Please read these carefully
DISPUTE AUTOMATION TERMS OF SERVICE
Last updated: July 26th, 2022
These Dispute Automation Terms of Service constitute a binding legal agreement (the "Agreement") between you (either an individual or an entity) and CHARGEHOUND LLC, a subsidiary of PayPal, Inc. ("Chargehound,” “we,” “us,” or “our”) regarding your use of the current version of, or any future version of, www.Chargehound.com (the “Dispute Automation Site” or “Site”), including your use of a version of the dispute response service provided through the customer portal on the Dispute Automation Site (the "Dispute Automation Service").
Please read this Agreement carefully. By registering for an account on the Dispute Automation Site, or otherwise using the Dispute Automation Site or the Dispute Automation Service, you agree to be bound by this Agreement, all terms incorporated or referenced herein, and to use the Dispute Automation Site and the Dispute Automation Service in compliance with this Agreement. If you do not agree to the terms of this Agreement, you must not access or use the Dispute Automation Site or the Dispute Automation Service. If you are using the Dispute Automation Site or the Dispute Automation Service on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such company or entity to this Agreement.
Please be advised that this Agreement contains provisions, including an Agreement to Arbitrate, that govern how claims you and Chargehound have against each other are resolved, which will, with limited exception, require the parties to submit claims they may have against one another to binding and final arbitration. Under the Agreement to Arbitrate, the parties will (1) only be permitted to pursue claims against each other on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
1. Account RegistrationYou must register for and maintain an account to use the Dispute Automation Service. When registering, you must provide accurate and complete information about yourself (if you are registering on behalf of an entity, you must provide accurate and complete information about that entity) and promptly update this information if it changes. You represent and warrant that all required registration information you submit during registration or anytime thereafter 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 Dispute Automation Service.
Only you are authorized to use your account to use the Dispute Automation 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. You must notify us immediately of any unauthorized use of your account or any other breach of security regarding the Dispute Automation Service.
2. Additional PoliciesUse of the Dispute Automation Site or the Dispute Automation Services are subject to additional guidelines or policies, including the Chargehound Privacy Statement, available at https://www.chargehound.com/privacy, the Dispute Automation Data Protection Addendum, available here, and the Dispute Automation Security Policy, available at https://www.chargehound.com/security, (as applicable, the “Policies”). All such Policies are incorporated by reference into this Agreement. If this Agreement is inconsistent with the Policies, the terms in the Policies will control to the extent of the inconsistency.
3. FeesThe fee for the Dispute Automation Service is 39% of the dollar amount of any chargeback where (1) the Dispute Automation Service is used, and (2) that chargeback is settled, in whole or in part, in your favor. We will charge you on a monthly basis, and the fee is due within 30 days of delivery of an invoice. Invoices are delivered to the email you provided in your account. All payments must be in U.S. dollars, and you are responsible for all applicable taxes or other governmental charges. We may modify its fees, and any such modification will apply beginning in the month following publication or other notice of the change. We may charge interest, accruing at the lower rate of 1.5% per month, or the maximum amount permitted by law, on all overdue amounts.
4. Term and TerminationThis Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”): create a Dispute Automation account; accept this Agreement online; or begin using the Dispute Automation Site or the Dispute Automation Service. You may terminate this agreement, without cause, by providing us with notice of your intent to terminate, or by ceasing to use the Dispute Automation Services.
We may terminate this Agreement or suspend the Dispute Automation Service to you if any of the following occurs: (1) we are required by the card networks or acquiring banks, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) we determine that your use of the Dispute Automation Service carries an unacceptable amount of risk, including credit or fraud risk; or (4) any other legal, reputational, or risk-based reason exists, in our sole discretion. In the event that we terminate this Agreement, we will provide you with written notice as soon as reasonably practical. You may terminate your relationship with us and close your account at any time without cost by contacting customer service at help@chargehound.com.
After termination as described above, you will no longer have access to, and shall cease using the Dispute Automation Service. Any termination of this Agreement does not relieve you of any current or future obligation to pay any fees, costs, penalties or amounts owed by you to us under this Agreement, whether accrued prior to or after termination. The following provisions will survive termination: Fees, Covenants, Account Activity, License Grants (but excluding the license grants by Chargehound), Ownership, Customer Data and Privacy, Warranty Disclaimers, Limitations of Liability, Indemnity, Marketing and Publicity, Agreement to Arbitrate, Confidential Information, Waiver and Severability, Choice of Law and Jurisdiction, Entire Agreement, and Contact Information; Notices; Disclosures.
