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[jv_columns] [jv_column class="jv-column col-xs-12 col-sm-6 text-center"]    [/jv_column] [jv_column class="jv-column col-xs-12 col-sm-6 pl-50 pl-xs-20"] [jv_heading style="style4" heading_text="Paying your medical bill
is simple!" heading_tag="h2" heading_class="text-uppercase font-montserrat mb-40 text-bold" sub_text="ImaginePay gives you the flexibility to make payments to your providers from anywhere you chose. Paying your bills just got simple!" sub_text_size="0" align="none" class="mb-60"] [jv_button style="general" outline="yes" url="https://www.imagineteam.com/healthcare/software/self-serve-patient-portal"]LET'S GO![/jv_button] [/jv_column] [/jv_columns]
[jv_columns] [jv_column class="jv-column col-xs-12 col-sm-8 text-center pull-right"] ImaginePay [/jv_column] [jv_column class="jv-column col-xs-12 col-sm-4"] [jv_heading style="style4" heading_text="Requires minimal info
from your statement." heading_tag="h2" heading_class="text-uppercase font-montserrat mb-40 text-bold" sub_text="Making a payment is simple. All you need is your provider ID from your statement, your personal information and a payment method." sub_text_size="0" align="none" class="mb-60"] [jv_button style="general" outline="yes" url="http://pay.imaginepay.com"]GET STARTED[/jv_button] [/jv_column] [/jv_columns]

Pay in 5 Simple Steps

Check out how easy it is to make a payment. This is how it works...

1. Provider Balance

First we retrieve your balance using some basic information found on your billing statement. By entering the account number, provider, and patient date of birth we are able to locate your account balance.

Step 1
 

2. Payment Amount

Now that we have located your balance, you are able to select the amount you wish to pay. Choose to either pay the minimum expected payment or pay the total balance.

Step 2
 

3. Payment Method

Select your preferred payment method. For your convenience we accept all major credit cards and ACH debits.

Step 3
 

4. Billing Address

Once you have selected an amount to pay and how you would like to pay, enter the billing address associated with the payment to verify the card holder information.

Step 4
 

5. Confirm Payment

Review your selections and confirm your payment details. It's as simple as that! We're ready to serve you with our hassle free process.

Step 5
 

Technology Partners, LLC  –  imaginepay.com

 

PRIVACY POLICY

 

Last Updated:  December 27, 2023

 

Introduction

 

We are Technology Partners, LLC d/b/a ImagineSoftware (the “Company”, “we”, “us”, or “our”). Our address is 8757 Red Oak Blvd., Charlotte, NC 28217 and our telephone number is (704) 526-2069.  We operate the website located at https://imaginepay.com/ (the “Website” or “ImaginePay”).  This privacy policy informs you of our policies regarding the collection, use, and disclosure of information we collect from users of the Website. 

By using the Website, you accept and agree to everything set forth in this privacy policy.  We may update this privacy policy from time to time, and the updated version will be effective as soon as it is accessible.  We encourage you to review this privacy policy frequently.  Continued use of the Website constitutes acceptance of the practices as described in the revised Privacy Policy.  If you have any questions, please submit your question in writing to This email address is being protected from spambots. You need JavaScript enabled to view it..

Information We Collect

We may collect the following information from you as you explore and use the Website:

  • Personal information you provide to us, such as your name, address, phone number, email address, date of birth, age, and login credentials
  • Payment data (such as credit card information), which is stored by our affiliated payment processor(s)
  • Your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, and location
  • Site usage patterns, page visit data, transaction history

We collect information directly from you via your use of the websites.  We also may collect limited information about you from public databases, marketing platforms, social media platforms, and other third-party sources.  We and our service providers may achieve the above through collection of identifiers, such as cookies, pixels, web beacons, and other technologies, and storage of certain types of information (e.g., click stream information, browser type, time and date, hardware/software information, cookie, and session ID) whenever you interact with us.  We also allow third-party companies (e.g., Google Analytics, ZoomInfo) to place tags on our digital properties once approved through our tagging process.  The tags may collect information from your interactions on imagineteam.com.  Our Privacy Policy does not cover these third-party companies.  Please contact these third-party companies (i.e., Google, which is currently the only such third-party) directly for more information about their privacy policy and your choices regarding the tags and the information collected by the tags.  For information regarding how Google uses data when you use partners’ sites or apps, please see www.google.com/policies/privacy/partners/ (or any other URL Google may provide from time to time).  For information about how to opt out of having your information used by Google Analytics, visit https://tools.google.com/dlpage/gaoptout/.  To opt-out of any data collection by ZoomInfo, visit https://www.zoominfo.com/privacy-center/manage-profile.

