Welcome, and thank you for your interest in Transaction Resources, LLC d/b/a OnCore Payment Technologies (“OnCore,” “we,” or “us”) and our website at https://www.payoncore.com, including public subdomains of that website, if any (collectively, the “Site”). These Terms of Use are a legally binding contract between you and OnCore regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the SITE. YOUR USE OF THE SITE, AND ONCORE’S PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY ONCORE AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE

Except for certain kinds of disputes described in Section 13, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND ONCORE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 13)

Overview

The Site provides information about OnCore and our technology and services. If you or an entity for which you work or which you represent (an “Entity”) enters into an agreement with OnCore, whether in writing or electronically by virtue of a click-through or otherwise (an “OnCore Agreement”), the terms and conditions applicable to your and such Entity’s access and use of our technology and services will be the terms and conditions of the OnCore Agreement and not these Terms.

Eligibility

You must be at least 18 years old to use the Site or receiving a Demo (defined below in Section 3.1). By agreeing to these Terms, you represent and warrant to us that:

Licenses; Access Rights

Limited Access; Registration

Subject to your complete and ongoing compliance with these Terms and in some cases, your registration with us, OnCore grants you, solely for your personal use, or if you are accessing the Site on behalf of an Entity, solely for use by you on behalf of the Entity for the internal purposes of the Entity only, and not in any case for production or commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and view and/or use the Site, including but not limited in connection with your access to a webinar, white paper, video, blog and/or a live or pre-recorded demonstration of our technology or services (each, a “Demo”) available through the Site (collectively, the “Content,” and to the extent registration is required for such access, “Registered Content”).

Access Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

Information You Submit

You may

Registration Information and Career Opportunity Information will be used by us as set forth in the Privacy Policy available at https://payoncore.com/privacy-policy. Do not submit any information or other materials that you consider confidential or proprietary through the Site or as part of your access to Content, other than the Registration Information and Career Opportunity Information. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site or the Materials (collectively, the “Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant OnCore an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Site or the Materials and/or create other technology and services.

Ownership; Proprietary Rights

All Materials are protected by intellectual property and other laws and are the property of OnCore or its third-party licensors. Except as expressly authorized by OnCore, you may not make use of the Materials. OnCore reserves all rights to the Materials not granted expressly in these Terms.

Linked Websites.

The Site may contain links to third party websites. Linked websites are not under OnCore’s control, and OnCore is not responsible for their content. We provide access to such third party websites only as a convenience and we are not responsible for the content, products or services on or available from such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites.

Cookies Policy

Last updated: March 28, 2024

This Cookies Policy explains what Cookies are and how We use them. You should read this policy so You can understand what type of cookies We use, or the information We collect using Cookies and how that information is used.

Cookies do not typically contain any information that personally identifies a user, but personal information that we store about You may be linked to the information stored in and obtained from Cookies. For further information on how We use, store and keep your personal data secure, see our Privacy Policy.

We do not store sensitive personal information, such as mailing addresses, account passwords, etc. in the Cookies We use.

Interpretation and DefinitionsInterpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Cookies Policy:

The use of the CookiesType of Cookies We Use

Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser.

We use both session and persistent Cookies for the purposes set out below:

Your Choices Regarding Cookies

If You prefer to avoid the use of Cookies on the Website, first You must disable the use of Cookies in your browser and then delete the Cookies saved in your browser associated with this website. You may use this option for preventing the use of Cookies at any time.

If You do not accept Our Cookies, You may experience some inconvenience in your use of the Website and some features may not function properly.

If You'd like to delete Cookies or instruct your web browser to delete or refuse Cookies, please visit the help pages of your web browser.

For any other web browser, please visit your web browser's official web pages.

More Information about Cookies

You can learn more about cookies here:All About Cookies by TermsFeed.

Contact Us

If you have any questions about this Cookies Policy, You can contact us:

Prohibited Conduct

BY ACCESSING OR USING THE SITE OR THE MATERIALS OR RECEIVING A LIVE DEMO FROM ONE OF OUR REPRESENTATIVES YOU AGREE NOT TO:

use, display, mirror or frame the Site or the Materials or any individual element within the Site or the Materials, OnCore’s name, any OnCore trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page or use any meta tags or other hidden text or metadata utilizing an OnCore trademark, logo URL or software or service name; access, tamper with, or use non-public areas of the Site, OnCore’s computer systems, or the technical delivery systems of OnCore’s third party service providers; use the Site or Materials for any illegal purpose or in violation of any local, state, national, or international law;

violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

attempt to probe, scan or test the vulnerability of any OnCore system or network or breach any security or authentication measures or interfere with security-related features of the Site or the Materials, including by:

sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.

