Service Agreement


   MGM Resorts/CityCenter

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.


SUBSCRIBER AGREEMENT

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 ("Biller").

1.             Definitions

"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 us.

2.             Fees. There is currently no fee from us or individual the Biller to you for use of the EIPP Service.

3.             Privacy. We do not sell individual customer names or nonpublic personal information to third parties, and have no intention of doing so in the future. Our Official Privacy Policy, which is hereby incorporated in full by this reference, is 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:

  1. It is necessary to complete a transaction;
  2. It is necessary to verify the existence and condition of your deposit account;
  3. It is necessary to comply with a governmental agency or court order;
  4. It is permitted by law;
  5. You give us your written permission; or
  6. 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.

5.             Usage 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.

6.             Changes 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.

7.             Method 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.

8.             Business 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.

9.             Authority 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 website.

10.         Invoice 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.

11.         Procedures 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.

12.         Electronic Delivery. You 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.

13.         Changes 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.

14.         Stopping/Terminating 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:

a.    Your e-mail address becomes invalid;

b.    State or Federal laws or regulations require us to change the Service;

c.    We 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.

15.         Disclaimer 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.

16.         Limitation 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.

17.         Payments. 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:

  1. 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;
  2. Your payment account is closed;
  3. You are identified as a credit risk;
  4. The Biller rejects or returns the payment for any reason;
  5. Your equipment, software or any communications link is not working properly;
  6. The EIPP Service is down;
  7. You have provided us with incorrect information about the Biller;
  8. The Biller mishandles or delays handling or posting any payment;
  9. Circumstances beyond our control (for example, fire, flood, interference from an outside source, postal delays) prevent or delay the transfer or payment from being completed.

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.         Miscellaneous

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.

19.2. Non-Involvement of Stockholders. 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 by us.

19.3. Intellectual Property:

19.3.1. Covenant 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.

19.3.2. Right 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.

19.4. Independent Contractors. The 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.

20.         Entire Agreement. This Agreement, the Privacy Policy incorporated hereby and any terms or rules 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.

 

 




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