5. Access and Modifications to the Dispute Automation ServiceWe reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Dispute Automation Site and the Dispute Automation Service 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 Dispute Automation Service. Should you object to any modifications of the Dispute Automation Site or the Agreement, you must close your account and stop accessing or using the Dispute Automation Site and the Dispute Automation Service.
6. The Dispute Automation ServiceThe Dispute Automation Service automates responses to certain chargebacks that have been filed or requested by your customers using comprehensive response templates, shipping information, customer payment histories, and other information. In crafting automated responses, we may suggest filters and settings that may be appropriate for your business, based on factors such as your business profile and transaction history; however it is your responsibility to evaluate the usefulness and risk of any response template, information, product or service. You are responsible for your use of the Dispute Automation Service, including any settings related to manual review and fraud scoring. If we submit a response on your behalf, You hereby designate us, and we hereby agrees to serve, as your limited agent for the sole purpose of disputing certain chargebacks with the card networks that have been filed by your customers. This paragraph states the entirety of Chargehound’s duties as your agent, and no other duties shall be implied by Chargehound’s undertaking to act in that capacity.
7. Dispute EvaluatorDispute Evaluator is an optional feature of the Dispute Automation Service which allows you to automate the decision to contest a dispute. By enabling this feature, you agree that Chargehound may write rules for this feature using data provided by you to Chargehound through the Dispute Automation service. PayPal does not represent or warrant that Dispute Evaluator is error free or that it accurately identify chargebacks that should be disputed. Chargehound LLC reserves the right, in its sole discretion, to cancel or suspend use of Dispute Evaluator for any reason upon reasonable notice to you.
8. CovenantsIn using the Dispute Automation Service, you agree that you will not: (a) Violate this Agreement, any federal, state, or local laws, rules, or regulations applicable to your business; or any rule, guideline, or bylaw of any of the card networks, as they may be amended by the card networks from time to time (the “Network Rules”); (b) Fail to provide us with information that we reasonably request, in connection with this Agreement or your use of the Dispute Automation Service, about you or your business activities, or provide us with false, inaccurate or misleading information; (c) Refuse to cooperate in a legal investigation or audit that may be required by the card networks in connection with this Agreement or your use of the Dispute Automation Service; (d) Integrate or use the Dispute Automation Service without complying with our requirements; (e) Dispute a chargeback in which you have failed to provide or deliver bona fide goods or services (including charitable services), as described in the Network Rules, or which inaccurately describes the product or services being sold or the charitable donations being made; and (f) Fail to comply with any acceptable use policy that is applicable to you, including the acceptable use policy of your payment service provider(s) or credit card network(s).
9. Account ActivityYou may report to us any discrepancy relating to fees collected under this Agreement, however, you must notify us in writing of any such discrepancy within ninety (90) days of the date of the invoice. Following the expiration of this period, the discrepancy will be deemed as accepted and agreed to by you, and We will have no obligation to correct any errors or discrepancies identified after such period.
10. License GrantsIf you are using Chargehound software such as an API, developer’s toolkit or other software application, which may include software provided by or integrated with software, systems or services of our service providers, that you have downloaded or otherwise accessed through a web or mobile platform, then Chargehound grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited license to access and/or use Chargehound’s software in accordance with the documentation accompanying such software. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the Dispute Automation Service. If you do not comply with implementation, access and use requirements you will be liable for all resulting damages suffered by you, Chargehound and third parties. Chargehound may update or discontinue any software upon notice to you. While Chargehound may have (1) integrated certain third-party materials and technology into any web or other application, including its software, and/or (2) accessed and used certain third-party materials and technology to facilitate providing you with the Dispute Automation Service, you have not been granted and do not otherwise retain any rights in or to any such third-party materials. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third-party materials or technology, or otherwise create any derivative works from any of the software or third-party materials or technology. You acknowledge that all rights, title and interest to Chargehound’s software are owned by Chargehound, and any third-party materials integrated therein are owned by Chargehound’s third-party service providers. Any other third-party software application you use on the Chargehound websites is subject to the license you agreed to with the third party that provides you with this software. You acknowledge that Chargehound does not own, control nor have any responsibility or liability for any such third-party software application you elect to use on any of our websites, software and/or in connection with the Dispute Automation Service.
Chargehound does not claim ownership of the content that you provide, upload, submit or send to Chargehound. When you provide content to Chargehound or post content using the Dispute Automation Service, you grant Chargehound (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and develop new ones. Chargehound will not compensate you for any of your content. You acknowledge that Chargehound’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Chargehound.