 

Use of Your Information

We use the information that we collect from you to provide our services to you.  In addition, we may use the information for one or more of the following purposes:

  • To create your account
  • To fulfill our legal obligations
  • To send you marketing and promotional communications
  • To send you information about new services and features
  • To notify you of changes in our terms of use and privacy policy
  • To request feedback from you
  • To enforce our terms of use
  • For data and usage analysis, determining the effectiveness of our services or promotional campaigns, and to evaluate and improve the Website
  • For any other purpose with your consent.

ImaginePay will only keep your personal information for as long as it is necessary to comply with our contractual obligations unless a longer retention period is required or permitted by law (such as tax, accounting, or other legal requirements).  When we have no ongoing legitimate business need to retain your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

We have implemented technical and organizational security measures designed to protect the security of any personal information we collect.  Nothing on the Internet is 100% secure.  Transmission of personal information to and from the Website is at your own risk.  You should only access the Website within a secure environment.

Sharing of Your Information

We may share your information with third parties on any of the following bases:

  • You have given us consent to do so
  • It is reasonably necessary in order for us to achieve a legitimate business purpose
  • We must do so to meet our contractual obligations
  • We are legally required to do so
  • To investigate, prevent, or take action regarding suspected fraud, illegal activities, or threats to a person’s safety
  • To enforce or apply our Terms of Use, found at https://imaginepay.com/terms-of-use
  • When our third-party vendors, service providers, contractors, or agents require access to your information in order to perform work for us
  • In the negotiation or execution of a merger, sale, financing, loan, or acquisition
  • With our affiliates (parent companies, related companies, and subsidiaries)

You may opt-out of having your data collected or shared with others (except when required to meet our contractual obligations to you, we are legally obligated to do so, or to investigate, prevent, or take action regarding suspected fraud, illegal activities, or threats to a person’s safety) by emailing us at This email address is being protected from spambots. You need JavaScript enabled to view it..  

 

Equality in Service and Price

Your choice to opt-out of having your data collected or shared does not affect our prices or services.

 

Third-Party Websites

The Website may link to other online services, or mobile applications.  We cannot guarantee the safety and privacy of data you provide to any third parties.  Any data collected by third parties is not covered by this privacy policy.  We are not responsible for the content or privacy and security practices and policies of any third parties, including other services, or applications that may be linked to or from the Website.

 

Geographic and Age-Specific Privacy Rights

The Website is not directed towards children under the age of 18, and children under the age of 18 are not permitted to join or use the Website without the involvement of a parent or guardian. We do not knowingly collect personal information from children under the age of 18.

The Website is not directed towards European citizens or residents. We do not knowingly collect information from European citizens or residents.

California law permits California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year.  If you are a California resident and would like to make such a request, please submit your request in writing to us at This email address is being protected from spambots. You need JavaScript enabled to view it..

 

Certain states provide (now or in the future) their state residents with rights to:

  • Confirm whether we process their personal information
  • Access and delete certain personal information
  • Correct inaccuracies in their personal information, taking into account the information's nature processing purpose (excluding Iowa and Utah)
  • Data portability
  • Opt-out of personal data processing for
    • targeted advertising (excluding Iowa)
    • sales, or
    • profiling in furtherance of decisions that produce legal or similarly significant effects (excluding Iowa and Utah)
  • Either limit (opt-out of) or require consent to process sensitive personal data

The exact scope of these rights may vary by state.  To exercise any of these rights, please contact us at This email address is being protected from spambots. You need JavaScript enabled to view it..

TERMS OF USE

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Technology Partners, LLC ("Company", "we", "us", or "our"), concerning your access to and use of the https://imaginepay.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non­commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non­human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

 

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

3. Use the Site to advertise or offer to sell goods and services.

4. Circumvent, disable, or otherwise interfere with security related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

5. Engage in unauthorized framing of or linking to the Site.

6. Trick, defraud, or mislead us and other Site visitors users, especially in any attempt to learn sensitive account information such as user passwords.

7. Make improper use of our support services or submit false reports of abuse or misconduct.

8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

9. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

10. Attempt to impersonate another user or person or use the username of another user.

11. Sell or otherwise transfer your profile.

12. Use any information obtained from the Site in order to harass, abuse, or harm another person.

13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

14. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

15. Harass, annoy, intimidate, or threaten any of our employees or agents.

16. Delete the copyright or other proprietary rights notice from any Content.

17. Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

18. Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Site.

19. Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

20. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

21. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

22. Use the Site in a manner inconsistent with any applicable laws or regulations.

 

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non­confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD PARTY WEBSITES AND CONTENT

The Site may contain links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Websites or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third Party Content or any contact with Third Party Websites.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; and (3) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: URL FOR PRIVACY POLICY By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of North Carolina applicable to agreements made and to be entirely performed within North Carolina, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Binding Arbitration

If you and we are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Arbitration Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by you or us. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Charlotte, North Carolina. Except as otherwise provided herein, you or we may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Charlotte, North Carolina, and you hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non-convenience with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any dispute brought by you or us related in any way to the Site be commenced more than two (2) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither you nor we will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you agree to submit to the personal jurisdiction of that court.