Modification of these Terms.

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Material modifications are effective upon acceptance of the modified Terms, demonstrated by your continued use of the Site or the Content. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Modification of the Site; Materials

OnCore reserves the right to modify or discontinue the Site and/or any Materials at any time (including by limiting or discontinuing certain features of the Site or the Materials), temporarily or permanently, without notice to you. OnCore will have no liability for any change to the Site or the Materials or any suspension or termination of your access to or use of the Site or the Materials.

Term

These Terms are effective beginning when you accept the Terms or first access, or use the Site, and ending when terminated as described in this Section 9. If you violate any provision of these Terms, your authorization to access the Site, the Materials and these Terms automatically terminate. In addition, OnCore may, at its sole discretion, terminate these Terms, or suspend or terminate your access to the Site or the Materials, at any time for any reason or no reason, with or without notice. Upon termination of these Terms:

Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, all Demos and the Materials, and you will defend, indemnify and hold harmless OnCore and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “OnCore Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with:

Disclaimers; No Warranties

THE SITE AND ALL MATERIALS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OnCore DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS, INCLUDING:

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. OnCore does not disclaim any warranty or other right that OnCore is prohibited from disclaiming under applicable law.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE OnCore ENTITIES OR their sERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOST REVENUES, LOST SAVINGS, LOSS DATA, LOST BUSINESS OPPORTUNITY, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, ANY MATERIALS OR ANY LIVE DEMO, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OnCore ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE OnCore ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE, A LIVE DEMO OR THE MATERIALS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Dispute Resolution and Arbitration

Generally

In the interest of resolving disputes between you and OnCore in the most expedient and cost effective manner, and except as described in Section 13.2 and 13.3, you and OnCore agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ONCORE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions

Despite the provisions of Section 13.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 13.3 within 30 days after the date that you agree to these Terms by sending a letter to OnCore Technology, Inc., Attention: Marketing – Arbitration Opt-Out, 1070 West Main Street, Richmond, Vermont 05477 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once OnCore receives your Opt-Out Notice, this Section 13.3 will be void and any action arising out of these Terms will be resolved as set forth in Section 14.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator

Any arbitration between you and OnCore will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting OnCore. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice of Arbitration; Process.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). OnCore’s address for Notice is: Transaction Resources, LLC 1070 West Main Street, Richmond, Vermont 05477. The Notice of Arbitration must:

The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or OnCore may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or OnCore must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by OnCore in settlement of the dispute prior to the award, OnCore will pay to you the higher of:

Fees

If you commence arbitration in accordance with these Terms, OnCore will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Boston, MA, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted:

No Class Actions.

YOU AND ONCORE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and OnCore agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision

If OnCore makes any future change to this arbitration provision, other than a change to OnCore’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to OnCore’s address for Notice of Arbitration, in which case your account with OnCore will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability

If Section 13.7 or the entirety of this Section 13 is found to be unenforceable, or if OnCore receives an Opt-Out Notice from you, then the entirety of this Section 13 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 14.2 will govern any action arising out of or related to these Terms.

Miscellaneous

General Terms. These Terms, together with the Privacy Policy available at https://payoncore.com/privacy-policy (the “Privacy Policy”), and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and OnCore regarding your use of the Site and the Materials. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law

These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. Each of you and OnCore submits to the personal and exclusive jurisdiction of the state courts and federal courts located within Boston, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms.

Privacy Policy.

Please read the Privacy Policy https://payoncore.com/privacy-policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Additional Terms

Your use of the Site and the Materials is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of OnCore (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications.

By using the Site, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Contact Information. The Site is offered by Transaction Resources, LLC, located at 1070 West Main Street, Richmond, Vermont 05477. You may contact us by sending correspondence to that address or by emailing us at legal@payoncore.com.

Notice to California Residents.

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

No Support.

We are under no obligation to provide support for the Site or the Materials. In instances where we may offer support, the support will be subject to published policies.

International Use.

The Site and all Materials are intended for visitors located within the United States. We make no representation that the Site or the Materials are appropriate or available for use outside of the United States. Access to the Site or the Materials from countries or territories or by individuals where such access is illegal is prohibited.

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