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CHARGEHOUND TERMS OF SERVICE
Last updated: October 20th, 2017
Welcome to our website at www.Chargehound.com (the "Site"). These Terms of Service (these "Terms") constitute a binding legal agreement (the "Agreement") between you (either an individual or an entity) and CHARGEHOUND Inc. ("CHARGEHOUND," "we," or "us") regarding your use of the current version of, or any future version of, the Site, including your use of a version of our fraud and abuse prevention service provided through our customer portal on the Site (the “Service").
You must register for and maintain an account with us to use the Service. When registering, you must provide accurate and complete information about yourself (i.e., if you are registering on behalf of an entity, that entity) and promptly update this information. You represent and warrant that all required registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we may suspend or terminate your account and your use of the Service.
Only you are authorized to use your account to use the Service and conduct other activities with us. You are responsible for all activities that occur through your account. To protect your account and corresponding sub-accounts from unauthorized use, keep all user identification and passwords secure and do not provide this information to anyone else. Please notify us immediately of any unauthorized use of your account or any other breach of security regarding the Service.2. Additional Policies
Certain features of the Site or the Service may require you to agree to additional guidelines, terms and/or conditions (“Policies”). All such Policies are incorporated by reference into these Terms. If these Terms are inconsistent with any Policy, the terms in the Policy will control to the extent of the inconsistency.3. Fees
CHARGEHOUND charges fees as explained on our site at chargehound.com/support. We will charge you monthly. All payments must be in U.S. dollars, and you are responsible for all applicable taxes or other governmental charges. CHARGEHOUND may modify its fees, and any such modification will apply beginning in the month following publication or other notice of the change.4. Term and Termination
If you violate any of these Terms, your permission to use the Service will automatically terminate. You also agree that CHARGEHOUND may at any time and without notice to you suspend or revoke your right to access and use the Service, or any part thereof, and any account(s) you may have in connection with the Service: (a) for any reason or no reason at all; (b) where CHARGEHOUND determines in CHARGEHOUND’s sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of CHARGEHOUND or any third party; or (c) in connection with any general discontinuation of the Service. You may terminate your account at any time by contacting customer service at email@example.com", however, any termination of your account will not relieve you of any current or future obligation to pay any fees or other costs owed by you to CHARGEHOUND under these Terms. The provisions of Fees and Payment, Confidentiality, License Restrictions (but excluding the license grants), Ownership, User Data and Privacy, Warranty Disclaimers, Indemnity, Limitations of Liability and General, will survive termination.5. Access to the Service; Modifications to the Service
We do not provide you with the equipment to access the Site or the Service. You are responsible for all fees charged by third parties to access the Site and the Service (e.g., charges by Internet service providers). You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Site or Service.
We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site and the Service (including, without limitation, access to any Content, in whole or in part, and including but not limited to any prior investigations on the Service and any Content displayed to you in connection with such investigations) without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service (including, without limitation, access to any Content, in whole or in part). Despite the foregoing, if you pay us a monthly base subscription fee, then upon termination of your account based on a permanent discontinuance of the Service in its entirety, we will pay to you a prorated refund representing the unused (as of the date of termination) portion of any subscription fees that you have paid in advance. Except as otherwise expressly provided for in this Agreement, CHARGEHOUND will have no liability whatsoever for and may at any time change, modify, update, remove, or add features to the Service or suspend or revoke your access to or use of all or part of the Service. Should you object to any modifications of the Terms, then you are not permitted to use the Site.6. License; Restrictions
Subject to your compliance with these Terms, we grant you a non-exclusive, revocable, non-sublicenseable, and non-transferable license to access and use the Site, the Service, and the Content for your personal, non-commercial (other than as explicitly permitted below in this Section) use.
You must comply with all applicable laws when using the Site, the Service, and any Content. Further, except as may be permitted expressly by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) record, pre-fetch, store, copy, cache, modify, distribute, publicly display, resell, distribute, publish, or otherwise provide access to any of the information (including, without limitation, contact information), data, or other content made available through the Site or the Service (“Content”) or compile or collect any Content as part of a database or other work, or use it to update any existing database or other work; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available or exploit, whether for commercial purposes or otherwise, any part of the Site, Services or Content to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, or use the Site or the Service to provide any service, information, or Content to a third party; (c) use the Site, the Service, or the Content for any purpose except for your own internal business use, or otherwise commercially exploit the Site, the Service, or the Content (provided, however, that this will not limit you from using the Service or the Content for the internal fraud prevention and abuse prevention purposes of a commercial or nonprofit entity); (d) access or use the Services or any Content for purposes of competitive analysis of the Services or Content, or the development, provision or use of a competing software service or product, or any other purpose that is to the Chargehound’s detriment or commercial disadvantage; (e) copy, modify, recreate or create derivative works or improvements of the Site or Content; (f) circumvent or disable any digital rights management, usage rules, or other security features of the Site, the Service, or any Content, or bypass or breach any other security device or protection used by the Site or the Services; (g) attempt or encourage others to attempt to reverse engineer, disassemble, or decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Site, the Service, or any components thereof, except as may be permitted expressly by applicable law; (h) use the Site or the Service in a manner that threatens the integrity, performance, or availability of the Site, the Service, or any third-party software, systems, networks, or services; (i) remove, alter, or obscure any online terms, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights or notices from any portion of the Service or Content; (j) use the Service or any Content in any manner as a factor in establishing an individual's creditworthiness or to determine any consumer's eligibility for credit, insurance, or employment; (k) use the Service or any Content for any marketing or promotional purposes (including, without limitation, to contact any persons or entities using any Content); (l) publicly disseminate information or analysis regarding the performance of the Service; (m) access or use the Services or Site in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of data), or that violates any applicable law; or (n) input, upload, transmit or otherwise provide to or through the Services or Site any information or materials that are unlawful or injurious, or contain, transmit or activate any software, or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system or network or any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.7. Ownership
The Site, the Service, and all Content are protected by applicable intellectual property laws, including United States copyright law and international treaties. We and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Site and the Service, including all Content on and available through the Site and the Service, and any and all underlying software and technology used to provide and make available the Site and the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied.
