (and Aurora’s employees, directors, agents, affiliates, and representatives) 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 these Terms or your applicable agreement for Aurora Solutions, including without limitation any violation of our policies or the card associations’ rules;
(b) your wrongful or improper use of the Aurora Solutions or any Third Party Solutions;
(c) any transaction submitted by you through the Aurora Solutions or any Third Party Solutions (including without limitation the accuracy of any product 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 use of any personal information obtained in connection with your use of the Aurora Solutions, any Third Party Solutions, or any equipment or App that are for the provision of services for Aurora Solutions;
(f) the activities under your Account, or any other party’s access and/or use of the Aurora Solutions, any Third Party Solutions, or equipment with your unique username, password, API key, payment key’s or other appropriate security code;
(g) your failure to maintain reasonable security in connection with the use of the Aurora Solutions, any Third Party Solutions, or any equipment or App that are for the provision of services for Aurora Solutions;
(h) any data breach, information security incident, or the equivalent thereof that arises from your action or inaction;
(i) your violation of any law, rule or regulation of the United States or any other country; or
(j) any other party’s access and/or use of the Aurora Solutions or any Third Party Solutions with your usernames, password, and any other sign on credentials/access controls for the Aurora Solutions or any software provided or approved by Aurora to authenticate access to, and use of, the Aurora Solutions, any Third Party Solutions, and any software.
17. Representation and Warranties.
You represent and warrant that:
(a) you are validly existing, in good standing and have the right, power, and authority to enter into and perform under these Terms;
(b) any sales transaction submitted by you: (i) is genuine and arises from a genuine sale or service that you directly sold or provided, (ii) accurately describes the goods or services sold and delivered to a purchaser (including you usage of MCCs) and (iii) represents the correct amount of goods or services purchased from your business;
(c) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the consumer;
(d) you, all transactions initiated by you and your use of the Aurora Solutions will comply with all Applicable Laws;
(e) except in the ordinary course of business, no sales transaction submitted by you through the Aurora Solutions will represent a sale to any principal, partner, proprietor, or owner of your entity;
(f) you will not fraudulently use the Aurora Solutions;
(g) you have obtained all necessary and appropriate rights or given any necessary notices required for Aurora to process Aurora Data as set forth in these Terms or your applicable agreement for Aurora Solutions; and
(h) using the provision of service(s) for Aurora Solutions, you will not engage in and will not accept payment for any illegal activity.
18. Consent to Electronic Communication.
18.1 You agree that Aurora, its affiliates and its third party subcontractors and/or agents, may use, in addition to any live calls, an automatic telephone dialing system, an artificial or pre-recorded voice, or both, to contact you at the telephone number(s) you have provided, and/or may leave a detailed voice message if you are unable to be reached, even if the number provided is a cellular or wireless number or if you have previously registered on a Do Not Call list or requested not to be contacted for solicitation purposes.
18.2 You consent to receiving commercial electronic messages, including e-mail messages, SMS and text messages, and telephone calls, from Aurora, its affiliates, and its third-party sales contractors and/or agents.
19. Amendment.
Aurora has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Aurora Solutions upon notice that Aurora deems in its our sole discretion to be reasonable in the circumstances, including such notice on Aurora’s website or any other website maintained or owned by Aurora. Any use of the Aurora Solutions after Aurora’s publication of any such changes or providing notice shall constitute your acceptance of these Terms as modified.
20. Assignment.
These Terms, and any rights or licenses granted hereunder, may not be transferred, or assigned by you (including by operation of law, transfer of voting control of you or otherwise) without Aurora’s prior written consent, but may be assigned by Aurora without restriction.
21. General Provisions.
These Terms are a complete statement of the agreement between you and Aurora and describe the entire liability of Aurora, its affiliates, its vendors, and its suppliers, and your exclusive remedy with respect to your use and access to the Aurora Solutions. In the event of a conflict between these Terms and the Privacy Notice, the Privacy Notice shall prevail. These Terms shall be governed and construed in accordance with the laws of the State of Nevada without regard to its conflicts of law provisions. You and Aurora agree to submit to the exclusive jurisdiction of the courts located within the Clark County, Nevada to resolve any legal matter arising from these Terms. If any provision of these Terms 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. These Terms do not limit any rights that Aurora may have under trade secret, copyright, patent, or other laws or applicable agreement related to the provision of service for Aurora Solutions. Except for Aurora’s affiliates and as otherwise stated herein, no persons shall be third party beneficiaries to these Terms. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Aurora’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Notices sent to your last known e-mail address or postal address, as indicated in our records, shall constitute effective notice to you under these Terms.
22. Contacting Aurora.
If you have any questions about these Terms, please contact Aurora at info@risewithaurora.com Except as otherwise stated in these Terms or any applicable agreement related to the provision of service for Aurora Solutions, all notices to Aurora required or permitted in these Terms relating to the Aurora Solutions shall be in writing and sent by postal mail to: 5475 S. Decatur Blvd, Ste 200 Las Vegas, Nevada 89118. Notices shall be effective when actually received or, if sent by courier, when delivered.