Exceptions to Arbitration

You agree that the following disputes are not subject to the above provisions concerning binding arbitration: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of you or us; (2) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither you nor we will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS­IS AND AS­AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON­INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD ­PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $5,000.00 USD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Site; (2) breach of these Terms of Use; (3) your violation of the rights of a third party; or (4) any overt harmful act toward any other visitor or user of the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952­5210 or (916) 445­1254.

MISCELLANEOUS

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ImaginePay™ TERMS AND CONDITIONS
 
The following terms and conditions (these “Terms and Conditions”) are intended to apply to customers and partners of TECHNOLOGY PARTNERS, LLC, a North Carolina limited liability company doing business as ImagineSoftware (“Imagine”), such as medical practices and billing companies.  They do not apply to individual patients.  If you are a patient and have received a notice or other communication(s) through ImaginePay™ and have questions about it (them), please contact your medical service provider.
 
Imagine offers an Internet-based payment platform known as ImaginePay™, to its customers and partners (each referred to herein as “Customer”)  which allows the facilitation of  electronic payments by, or on behalf of, merchants that wish to accept credit card payments from their customers, using merchant services providers that are approved by Imagine and use an approved version of a payment processing system (“Approved Processors”), at its own discretion, to interface with the ImaginePay™ payment platform for transaction processing.  Imagine desires to provide Customer with a license to use ImaginePay™ and Customer desires to use ImaginePay™ under the terms and conditions set forth herein (the “Agreement”).  Accordingly, the Parties agree to the following Terms and Conditions: 
 
1. Definitions. As used herein, the following terms, when used in the singular, plural, or possessive form shall have the respective meanings set forth below:
1.1. “Authorized User” means Customer’s equity owners or employees, and any other Persons that have otherwise (a) been pre-approved in writing by Customer, and (b) agreed to abide by terms and conditions no less restrictive than those set forth in this Agreement. 
1.2. “Customer” has the meaning set forth above.
1.3. “Documentation” means the most current operating manual(s) for the applicable version of the Licensed Platform generally made available to end users by Imagine, whether in written or electronic form.  The Documentation substantially reflects the functionality of the version of the Licensed Platform referenced in the Documentation, however Customer understands and hereby acknowledges the Licensed Platform undergoes continuous modification intended to improve its functionality, and sometimes the Documentation content may lag behind the state of the most current version of the Licensed Platform. 
1.4. “Effective Date” is the date set forth in the table above.
1.5. “Fees” means, collectively, the Implementation Services Fee, License Fees, and Professional Services Fees, if any, due from Customer to Imagine.
1.6. “Go-Live Date” means the first day that Customer processes a payment transaction using the Licensed Platform.
1.7. “Hardware” means any tangible property comprising a computer or computer system, including (but not limited to) computers, workstations, printers, scanners, monitors and displays, networking devices such as routers, switches and modems, keyboards, mice, power supplies, and cabling.
1.8. “Imagine” has the meaning set forth in the opening paragraph.
1.9. “Implementation Services” means services by provided by Imagine for the implementation of the ImaginePay™ product.
1.10. “Implementation Services Fee” means the fee due from the Customer to the Imagine set forth on an SOW for the Implementation Services.
1.11. “License” means the license to use the Licensed Platform granted under Section 2.
1.12. “License Fees” means the fees Customer is obligated to pay to the Imagine in exchange for the License (unless waived for Customer’s agreement to use only Approved Processors) or under an SOW.
1.13. “Licensed Platform” means the ImaginePay™ payment platform.
1.14. “Parties” means Imagine and Customer together.  “Party” means either Imagine or Customer. 
1.15. “Person” means any natural person or any private or governmental entity, including (but not limited to) a corporation, partnership, limited liability company, government or governmental agency, department, or other subdivision.
1.16. “SOW” means a statement of work listing specific activities, deliverables, timelines, services, requirements, and/or pricing relating to services provided by Imagine to Customer hereunder.
1.17. “Term” means the time period starting on the Effective Date ending on the date this Agreement terminates.
1.18. “Territory” means the United States of America and its possessions, unless otherwise specified in an SOW.
 