All trademarks, logos and service marks ("Trademarks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Trademarks without our prior written consent or the consent of such third party which may own the Trademarks. Except as provided for in this Agreement, none of the Content may be copied, displayed, distributed, downloaded, licensed, sublicensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without our express prior written permission.8. User Data and Privacy
You hereby grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to "Process" (meaning to perform any activity, including to use, reproduce, modify, adapt, publish, distribute, translate, publicly display and perform, prepare derivative works of, incorporate into other works, disclose, and otherwise use, in whole or in part, and to incorporate into other works in any format or medium now known or later developed) your User Data, and to grant sublicenses of the foregoing. We will not, however, Process your User Data for purposes of cookie tracking, ad exchanges, data brokerages, ad networks, or sending electronic communications (including email) in violation of applicable law.
You must not provide us with any User Data that (a) violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction; (b) contains or embodies any trade secrets or information for which you have any obligation of confidentiality; (c) infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available; (d) pertains to any person under 13 years of age; or (e) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying the Service, or which may expose us or our suppliers, licensors, or users to harm or liability of any nature.
You must not use the Service to obtain any Content regarding any person or entity in violation of any prohibition on you obtaining such Content under any applicable law or regulation.
You also should carefully review our Content Use Terms and Conditions, which contain additional provisions applicable to your User Data and which are hereby incorporated into these Terms.9. Feedback
If you provide us with identification of any potential errors in, or improvements to, the Site, the Service, or any Content (including, without limitation, providing any feedback with respect to any person's investigatory profile on the Service or any CHARGEHOUND Score relating thereto ("Feedback"), you hereby grant us the unrestricted right to use your Feedback, including the right to use your Feedback to improve the Site and the Service and create other products and services. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback that you consider to be confidential or proprietary.10. Links and Third Party Content
The Site and the Service may contain links to Web pages and content of third parties that are not hosted by us (“Third-Party Content”) as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third Party Content and can make no guarantee as to its accuracy or completeness.
Additionally, if you follow a link or otherwise navigate away from the Site or the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Site or the Service. You access and use Third-Party Content at your own risk.
The Site and the Service may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.11. Warranty Disclaimers
YOUR USE OF THE SITE AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, IS AT YOUR SOLE RISK. THE SITE, THE SERVICE, AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CHARGEHOUND AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SITE, THE SERVICE, AND THE CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE.
CHARGEHOUND AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SITE OR THE SERVICE OR YOUR ACCESS TO ANY CONTENT. CHARGEHOUND AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SITE, THE SERVICE, OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY OF THE CONTENT WILL BE TIMELY, ACCURATE, COMPLETE, ERROR-FREE, LEGAL, SAFE, OR FREE FROM VIRUSES OR OTHER HARMFUL CONTENT, OR THAT ANY ERRORS IN THE SITE, THE SERVICE, OR ANY ERRORS IN ANY RESULTS, DATA, INFORMATION, OR CONTENT OBTAINED OR DERIVED THROUGH THE USE OF THE SITE OR THE SERVICE OR ANY OF THE CONTENT WILL BE CORRECTED. ADDITIONALLY, YOU EXPRESSLY AGREE THAT CHARGEHOUND SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM INFILTRATION OF THE SITE BY MEANS OF SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS OR TECHNOLOGY DESIGNED OR INTENDED TO DISRUPT, DAMAGE, INTERCEPT OR EXPROPRIATE DATA FROM YOU OR THE SITE.
YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE DELIVERY IS SUCH THAT PERFORMANCE CANNOT BE COMPLETELY ASSURED. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE, THE SERVICE, OR ANY CONTENT WILL CREATE ANY WARRANTY REGARDING THE SITE, THE SERVICE, OR ANY CONTENT THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, THE SERVICE, OR ANY CONTENT, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM POSSIBLE UNDER SUCH APPLICABLE LAW.12. Limitations of Liability
NEITHER CHARGEHOUND NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CHARGEHOUND OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE, THE SERVICE, OR ANY CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THE MAXIMUM TOTAL LIABILITY OF CHARGEHOUND AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS UNDER THESE TERMS OR OTHERWISE RELATING TO THE SITE, THE SERVICE, OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES, IF ANY, PAID BY YOU FOR YOUR ACCESS TO AND USE OF THE SITE OR THE SERVICE IN THE SIX MONTHS PRECEDING THE APPLICABLE CLAIM. IF A COURT FINDS THE MAXIMUM TOTAL LIABILITY UNDER THE PREVIOUS SENTENCE UNENFORCEABLE, THE MAXIMUM TOTAL LIABILITY OF CHARGEHOUND AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS UNDER THESE TERMS OR OTHERWISE RELATING TO THE SITE, THE SERVICE, OR ANY CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED $50. YOU FURTHER AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, THE SITE, THE SERVICE, OR ANY CONTENT. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.13. Indemnity
You will defend, indemnify and hold harmless CHARGEHOUND, its subsidiaries and affiliates, and their respective directors, officers, agents, employees, licensors, and suppliers from and against any third-party claims or demands, and any related costs, damages, expenses, and liabilities (including reasonable attorneys' fees), arising out of or related to your use of the Site, the Service, and any Content, any User Data you provide, your violation of any provision of these Terms, or your violation of any law, regulation, or rights of a third party. 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 with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.14. Government Users
The Site, the Service, and all Content are "commercial items" as defined in 48 C.F.R. 2.101. Consistent with 48 C.F.R. 12.211 and 48 C.F.R. 12.212, such commercial items are provided to any U.S. Government users only as commercial Items and with only those rights and licenses set forth in this Agreement and subject to the restrictions set forth in this Agreement. All U.S. Government users use the Service with only those rights set forth in this Agreement. In accordance with the tailoring provisions of FAR 12.302, this Agreement amends certain provisions of FAR 52.212-4 as set forth herein, to the extent such provisions may be so tailored or amended in accordance with applicable law and government regulation. To the extent the foregoing tailoring or amendment is so permitted, the provisions of this Agreement will take precedence over any otherwise applicable and conflicting or inconsistent provisions of the documentation between the parties and any provisions of the FAR that may be referenced therein.15. Marketing and Publicity
If you register for an account to use the Service, you (a) agree that we may disclose that you are a customer of ours, and may include your name and logo in any lists of customers on the Site and in other marketing collateral and press releases; and (b) agree, if requested by us, to the issuance of a joint press release on a mutually agreed-upon date (which agreement will not be withheld unreasonably). Each party will have the right to approve the press release in advance, but such approval will not be unreasonably delayed or withheld.
Further, if you register for an account to use the Service, you agree to be the subject of a customer testimonial or case study written by us, which will discuss your use of the Service and may be published by us and used in sales, marketing, and press activities. You must approve each such testimonial or case study in advance, provided that approval will not be unreasonably delayed or withheld.16. Changes to these Terms
We may make changes to these Terms from time to time. If we make any material changes, we may notify you by sending you an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on the Site or the Service. Any changes to these Terms will be effective upon the earlier of thirty calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty calendar days following our posting of notice of the changes on the Site or the Service. These changes will be effective immediately for new users of our Site and our Service. Users of our Service are responsible for providing us with their most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Site or the Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.17. Consent to Electronic Communications
By using the Site or the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Site and the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.18. Legal Notices
Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. You will not transfer or assign this Agreement, directly or indirectly, to another person without our prior written consent. Nothing express or implied in this Agreement is intended to confer upon any entity other than the parties and their respective successors and assigns any rights, remedies, obligations, or liabilities whatsoever. We will not be liable for any delay or non-performance of our obligations under this Agreement due to any cause beyond our control.
These Terms are governed by the laws of the State of California, excluding conflicts of laws principles. Any controversy or claim arising out of or relating to the Site, the Service, or these Terms must be commenced by you in the State of California within one year after the claim arose. You consent to the exclusive personal and subject matter jurisdiction of the state and federal courts located in Santa Clara County, California, and unconditionally waive to the extent permitted by applicable law: (a) any objection that you might now or hereafter have to the venue of any such court in any action so instituted under these Terms and (b) any claim that any action or proceeding so brought in any such court has been brought in an inconvenient forum.
These Terms, including all Policies, constitute the entire agreement between you and CHARGEHOUND concerning the Site, the Service, and any Content. These Terms supersede all prior agreements or communications between you and CHARGEHOUND regarding the subject matter of these Terms.19. Contact Information; Disclosures
The services hereunder are offered by Backspaces Inc., located at 1212 Broadway, ste 1700, Oakland, CA 94612. If you have any questions or concerns about these Terms, the Site, or the Service, please send us a thorough description by email to firstname.lastname@example.org.
If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.