Terms of Use This agreement (“Agreement”) that you are entering into with Alto Global Processing, LLC and its wholly owned subsidiary Alto Global B.V. (“Company”) with its principal office located at 3401 N. Miami Avenue, Suite 241-242, Miami, Florida 33127 USA is a legal document that details your rights and obligations. By visiting this website or using our goods and services you agree to be bound by the terms and conditions of this Agreement. If you do not agree please do not use or access our goods and services.  The Company website and related services are offered to you conditioned upon your acceptance without modification of this Agreement. From time to time, it may be necessary for Company to update or revise certain provisions of this Agreement. By using this Web Site or using our goods and services and accepting the Agreement, you agree that Company may change the terms of this Agreement in its sole discretion without specific notice to you. If you don’t agree to the changes proposed by Company, or to any terms in this Agreement, your only remedy is to cancel your use of the services offered under this Agreement. This Agreement may be amended by Company by posting a new version of this Agreement within the control panel or any place that you have access to in order to view the revised Agreement.  Any new version of this Agreement will immediately replace in its entirety this Agreement. 1.  Description of Service Company operates altopay.com, altoglobalprocessing,com, altoshield.com, and altoram.com and associated web pages, which, for purposes of this Agreement, will be referred to as the “Company Web Site(s)”. Company offers you access to the Company Web Sites, which provides you access to a collection of resources, including, but not limited to, Company’s payment processing services and any other services offered to you now or in the future by Company (the “Service(s)”). Company offers you access to the Company Web Site and your agreement to accept and comply with the terms, conditions, policies and notices stated here and as may be modified by Company from time-to-time in its sole discretion without notice to you. Notwithstanding the foregoing, Company reserves the right to reject any registration for any reason. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement. 2. General Use of the Company Web Site You promise that you will not use the Company Web Site or the Service in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Company Web Site. This means, among other activities, that you agree not to engage in the practices of screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or other information. You agree that you will not use the Service in any manner that could damage, disable, overburden, or impair the Company Web Site or interfere with any other party’s use and enjoyment of the Company Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Company Web Site. Except with the written permission of Company, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Company Web Site. Unauthorized individuals attempting to access prohibited areas of the Company Web Site may be subject to prosecution.   3. Registration In order for you to participate in the Service, Company will require that you provide specific information about yourself and/or your business. If you choose to participate, you agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity (such information being “Member Data”). Member Data and certain other information about you and/or your business are subject to our Privacy Policy. You agree and acknowledge that Member Data from the registration process is used to send you information about Company and the Service, including, but not limited to, the use of your email address for newsletters and other necessary company communication. For more information, Company urges you to review the Company Privacy Policy that is part of this Agreement. 4. Third Party Content The Company Web Site contains content and information from third party providers and/or links to their Web sites (“Third Party Content”). Such content is not under the control of Company and Company is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Company is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by Company of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. Company does reserve the right to remove content that, in Company’s judgment, does not meet its standards, but Company is not responsible for any failure or delay in removing such material. Company is not and will not be responsible for (i) the terms and conditions of any transaction between you and any third party, (ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release Company (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. 5. (A) DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO YOU AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF COMPANY’S OBLIGATIONS. (B) LIABILITY LIMITATIONS: UNDER NO CIRCUMSTANCES SHALL COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF IN CONNECTION WITH YOU USE, OR INABILITY TO USE, THE COMPANY WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE COMPANY WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES ON OR OBTAINED THROUGH THE COMPANY WEBSITE, DELAY IN BECOMING OR YOUR FAILURE TO BECOME COMPLIANT. COMPANY SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES SHALL COMPANY’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED A MAXIMUM OF ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE. 6. Indemnification You agree to indemnify, defend, and hold harmless Company, its employees, members, directors, managers, officers or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any failure by you or any employee, agent or you of you to comply with the terms of this Agreement; (ii) any warranty or representation made by you being false or misleading; (iii) any representation or warranty made by you or any employee or agent of You to any third person other than as specifically authorized by this Agreement, (iv) negligence of you or your subcontractors, agents or employees, or (v) any alleged or actual violations by you or your subcontractors, employees or agents of any card association rules, governmental laws, regulations or rules. 7. Copyright and Trademark Notices All materials on the Company Web Site (as well as the organization and layout of the Company Web Site) are owned and copyrighted or licensed by Company, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials at the Company Web Site is permitted without the written permission of Company. Any rights not expressly granted herein are reserved. Without Company’s prior permission, you agree not to display or use in any manner, any of Company trademarks, whether registered or not. 8. Intellectual Property “Intellectual Property” means all of the following owned by a party:  (i) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names.  The rights owned by a party in its Intellectual Property shall be defined, collectively, as “Intellectual Property Rights.”  Other than the express licenses granted by this Agreement, Company grants no right or license to you by implication, estoppel or otherwise to any Intellectual Property Rights of Company.  Each party shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein.  Company (and not you) shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for any Intellectual Property Rights incorporated therein.  You will cooperate with Company in pursuing such protection, including without limitation executing and delivering to Company such instruments as may be required to register or perfect Company’s interests in any Intellectual Property Rights and any assignments thereof.  You shall not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation received from Company in connection with this Agreement. Company shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the existing Company products or services and/or any new programs, upgrades, modifications or enhancements developed by Company in connection with rendering any Service to you, even when the same result from yours request.  To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Company by virtue of this Agreement or otherwise, you hereby transfer and assign (and, if applicable, shall cause its affiliates to transfer and assign) to Company all rights, title, and interest which you or any of its affiliates may have in and to such refinements and improvements.  You will take all necessary action to assure Company’s property rights to its Intellectual Property Rights and any extensions thereunder will be protected. 9. Modification Company reserves the right at any time and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. 10. General Terms If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.  No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question.  All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein.  This Agreement shall be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly.  No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.  Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.  You may not assign this Agreement without the written consent of Company.  Company may assign this Agreement in its sole discretion without the written consent of you.  The section headings contained in this Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation of this Agreement.  This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns.  Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida when in the USA or the laws of the Netherlands when in Europe (irrespective of its choice of law principles).