2. License. In exchange for the Customer’s payment of the License Fees (unless waived) and agreement to use only Approved Processors, Imagine grants Customer a limited, non-exclusive, non-transferable license (the “License”) to use the Licensed Platform during the Term in the Territory subject to, and in strict accordance with, the following requirements and limitations:
2.1. Customer may copy the Documentation in order to make the Documentation available to all Authorized Users.  Otherwise, Customer shall not copy the Documentation in whole or in part for any reason.
2.2. Customer shall not re-license, sublicense, timeshare, make available as an application service or otherwise market, transfer or distribute to any other Person all or any part of any Licensed Platform or the Documentation, or any right, title or interest therein of any kind.
2.3. Customer shall not modify, translate, patch, alter or otherwise change the Licensed Platform or the Documentation or any part thereof, or create any derivative works thereof.
2.4. Customer shall not publish the results of any benchmark or performance tests of the Licensed Platform.
2.5. Customer shall observe and comply with Imagine’s proprietary rights and access rights set forth herein.
2.6. Customer shall: (a) notify Imagine in writing immediately of the unauthorized possession or use of the Licensed Platform or Documentation or any portion thereof; (b) assist in correcting any such unauthorized possession or use; and (c) cooperate with Imagine in any litigation against any Person instituted by Imagine to protect its proprietary rights.
2.7. Except for the License, Customer obtains no right, title, or interest in or to the Licensed Platform, the Documentation, or any other intellectual property of Imagine by virtue of any provision of this Agreement, and Customer shall not assert or claim any such right, title or interest.  To assist Imagine in the protection of its property rights, Customer shall permit reasonable inspections by representatives of Imagine to review Customer’s confidentiality policies and procedures relating to the safeguard of the Licensed Platform and the Documentation and the use thereof.  Additionally, Customer shall allow Imagine to examine the contents of the Authorized System, Customer’s hard drives, and other storage media to confirm that Customer’s use of Licensed Platform complies with this Agreement.
2.8. Upon termination of the License, Customer shall immediately erase, destroy, or return to Imagine all copies of the Documentation (current and former versions, if applicable) in Customer’s possession, including all archival copies of the Documentation stored on any form of archival magnetic or other electronic media.
2.9. Customer shall enter into, and remain in for the duration of the Term, a merchant transaction processing agreement with an Authorized Processor. 
 
3. Professional Services. Any service provided at any of the Customer’s places of business shall entitle Imagine to (in addition to any other applicable charges) reimbursement for travel, lodging, meals, and related expenses of Imagine’s personnel providing such support.
 
4. Customer Obligations and Responsibilities.
4.1. Through ImaginePay™, Imagine enables functionality permitting Customer to use the Licensed Software to charge a patient’s credit card for amounts Customer (or any of its customers) is owed after (a) deducting any and all amounts such patient has paid to the Customer, and (b) such patient’s insurance has paid Customer everything such insurance is obligated to pay toward such patient’s medical bill.  In exchange for and as a condition to enabling this functionality, Customer represents and warrants to Imagine that the following statements are true and correct, and will remain true and correct throughout the term of the Agreement:
a. Customer maintains an account in good standing with an Approved Processor.
b. Customer complies with all applicable laws and regulations.
c. Customer is solely responsible (or, at least, Imagine is not responsible) for any and all costs and expenses of acquiring and maintaining all Hardware, resources, and facilities (including without limitation trained and capable staff and Internet connectivity and service) required to effectively use the Licensed Platform. 
d. Customer maintains financial policies and procedures that govern its billing and collection processes in accordance with all applicable state and federal laws.
e. Customer has obtained and shall continue to obtain, and shall make available to Imagine upon request, written authorization to draw payment on any credit card or process any form of payment provided by a patient for the services rendered to such patient.
f. Customer shall obtain and make available to Imagine any applicable informed consents or required authorizations to bill patients for (a) in-network covered services and (b) out-of-network or non-covered services, including any applicable advance beneficiary notices required by the applicable payors. 
g. Customer acknowledges and agrees that it is solely responsible for compliance with any notifications, informed consents, advance beneficiary notices, and other communications required by applicable laws.
h. Customer acknowledges and agrees that its financial policies and procedures do not violate or conflict with any payor or participation agreements with third-party payer programs, including, without limitation, any state or federal healthcare programs.
i. Customer agrees to indemnify, defend, and hold harmless Imagine and its officers, directors, employees, and agents from and against any and all claims, penalties, losses, liabilities, judgments, settlements, awards, damages, costs, and expenses (including, without limitation, reasonable attorney’s fees) arising (directly or indirectly) out of Customer’s use of the Licensed Platform and Customer’s failure to pay any Fees when due.  This indemnity shall not apply to any claims for personal injury, death or property damage to the extent arising from Imagine’s negligence or willful misconduct when performing services on Customer’s premises.
 