11. Ownership“Chargehound,” and all logos related to the Dispute Automation Service are either trademarks or registered trademarks of Chargehound or Chargehound’s licensors. You may not copy, imitate, modify or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Chargehound. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by Chargehound for the purpose of directing web traffic to the Dispute Automation Service. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Chargehound or the Dispute Automation Service or display them in any manner that implies Chargehound’s sponsorship or endorsement. All right, title and interest in and to the Chargehound websites, any content thereon, the Dispute Automation Service, the technology related to the Dispute Automation Service, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Chargehound and its licensors.
12. Customer Data and PrivacyThe Chargehound Privacy Statement, available at https://www.chargehound.com/privacy, and the Chargehound Data Protection Addendum, available here are hereby incorporated into this Agreement. For each individual or entity upon whom you wish to conduct an investigation, you agree to supply Chargehound with the information or data which Chargehound reasonably requires to perform the Dispute Automation Service, including but not limited to the email address(es), first name, last name, addresses, and date and amount of relevant purchase(s) (collectively, "Customer Data"). You agree that such Customer Data will not include any full credit card numbers or other similar information regulated under applicable law, including but not limited to any “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4).
You acknowledge that Chargehound’s provision of the Dispute Automation Service is conditioned upon Chargehound’s receipt of correct and accurate Customer Data from you. You are solely responsible for your Customer Data. You hereby represent and warrant that your Customer Data, and providing Chargehound your Customer Data for Chargehound to use and disclose to third parties in accordance with this Agreement and the Chargehound Data Protection Addendum, does not violate any third-party rights, including any privacy rights of any person or entity, database rights, or any laws, regulations, or obligations imposed by any third party. Without limiting the foregoing, you hereby represent and warrant that you will have provided all required notices and obtained all necessary consents, approvals, and waivers to permit you to provide Chargehound with Customer Data pertaining to such individuals and for Chargehound to use and disclose to third parties Customer Data pertaining to such individuals as contemplated by this Agreement and the Chargehound Privacy Statement. Chargehound has no obligation to back up your Customer Data and your Customer Data may be deleted at any time. You are solely responsible for creating backup copies of your Customer Data if you desire.
You hereby grant, and you represent and warrant that you have the right to grant, to Chargehound an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to use (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 Customer Data, and to grant sublicenses of the foregoing. Chargehound will not, however, use your Customer Data in violation of applicable data protection laws.
You must not provide us with any Customer 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; (e) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying the Dispute Automation Service, or which may expose us or our suppliers, licensors, or users to harm or liability of any nature.
The Dispute Automation Security Policy, available at https://www.chargehound.com/security contains additional provisions applicable to your Customer Data and which are hereby incorporated into this Agreement.
13. Links and Third-Party ContentThe Dispute Automation Site and the Dispute Automation Service may contain links to Web pages and content of third parties that are not hosted by Chargehound ("Third-Party Content") as a service to those interested in this information. Chargehound does not monitor, endorse, or adopt, or have any control over, any Third-Party Content. Chargehound undertakes 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 Dispute Automation Site or the Dispute Automation Service, please be aware that this Agreement 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 Dispute Automation Site or the Dispute Automation Service. You access and use Third-Party Content at your own risk. The Dispute Automation Site and the Dispute Automation 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.
14. Warranty DisclaimersTHE DISPUTE AUTOMATION SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CHARGEHOUND DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO YOU AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHARGEHOUND OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CHARGEHOUND’S OBLIGATIONS.
The Dispute Automation Service is a computer network-based service which may be subject to outages and delay occurrences. As such, Chargehound does not guarantee continuous or uninterrupted access to the Dispute Automation Services. You further acknowledge and agree that access to the Chargehound website or to the Dispute Automation Services may be restricted for maintenance. Chargehound will make reasonable efforts to ensure that its services are performed in a timely manner; however, Chargehound will not be liable for any interruption, outage, or failure to provide the Dispute Automation Services. Chargehound will not be liable for any delay or non-performance of our obligations under this Agreement due to any cause beyond our control.
You acknowledge and agree that Chargehound does not represent or warrant that the Dispute Automation Service is error free or that Chargehound will resolve all, or any minimum percentage of chargebacks in your favor. In addition, Chargehound will not be liable if a chargeback is not successfully resolved in your favor using the Dispute Automation Service.
15. Limitations of LiabilityCHARGEHOUND SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DISPUTE AUTOMATION SITE AND THE DISPUTE AUTOMATION SERVICE, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OR CORRUPTION OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF CHARGEHOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL CHARGEHOUND’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY YOU TO CHARGEHOUND UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
16. IndemnityYou 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 Dispute Automation Site and the Dispute Automation Service, any Customer Data you provide, your violation of any provision of this Agreement, or your violation of any law, regulation, or rights of a third party. Chargehound reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Chargehound, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. Chargehound will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
17. Marketing and PublicityIf you register for an account to use the Dispute Automation Service, you (a) agree that Chargehound may disclose that you are a customer of ours, and may include your name and logo in any lists of customers on the Dispute Automation 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.
