YOU SHOULD CAREFULLY READ THE
FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE OUR EIPP SERVICE. YOU MAY NOT
ACCESS OR USE THIS SYSTEM WITHOUT AGREEING TO THESE TERMS. WHEN YOU ENROLL OR
SIGN IN TO THE SYSTEM, YOU ARE AGREEING TO ACCEPT ALL OF THESE TERMS.
MGM Resorts International, ("we",
"us", "our") and you ("you") are entering into this Subscriber
Agreement ("Agreement") for us to provide you with access to our
Electronic Invoice Presentment Services ("EIPP") on behalf of MGM Properties
"We", "us", and "our" refers to
MGM Resorts International.
"You" and "your" refers to the
individual or entity that is using the EIPP Service. An "Authorized User" is
any individual which you allow to use the EIPP Service or your password or
other means to access your account.
"EIPP" stands for Electronic
Invoice Presentment and Payment.
"Electronic Invoice Presentment"
stands for online viewing of invoices.
"Electronic Invoice Payment"
stands for online payment of invoices.
The "EIPP Service" stands for
Electronic Invoice Presentment and/or Electronic Invoice Payment as provided by
Fees. There is currently no fee from
us or individual the Biller to you for use of the EIPP Service.
Privacy. We do not sell individual
customer names or nonpublic personal information to third parties, and have no
posted on the EIPP website. By using the EIPP Service, you certify that you are
the sole owner of your billing account information, or that you are authorized
on behalf of all owners of the billing account information to authorize us to
use the information for the purposes set out in this Agreement. We will only
disclose information about you to third parties if:
- It is necessary to complete
- It is necessary to verify
the existence and condition of your deposit account;
- It is necessary to comply
with a governmental agency or court order;
- It is permitted by law;
- You give us your written
- You ask us to assist with
posting of a payment at a Biller.
4. Indemnity. You agree to defend, indemnify and hold us harmless from and against any and all losses, expenses, costs, reasonable attorneys’ fees, liabilities, damages, claims, suits and demands from third parties (including, without limitation, intellectual property, trade secret, trademark, copyright, or patent infringement claim) arising out of your use of the EIPP Service.
Limitations, Obligations and Availability. You agree that you will not provide access to the
EIPP Service to any party other than yourself and other joint owners of your
EIPP Service account, and you will take reasonable precautions to safeguard
your account number and/or password and keep them confidential. You agree to
use the EIPP Service only for lawful purposes. You shall perform all of your
respective obligations under this Agreement in compliance with all applicable
laws, ordinances, regulations or codes. You are responsible to provide at your
own expense all necessary telephone lines, Internet connection and equipment
needed to access the EIPP Service. You are solely responsible for the accuracy
of the information you provide to us and you represent and covenant that you
have all rights and title to use and provide to us such information. You must
maintain the confidentiality of your assigned account number and/or password
for the EIPP Service and you are responsible for all charges incurred under
your account number, unless otherwise provided under these terms. The
availability of the EIPP Service may be subject to interruption and delay due
to causes beyond our reasonable control.
to the EIPP Service and this Agreement. We reserve the right to change the EIPP Service
and this Agreement, including fees, in our sole discretion at any time, without
notice to you except as required by applicable law, and without liability. If
you do not agree to any amendments, you may stop using the EIPP Service and
terminate this Agreement as described below.
of Payment. If
you choose to use this service for payments, we will make payments for you
electronically either via credit card or via Automated Clearing House ("ACH")
based on our pre-determine payment method guidelines.
Day. A business
day means Monday through Friday excluding Federal Reserve holidays. All
billing transactions initiated after the payment cutoff time will be considered
as initiated on the next business day.
to Debit Account.
You authorize us to debit any of your deposit accounts in order to fund payments
that you initiate using the EIPP Service. Such charge may take the form of a
credit card payment or an ACH debit entry. You will designate a settlement
account for us to charge (the "Payment Method Account") and you agree to
maintain a balance or credit limit in that account that is sufficient to fund
all payments you initiate. You represent and warrant that you have the right
to authorize us to charge the payment account for payments you initiate using
the EIPP Service and you will indemnify and hold us harmless from any claims by
any other owner of the account. You also agree that we are not responsible for
any overdraft or insufficient fund situation or charge (including, but not
limited to, finance charges, late fees or similar charges) caused by your
failure to maintain funds sufficient to pay all payments you initiate.
You agree to promptly update any
changes to the financial institution account information and authorize us to
debit such account. You may stop payment of any scheduled payment on the EIPP
Notification. We will send you an e-mail
notification when a new invoice is available to be viewed. It is your sole
responsibility to schedule a payment via the EIPP Service.