5. Proprietary Rights.
5.1. Customer shall possess and use the Licensed Platform in (and only in) strict accordance with the terms of the License.
5.2. The owner (whether Imagine or another Person) of each item of intellectual property (including without limitation patent, copyright, trademark, and similar rights) embodied in the Licensed Platform or any component thereof shall possess and retain title in and to each such item of intellectual property, including, without limitation, all intellectual property embodied in (a) all Licensed Platform and programming documentation, (b) all Documentation, user manuals, guides or other user documentation relating to the Licensed Platform, (c) the design and format of the input and output screens, graphical user interface, and printable forms, reports and other hard copy output incorporated in or generated by the Licensed Platform, and (d) all additions, enhancements, revisions, updates or other modifications to the Licensed Platform or any part thereof, regardless of any fee or charge paid by Customer to Imagine in respect of the Licensed Platform or the design, creation or use of any portion thereof.  Customer has no interests in the Licensed Platform other than those stated herein.  Customer shall not make any claim or take any action inconsistent with this Subsection.
5.3. Each item of intellectual property embodied in the Licensed Platform or any component thereof as to which no public disclosure has been made constitutes valuable proprietary information and trade secrets of the owner of such intellectual property.  Customer shall not disclose (nor permit any Authorized User, Customer employee, contractor, agent, or other Person under its authority or control, to disclose) to any Person, or allow any Person access to, any such proprietary information or trade secrets in whole or in part; provided, however, use of the Licensed Platform in accordance with the terms and conditions of this Agreement shall be permitted by Authorized Users in the ordinary course and scope of their services to Customer. 
5.4. Customer shall not cause or permit removal or alteration of any notice, legend or symbol denoting any copyright, trademark, patent or other proprietary right or interest of the intellectual property owner appearing on any input or output screen or hard copy output incorporated in or generated by the Licensed Platform, or the Documentation, or any documentation, manuals, brochures, or other written or printed materials of any kind related to the Licensed Platform.
5.5. Customer shall not cause or permit (a) the Licensed Platform to be reverse engineered, decompiled, or disassembled in whole or in part, or (b) the design, structure, or source code of the Licensed Platform to be derived by any means, in whole or in part.  Except as expressly permitted herein, Customer shall not cause or permit the Licensed Platform, the Documentation, or other information related to the Licensed Platform to be copied or reproduced in any form or medium, in whole or in part.
5.6. Customer shall take such actions to preserve and protect the confidentiality of all of Imagine’s intellectual property which are, at a minimum, commensurate with those actions taken by Customer (or which would be taken by Customer if acting prudently) to preserve and protect its most valuable trade secrets or other proprietary or confidential information.  Customer’s confidentiality obligations hereunder do not apply to any information which (a) was lawfully and rightfully in Customer’s possession at the time of disclosure and was not acquired directly or indirectly from the intellectual property owner, (b) was lawfully and rightfully acquired by Customer from others who acquired it by proper means and had no confidentiality obligation to the intellectual property owner with respect to same, or (c) is now, or hereafter becomes, through no fault of Customer, part of the public domain by publication or otherwise.
5.7. Any derivative work of the Licensed Platform or Documentation produced or funded by Customer in whole or in part shall be considered part of the Licensed Platform and Imagine shall at all times retain exclusive title to and ownership of all such derivative works, and Customer shall provide to Imagine promptly upon demand copies of all programs, documentation, design schematics, or other written or graphic materials related to any such derivative works.  Customer hereby assigns to Imagine any and all right, title and interest Customer may have now or in the future in and to any and all such derivative works.  Customer shall execute and deliver to Imagine promptly upon request any document or instrument reasonably requested by Imagine from time to time to evidence or give effect to such assignment.
5.8. Neither Party shall infringe upon or otherwise make use of any trademark, service mark, trade name, or similar right or interest of the other Party without such other Party’s prior written consent.
 
6. Fees and Charges.
6.1 Unless otherwise expressly stated herein, the Fees, charges, and reimbursements set forth in this Agreement do not include shipping charges, or any sales, use, withholding, excise, or other taxes now or hereafter imposed on the production, storage, transportation, import, export, licensing or use of the Licensed Platform or other products or services provided under this Agreement.  Such expenses and taxes shall be paid by Customer, and Customer shall reimburse Imagine promptly upon demand for any such expenses or taxes advanced by Imagine on Customer’s behalf or otherwise incurred by Imagine.
6.2 Fees, charges, and reimbursements for standard setup of the Licensed Platform, and for training of Customer’s personnel, are set forth in an SOW unless waived in exchange for Customer’s agreement to use only Approved Processors.  Any additional setup or training services shall be invoiced to Customer at Imagine’s Professional Services Fees rates set forth in an SOW.
 