18. Changes to this AgreementWe may revise this Agreement and any of the Policies listed above from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If the changes reduce your rights or increase your responsibilities, we will provide you at least 30 days advance notice. By continuing to use the Dispute Automation Service after any changes to this Agreement, you agree to abide and be bound by those changes. If you do not agree with any changes to this Agreement, you must close your account and stop accessing or using the Dispute Automation Site and the Dispute Automation Service.
19. Consent to Electronic CommunicationsBy using the Dispute Automation Site or the Dispute Automation Service, you consent to receiving electronic communications from us via a website or to the email address you have provided. These communications may include notices about your account and information concerning or related to the Dispute Automation Site and the Dispute Automation 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.
20. Agreement to ArbitratePLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND CHARGEHOUND HAVE AGAINST EACH OTHER ARE RESOLVED.
A. Our Agreement
You and Chargehound agree that any and all disputes or claims that have arisen or may arise between you and Chargehound, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court. You or Chargehound may assert claims in small claims court instead of in arbitration if the claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
B. Notices of Dispute and Settlement Discussions
Before bringing any dispute or claim, you or Chargehound must first send the other party, by certified mail, a completed Notice of Dispute.
You should send this notice to Chargehound at: Dispute Automation by Chargehound c/o PayPal, Inc., Attn: Legal Specialists, Re: Notice of Dispute, P.O. Box 45950, Omaha, NE 68145-0950. Chargehound will send any notice to you to the address we have on file associated with your Chargehound account; it is your responsibility to keep your address up to date. To be valid, the Notice of Dispute must contain all of the following information:
If you and Chargehound are unable to resolve the claims described in the notice within 45 days after the notice is received by you or Chargehound, you or Chargehound may commence an arbitration proceeding. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. The Notice of Dispute requirements are essential to give the parties a meaningful chance to resolve disputes informally.
C. Prohibition of Class and Representative Actions and Non-Individualized Relief
You and Chargehound agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Chargehound agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect other Chargehound merchants.
D. Arbitration Procedures
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org. In the event that the AAA is unavailable or unwilling to administer the arbitration consistent with this Agreement to Arbitrate, another administrator will be selected by the parties or by the court.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.
Any arbitration hearings shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $25,000 or less, the arbitration will be conducted based solely on written submissions unless any party requests an in-person, telephonic, or videoconference hearing or the arbitrator decides that a hearing is necessary. In cases where an in-person hearing is held, you and/or Chargehound may attend by telephone or videoconference, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. No court or arbitrator shall be bound by rulings in prior arbitrations involving different Chargehound merchants, but a court or arbitrator will be bound by rulings in prior arbitrations involving the same Chargehound merchant to the extent required by applicable law. The arbitration award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
E. Severability
With the exception of any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above, if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms.
F. Opt Out Procedure
You can choose to reject this Agreement to Arbitrate (“opt-out”) by mailing us a written opt-out notice. For new Dispute Automation users, the opt-out notice must be postmarked no later than 30 days after the date you accept the Terms of Service for the first time. If you are already a current Dispute Automation user and previously accepted the Terms of Service prior to the introduction of this Agreement to Arbitrate on June 29th, 2022, the Opt-Out Notice must be postmarked no later than July 29th, 2022. You must mail the opt-out notice to Dispute Automation by Chargehound c/o PayPal., Attn: Litigation Department, Re: Chargehound Opt-Out Notice, 2211 North First Street, San Jose, CA 95131.
The written opt out notice must state that you do not agree to this Agreement to Arbitrate and must include your name, as well as the merchant name, address, phone number, and email address associated with the Dispute Automation account to which the opt out applies. You must sign the written opt out notice for it to be effective.
This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out of this Agreement to Arbitrate, all other parts of the Terms and Conditions will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us or our affiliates or subsidiaries.
G. Future Amendments to this Agreement to Arbitrate
Notwithstanding any provision in the Terms and Conditions to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Chargehound or you prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Agreement to Arbitrate that have arisen or may arise between you and Chargehound. We will notify you of amendments to this Agreement to Arbitrate by providing notice through email at least 30 days before the effective date of the amendments. If you do not agree to these amended terms, you may close your Dispute Automation account within the 30-day period and you will not be bound by the amended terms.