If Your Account Number and/or Password Has Been Lost, Stolen, or Compromised or
There Has Been Unauthorized Use of Your Account. If you believe that your account
number and/or password has been lost or stolen, or that someone is using your account
number and/or password without your permission, notify us IMMEDIATELY in order
to keep your possible losses down. You are responsible for all payments
authorized by use of your account number and/or password.
agree to receive this Agreement and any and all disclosures and/or written
notices required by the applicable law and regulation and all other
communications, electronically by e-mail or within the EIPP Service. Special
technical specifications, including minimum browser requirements that are
necessary to use the EIPP website and to receive communications electronically
are disclosed in the "Help Section" of the EIPP website. You also agree that notices
to you may be provided by sending an e-mail to the e-mail address specified in
your account, that e-mail will constitute "writing" for all purposes and shall
be deemed received when sent. We may respond to you with an e-mail to any
communication you send to us, regardless of whether your original communication
to us was an e-mail.
to Your Information.
Changes to your credit card number, credit card expiration date, checking
account number and/or bank routing number must be made via the EIPP Service.
the Service. You
may terminate this Agreement: (i) if we breach any material provision of this
Agreement; or (ii) without cause; at any time on the EIPP website by using the
"Edit Profile" feature; or by calling us at (855) 275-5733; or via e-mail to
ARSupport@mgmresorts.com. Your request will be effective immediately. We may
terminate this Agreement at any time without penalty, prejudice or further
liability and we reserve the right to stop your use of the EIPP Service for any
reason whatsoever, including, without limitation, if:
address becomes invalid;
Federal laws or regulations require us to change the Service;
discontinue the Service.
In addition, if you breach a
material provision of this Agreement, including without limitation, if you provide
us incorrect information during the registration process; if we cannot receive
payment from your bank, credit union, or other account; if you become insolvent
or file bankruptcy; or if you violate this Agreement; we will have the right to
terminate this Agreement immediately by giving notice to you.
The termination of this Agreement
shall not affect any fees or charges already due to us from you and shall not
limit the right of the non-breaching party to avail itself of any and all
remedies it may have. The remedies provided in this Agreement shall be
cumulative with all other remedies at law or in equity.
of Warranty. YOU
EXPRESSLY AGREE THAT USE OF THE EIPP SERVICE AND THE DATA IS AT YOUR SOLE
RISK, AND THE EIPP SERVICE, THE EIPP WEBSITE, AND THE DATA ARE PROVIDED
"AS IS" WITH NO WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF AVAILABILITY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
of Liability. IN
NO EVENT WE WILL BE RESPONSIBLE FOR ANY PUNITIVE, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO
LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN ANY WAY
OUT OF THE EIPP SERVICE. OUR TOTAL, AGGREGATE LIABILITY TO YOU IS LIMITED TO
THE DEBITTED AMOUNT REGARDING THE TRANSACTION THAT USING THE EIPP SERVICE GAVE
RISE TO YOUR CLAIM.
You must select
the processing date for any payment, or specify a payment rule in the system
that automatically selects this date for you, for each bill received. This
date should be at least three (3) business days prior to the payment due date
to ensure appropriate time for the Biller to receive and post the payment to
your account. We are not responsible for any costs, expenses or other damages
you incur if your payment is not received by the Biller on or before the
payment due date.
We are not responsible for any
failure to complete or delay in completing payment due to any of the following:
- Your payment account does
not contain sufficient funds to complete the payment or the charge is
rejected or returned by your bank or financial institution;
- Your payment account is
- You are identified as a
- The Biller rejects or
returns the payment for any reason;
- Your equipment, software or
any communications link is not working properly;
- The EIPP Service is down;
- You have provided us with
incorrect information about the Biller;
- The Biller mishandles or
delays handling or posting any payment;
- Circumstances beyond our
control (for example, fire, flood, interference from an outside source,
postal delays) prevent or delay the transfer or payment from being
We may set a maximum dollar
amount for payment and/or refuse to permit any bill payment if we reasonably
believe such refusal is necessary or advisable for security reasons.
18. Other Provisions.
Neither this Agreement nor any portion hereof shall be assigned, sublicensed or otherwise transferred by you without our prior written consent. If any provision of this Agreement is unenforceable, the validity and enforceability of the other provisions shall not be affected. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or limit the right of the non- defaulting party to avail itself of any and all remedies it may have. The remedies provided for in this Agreement shall be cumulative with all other remedies at law or in equity. This Agreement shall be governed by and construed under the laws of Nevada, excluding its conflict of law rules. Any and all actions arising out of this Agreement shall be litigated in any court located in Clark County, Nevada. The parties hereto consent to personal jurisdiction in any such court and hereby waive any objection thereto and agree not to deny or defeat such court’s jurisdiction or venue (including, without limitation, by a motion forum non conveniens
). The Disclaimer of Warranty, Indemnity and the Other Provisions sections of this Agreement shall survive the termination of this Agreement.