7. Payment Terms.
7.1 Customer shall pay in full when due all Fees, charges, and reimbursements provided for in this Agreement.  All Fees, charges, and reimbursements under this Agreement are quoted and payable in US dollars.
7.2 Except as otherwise set forth in this Agreement, all Fees, charges, and reimbursements owed by Customer under this Agreement shall be due and payable within ten (10) days after the date of the applicable invoice provided to Customer by Imagine.  Delinquent amounts owed by Customer shall accrue interest at the rate equal to the lesser of (a) one and one-half percent (1.5%) per month, compounded monthly, or (b) the maximum amount permitted by law.  Such delinquency interest shall be in addition to, and not in lieu of, any and all other rights and remedies of Imagine in respect of such delinquency available at law, in equity or otherwise under this Agreement.  No such interest accrued in respect of a delinquency shall be payable with respect to billed amounts disputed by Customer in good faith while such dispute is pending.  Once such dispute has been finally resolved, to the extent it is resolved in Imagine’s favor, such accrued interest shall be immediately due and payable to Imagine by Customer.
7.3 Payments due from Customer to Imagine are made by automated clearing house (ACH) transfer initiated by Imagine. Customer shall, upon the execution of this Agreement, provide to Imagine a completed copy of Imagine’s ACH transfer authorization form.
 
8. Limited Warranty. Imagine warrants that it has the legal right and authority to grant the License to Customer.  Imagine shall indemnify, defend, and hold harmless Customer from any liability for damages to the extent arising out of any third party claim that the Licensed Platform infringes any United States patent or copyright of such third party, except (a) where (i) the Licensed Platform was modified by a Person other than Imagine without Imagine’s prior written approval, (ii) the Licensed Platform was modified by Imagine in accordance with specifications provided by Customer, or (iii) the Licensed Platform was used in combination with third party equipment or intellectual property (whether or not supplied by Imagine), and (b) the Licensed Platform would not be infringing absent such modification or combination.  Customer’s right of indemnification is conditioned upon Customer giving Imagine (i) timely written notice of the claim, (ii) sole control of the defense of the claim, (iii) sole control of the settlement of the claim so long as the settlement imposes no obligations on Customer other than for money damages actually paid on Customer’s behalf by Imagine, and (iv) such timely assistance, information, and authority as Imagine reasonably considers necessary to carry out Imagine’s obligations under this Section.
 
9. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, THE LICENSED PLATFORM AND ALL OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY IMAGINE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IMAGINE EXPRESSLY DISCLAIMS AS TO THE LICENSED PLATFORM AND ALL OTHER PRODUCTS AND SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, ERROR-FREE OPERATION, DATA INTEGRITY, ABSENCE OF ANOMALIES OR NONCONFORMITIES, FUNCTIONALITY, PERFORMANCE OR UNINTERRUPTED SERVICE.  IMAGINE EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND AS TO ANY HARDWARE, SOFTWARE OR OTHER PRODUCT MANUFACTURED BY A PERSON OTHER THAN IMAGINE, REGARDLESS OF WHETHER IMAGINE SOLD, LICENSED OR OTHERWISE MADE AVAILABLE SUCH HARDWARE, SOFTWARE OR OTHER PRODUCT TO CUSTOMER.  IN CERTAIN CASES A WARRANTY OF A MANUFACTURER OTHER THAN IMAGINE MAY APPLY TO SUCH THIRD PARTY PRODUCTS.  IMAGINE BEARS NO RESPONSIBILITY FOR THE ACCURACY OR CORRECTNESS OF ANY DATA SUBMITTED TO OR PASSED THROUGH THE LICENSED PLATFORM.
 
10. Limitations of Remedies.
10.1 In the event of a breach of Imagine’s warranty under Section 8, Imagine shall, at its option and expense, either (a) procure for Customer a license permitting Customer to use the Licensed Platform as contemplated by this Agreement; (b) modify the Licensed Platform so that it is non-infringing and provides substantially equivalent functionality and performance; or (c) terminate the License.  Notwithstanding any other provision of this Agreement, Imagine shall have no liability or responsibility with respect to infringement claims related to Third Party Software.  Except for Customer’s right to indemnification under Section 8, this Section states Customer’s exclusive remedy and Imagine’s sole obligation in respect of the Licensed Platform’s infringement of any third party intellectual property rights.
10.2 Notwithstanding any other provisions of this Agreement, Customer's exclusive remedy in respect of or related (directly or indirectly) in any way to any defect or deficiency of the Licensed Platform (including without limitation any defect or deficiency in the Licensed Platform’s design, use, suitability, performance, features, or other characteristics, regardless of the applicability of any warranty) shall be for Imagine, at its option and at no cost or charge to Customer, to either: (a) repair or correct the defect or deficiency within a commercially reasonable time; (b) replace the portion of the Licensed Platform exhibiting the defect or deficiency with replacement software that corrects the defect or deficiency without a material adverse effect on the utility of the Licensed Platform; (c) replace the Licensed Platform in its entirety with other Software whose functionality is substantially the same as the Licensed Platform; or (d) terminate the License.
 