21. Confidential InformationThe parties acknowledge that in their performance of their duties hereunder, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Dispute Automation Services and the know how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
22. Waiver and SeverabilityOur failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Unless stated differently in the Agreement to Arbitrate section above, any provision of this Agreement that is found to be invalid, unlawful, or unenforceable will be severed from this Agreement, and the remaining provisions of this Agreement will continue to be in full force and effect.
The section headings and titles in this Agreement are for convenience only and have no legal or contractual effect.
23. AssignmentYou will not transfer or assign this Agreement, directly or indirectly, to another person without our prior written consent. Chargehound may assign this Agreement in its sole discretion without your written consent. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
24. Communication; Recording Calls; and Availability of Contractual DocumentsYou consent to receive autodialed or prerecorded calls and text messages from Chargehound, or its parent company or affiliates, at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your account or enforce the Agreement. Standard telephone minute and text charges may apply.
We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
Chargehound, or its parent company or affiliates, may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Chargehound, or its parent company, affiliates, or agents for monitoring, quality control and training purposes or for its own protection.
25. Choice of Law and JurisdictionThe laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.
26. Entire AgreementThis Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
27. Contact Information; Notices; DisclosuresThe services hereunder are offered by Chargehound LLC, located at 548 Market St, PMB 35891, San Francisco, CA 94104.
Notice to Chargehound, unless stated otherwise within this Agreement, shall be considered valid only if sent by postal mail to Chargehound LLC, Attn: Legal Department, 548 Market St, PMB 35891, San Francisco, CA 94104.
If you are a California resident, you may have this Agreement mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for this Agreement.
CHARGEHOUND TERMS OF SERVICE (ARCHIVED)
Last updated: March 17th, 2021
Effective through July 29th, 2022 for merchants who signed up for Chargehound before June 29th, 2022
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").
Please read this Agreement carefully. By registering for an account on the Service, or otherwise using the Site or the Service, you agree to be bound by this Agreement (including the fees as set forth in Section 3 and the privacy policy set forth in Section 8, and including the terms and conditions set forth in the hyperlinks in each such section) and to use the Site and the Service in compliance with this Agreement. If you are using the Site or the Service on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such company or entity to this Agreement. Despite the foregoing, if you have entered into a previously executed and still valid Cloud Services License Agreement with Chargehound, the terms and conditions of that Cloud Services License Agreement shall control with respect to any conflicts between this Agreement and the Cloud Services License Agreement.
1. Account RegistrationYou 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 PoliciesCertain 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. FeesCHARGEHOUND 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 TerminationIf 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 help@chargehound.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 ServiceWe 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; RestrictionsSubject 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. OwnershipThe 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 PrivacyOur Privacy Policy, available at chargehound.com/privacy, is hereby incorporated into these Terms. For each individual or entity upon whom you wish to conduct an investigation, you agree to supply to us with the information or data which we reasonably require to perform the Services, including but not limited to the debtor’s email address, first name, last name, email address, addresses, and date and amount of relevant purchase(s)) (collectively, "User Data"). You agree that such User Data will not include any full credit card numbers or other personally identifiable information regulated under relevant law, including but not limited to any “non-public personal information” as that term is defined in the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4).
You acknowledge that our provision of the Service is conditioned upon our receipt of correct and accurate User Data from you. You are solely responsible for your User Data. You hereby represent and warrant that your User Data, and providing us your User Data for us to use and disclose to third parties in accordance with these Terms and our Privacy Policy does not violate any third-party rights, including any privacy rights of any person or entity or any laws, regulations, or obligations imposed by any third party. Without limiting the foregoing, you hereby represent and warrant that you will have obtained all necessary consents, approvals, and waivers to permit you to provide us with User Data pertaining to such individuals and to use and disclose to third parties User Data pertaining to such individuals as contemplated by these Terms and our Privacy Policy. We have no obligation to back up your User Data and your User Data may be deleted at any time. You are solely responsible for creating backup copies of your User Data if you desire.
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. FeedbackIf 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 ContentThe 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 DisclaimersYOUR 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 LiabilityNEITHER 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. IndemnityYou 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 UsersThe 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 PublicityIf 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 TermsWe 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 CommunicationsBy 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 NoticesOur 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; DisclosuresThe services hereunder are offered by Backspaces Inc., located at 548 Market St, PMB 35891, San Francisco, CA 94104. If you have any questions or concerns about these Terms, the Site, or the Service, please send us a thorough description by email to help@chargehound.com.
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.
Please get in contact if you have any questions. We're here to help: help@chargehound.com
Are you a developer? Check out our integration documentation as well as our full API reference.