19.1. Privileged Licenses. You acknowledge that we and others of the MGM Resorts Group (as defined below) are engaged in businesses that are or may be subject to and exist because of privileged licenses or other permits issued by governmental authorities or other sovereigns. We may terminate this Agreement, without penalty or prejudice and without further liability to you if any of the MGM Resorts Group: (i) is directed to cease doing business with you by any such authority or sovereign; or (ii) determines, in its sole and exclusive judgment, that you, your affiliates or any of your or their directors, officers, employees, agents or other representatives is, might be or is about to be engaged in or involved in any activity or relationship that could or does jeopardize any of the businesses or licenses of any of the MGM Resorts Group (including without limitation any denial, suspension or revocation (or the threat thereof)). Further, you: (a) acknowledge that it is illegal for an applicant to whom a license has been denied, a licensee whose license has been revoked, or a business organization under such a person’s control (“Denied Entity”), to enter into, or attempt to enter into, a contract with any of the MGM Resorts Group without the prior approval of certain gaming commissions or licensing authorities; (b) represent and warrant that you are not a Denied Entity and are not under the control of a Denied Entity; and (c) agree that any breach of the foregoing representation and warranty will allow us to immediately terminate this Agreement. “MGM Resorts Group” means us and our subsidiaries, partnerships, joint ventures and other affiliates, but expressly excludes CityCenter Holdings, LLC its subsidiaries, partnerships and joint ventures.
You acknowledge that we are a publicly traded company and agree that in the
event that there is any default or alleged default by us under this Agreement,
or you have or may have any claims arising from or relating to this Agreement, you
shall not commence any lawsuit or otherwise seek to impose any liability
whatsoever against any person or entity in its capacity as a stockholder of us
("Stockholder"). You further agree that you shall not permit any party
claiming through you to assert a claim or impose any liability against any
Stockholder (in its capacity as a Stockholder) as to any matter or thing
arising out of or relating to this Agreement or any alleged breach or default
Not to Sue in Lieu of a License Grant.
With respect to any and all information, data or right thereto (such as
patents, copyrights, trade secrets and trademarks) provided to us under this
Agreement and to the extent not already covered under an express license grant
under this Agreement or to the extent that ownership or joint- ownership has
not been assigned to or established with the MGM Resorts Group, you agree and
covenant not to assert any intellectual property claims or demands against any
of the MGM Resorts Group arising from the EIPP Service under this Agreement and
that you shall not commence or maintain any suit thereon against any of the MGM
Resorts Group whether at law or in equity; provided, however, this does not
constitute a general release of other claims that you may have against any of
the MGM Resorts Group. This covenant shall be binding upon you and your
successors and assigns and inure to the benefit of the MGM Resorts Group and
its successors and assigns.
to Sublicense. You acknowledge and agree that we require the ability to
have any and all of our current and future affiliated companies (including
current and future entities of the MGM Resorts Group) use your data and
information as permitted herein and as such, you grant us the right to
sublicense, transfer or assign, in whole or in part, to and otherwise share and
equally use with any or all of the MGM Resorts Group entities the same rights
and licenses granted to us by you, without any additional consideration. For
the sake of clarity, the purpose of the foregoing is to allow the MGM Resorts
Group use of all data on an enterprise-wide basis, as provided by you subject
to the other restrictions set forth in this Agreement.
parties of this Agreement are acting as independent contractors. Nothing
contained in this Agreement shall create or be construed as creating a
partnership, joint venture or agency relationship.
19.5. Assignment. Neither this Agreement, nor
any of the rights or obligations arising thereunder, may be assigned or
transferred by you, in whole or in part, without the prior written consent of
us, and any attempted assignment or transfer without our consent shall be of no
force or effect. You agree that, (i) we may assign this Agreement to any of
the MGM Resorts Group; (ii) any of the MGM Resorts Group shall be entitled to
assign this Agreement to an acquirer of all or substantially all of its assets
or its equity interests, regardless of whether any such acquisition is effected
by merger, consolidation or liquidation or by any other method, and (iii) in
the event one or more Billers owned, operated or managed by any of the MGM
Resorts Group to which this Agreement relates ceases to be owned, operated or
managed by any of the MGM Resorts Group, any of the MGM Resorts Group may (in
its sole and absolute judgment) (a) terminate this Agreement with respect to
any Biller, or (b) make a partial-assignment of this Agreement to any third
party that acquires ownership or assumes operation or management of any such
Biller, by assigning all of its rights and obligations to such third party with
respect to such Biller, whereupon such rights and obligations shall become
binding upon such third party. In the event of any such partial termination or
assignment to a third party, you agree to release all of the MGM Resorts Group
from any and all further obligations pursuant to this Agreement with respect to
the Biller arising from and after the date of any such partial termination or
assignment, and this Agreement shall continue in full force and effect between
the parties with respect to all other Billers. This Agreement shall be binding
upon and inure to the benefit of the successors and permitted assigns of each
of the parties.
disclosed in the EIPP website regarding use of the EIPP Service are the entire
understanding and Agreement between the parties with respect to the EIPP
Service and supersede any other oral or written agreements.