11. Limitation of Access to Licensed Platform. Imagine has the capability to deny Customer and its Authorized Users access to and use of the Licensed Platform if either (a) Customer is delinquent in the payment of any amount owed Imagine under this Agreement and within (10) days after written notice of such delinquency is given to Customer such delinquency is neither fully cured nor disputed by Customer in good faith pursuant to a written notice to Imagine, or (b) Customer is in breach of any other obligation of Customer under this Agreement and such breach is not fully cured within thirty (30) days after written notice of such breach is given to Customer’s legal contact.
 
12. Limitation of Damages. If, notwithstanding the provisions of this Agreement to the contrary, a court of competent jurisdiction determines that Customer is entitled to damages in respect of any claim by Customer arising under this Agreement or any other agreement between the Parties, the total amount of in damages for which Imagine may be liable shall be limited to the lesser of (i) Customer’s actual, direct damages, or (ii) one thousand dollars ($1,000).  The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of this Agreement, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of this Agreement, including the economic terms, would be substantially different.   IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL IMAGINE HAVE ANY LIABILITY FOR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), PUNITIVE DAMAGES, EXEMPLARY DAMAGES, OR OTHER SPECIAL DAMAGES OF ANY KIND, REGARDLESS OF WHETHER IMAGINE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
 
13. Termination.
13.1 Termination at Will.  Either Party may terminate this Agreement by providing ninety (90) days written notice to the other Part. For the purpose of clarification, if neither Party terminates this Agreement, the Term of this Agreement shall continue until it is terminated in accordance with this Section.
13.2 Termination for Breach of Proprietary Rights.  In the event Customer breaches any of its obligations under Section 5 of this Agreement, Imagine may terminate this Agreement upon written notice to Customer’s legal contact, and Customer shall have no right of cure in respect of such breach.
13.3 Termination for Payment Breach.  In the event any amount payable by Customer to Imagine under this Agreement remains delinquent more than thirty (30) days after Customer’s billing contact is given written notice of such delinquency, Imagine may terminate this Agreement upon written notice to Customer’s legal contact.
13.4 Termination for Performance Breach.  In the event either Party breaches any of its obligations under this Agreement (other than a breach referred to in Subsection 13.2 or 13.3) and such breach remains uncured more than sixty (60) days after the breaching Party is given written notice of such breach, the non-breaching Party may terminate this Agreement by written notice to the breaching Party.
13.5 Termination for Insolvency.  If Customer becomes insolvent, Imagine may terminate this Agreement upon written notice to Customer’s legal contact.  For this purpose, Customer shall be conclusively deemed “insolvent” if: (a) Customer voluntarily makes an assignment for the benefit of creditors or files a voluntary petition in bankruptcy; (b) an involuntary petition in bankruptcy is filed against Customer and such petition is not dismissed within sixty (60) days of the date of filing; (c) a court of competent jurisdiction appoints a trustee or receiver for substantially all of the assets of Customer for the benefit of creditors; or (d) a levy of execution is made upon substantially all of the assets of Customer and such levy is not quashed or dismissed within sixty (60) days.
13.6 Termination for Upon Certain Events.  In the event (a) Customer dissolves, reorganizes, or terminates its business or existence, or (b) the owner of a majority of the equity or voting interests in Customer dies or is declared legally incompetent, Imagine shall have the right to terminate this Agreement upon ten (10) days written notice to Customer’s legal contact. 
13.7 Effect of Termination.  Upon the termination of this Agreement for any reason, the License and other rights granted Customer hereunder shall immediately terminate, and within ten (10) days thereafter Customer shall return to Imagine or destroy all copies of current and prior versions of the Documentation in Customer’s possession or control and upon Imagine’s request confirm to Imagine in writing that Customer has no copies of any current or prior versions of the Documentation in Customer’s possession or control.  All amounts owed by either Party to the other as of the date of termination shall remain due and payable as provided in this Agreement, and all provisions of this Agreement regarding payment of such amounts shall survive termination of this Agreement.  Each provision of this Agreement other than (a) the grant of the License to Customer under Section 2, and (b) Subsections 13.1 through 13.6 shall survive termination of this Agreement until all obligations to which such provision may be applicable shall be fully performed and satisfied.
 
14. General.
14.1. Governing Law.  This Agreement shall be governed by and construed enforced in accordance with the laws of the State of North Carolina without regard to any choice of law or conflicts of law rules or principles of the State of North Carolina or any other jurisdiction.
14.2. Schedules and Exhibits.  The Schedules and Exhibits (if any) attached to this Agreement are by this reference incorporated into and made a part of this Agreement for all purposes.
14.3. Relationship Between the Parties.  The relationship between the Parties is that of vendor and customer, and nothing in this Agreement shall be construed as creating a joint venture, partnership, or employment or other principal-agent relationship between the Parties or between either Party and any employee or contractor of the other Party.  For the avoidance of doubt, neither Party shall have the right, power or authority legally bind the other Party or create any obligation or duty, whether express or implied, on behalf of the other Party.
14.4. Assignment.  Imagine may freely assign, transfer, or encumber any of its rights or obligations under this Agreement.  Customer may not assign or otherwise transfer or encumber its interest in this Agreement without the written consent of Imagine.  Any single assignment or single transfer to which Imagine may consent shall not relieve Customer of any of its obligations hereunder.  If Customer is an entity, any change (whether voluntary or involuntary) in the ownership or control (whether direct or indirect) of twenty-five percent or more of the equity or voting interests in the entity shall constitute an “assignment” for purposes of this Subsection.  Acceptance of payment or performance hereunder by Imagine after any assignment by Customer in violation of this Subsection shall not constitute consent to or approval of such assignment by Imagine.  In no event shall this Agreement be assignable by operation of any law, and Customer's rights hereunder may not become and shall not be set forth by Customer as an asset under any bankruptcy, insolvency, or reorganization proceedings.
14.5. No Implied Waiver.  A Party’s failure to exercise any right hereunder, or to insist upon the other Party’s strict compliance with any obligation hereunder, shall not constitute a waiver of the Party’s right at any subsequent time to exercise such right or to exact such compliance.  with the terms hereof.  A Party’s waiver of a particular default by the other Party shall not constitute a waiver of the other Party’s default under any other provision of this Agreement.
14.6. Construction.  Captions and Section headings used in this Agreement are for convenience of reference only and shall not be used in construing it.  Each Schedule attached to this Agreement is by this reference incorporated into this Agreement and made a part hereof.  This Agreement reflects the negotiation and bargaining of the Parties and no inference shall be drawn against a Party as the draftsman of this Agreement in whole or in part.
14.7. Notices.  All notices or other communications between the Parties contemplated by this Agreement, shall be in writing, in English, and sent by either a prepaid third-party delivery service with tracking capabilities and delivery confirmation, facsimile or email to the recipient’s address provided herein corresponding to the delivery method used.  Notices sent from the Imagine to the Customer shall be sent to the appropriate contact person listed. Communications sent by a third-party delivery service shall be deemed given and received at the time reflected in the third-party delivery service’s delivery confirmation.  Such communications sent by facsimile or email shall be deemed given and received at the time reflected in the machine generated electronic transmission and delivery confirmation.  Either Party may change its addresses for such communications from time to time by a notice to the other Party given in accordance with this Subsection.
14.8. Force Majeure.  Neither Party will have the right to claim damages or to terminate this Agreement as a result of the other Party's failure or delay in performance (other than with respect to payment obligations) due to circumstances beyond its reasonable control, such as labor disputes, strikes, lockouts, shortages of or inability to obtain labor, fuel, raw materials or supplies, war, riot, insurrection, epidemic, acts of God, acts of the other Party or governmental action not the fault of the non-performing Party.
14.9. Severability.  The invalidity, illegality, or unenforceability of any provision of this Agreement shall not render invalid, illegal, or unenforceable any other provision hereof, and the remainder of this Agreement shall remain in full force and effect.
14.10. Supremacy.  This Agreement, including the Schedules attached hereto, contains the full understanding of the parties, and supersedes all prior or contemporaneous agreements and understandings (except any existing non-disclosure agreement in effect between the parties, which shall continue according to its terms), written or oral, between the parties with respect to the subject matter hereof, and there are no representations, warranties, agreements, or understandings other than those contained herein.  No alteration, modification, variation, or waiver of this Agreement, or any of the provisions hereof shall be effective unless executed by both parties in writing.  This Agreement shall inure to the benefit of and be binding upon the Parties, their respective trustees, successors, permitted assigns and legal representatives.
14.11. Dispute Resolution.  If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered in Charlotte, North Carolina by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration.  The Parties further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.  The arbitration shall take place before a panel of three (3) arbitrators, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, either Party may immediately bring a proceeding seeking preliminary injunctive relief in a state or federal court located in Mecklenburg County, North Carolina, which shall remain in effect until a final award is made in the arbitration.  Such courts shall be the exclusive forums for all such proceedings initiated by either Party under or in connection with this Agreement or the subject matter hereof.  Each Party consents to the jurisdiction of such courts and agrees that venue in such courts shall be convenient and proper in connection with all such proceedings.  Each Party agrees not to commence any such proceeding in any other forum.  Each Party consents to service of process by U.S. mail in connection with any such proceedings.  Customer acknowledges that the rights of Imagine in its proprietary and confidential information are unique and, accordingly, Imagine shall, in addition to such other remedies as may be available to it at law or in equity, have the right to enforce its rights hereunder by an action for injunctive relief, specific performance, and damages to the full extent permitted by law.
 

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