Terms of Service
PLEASE READ THIS SUBSCRIBER AGREEMENT (“AGREEMENT”) BEFORE USING THE SERVICES OFFERED BY CWCHARGE (“COMPANY”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. COMPANY’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. The Web pages available at www.cwcharge.com, the CWCHARGE mobile application available in the iTunes and Google Play stores, and all linked pages and properties unless indicated otherwise (“Site” or “App”), are owned and operated by Company, and are accessed by you (“Subscriber”) under the following terms and conditions:
1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together Internet advertisers and publishers, as described more fully on the App and/or Site, and which are selected by Subscriber through the process provided on the App (“Services”). Company may change, suspend or discontinue the Services (or Subscriber’s access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the App and/or Site, or by sending Subscriber a notice via email or postal mail. Use of the Services by Subscriber following such notification constitutes Subscriber’s acceptance of the modified terms and conditions. Subscriber certifies to Company that if Subscriber is an individual (i.e., not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that it is legally permitted to use the Services and access the App, and takes full responsibility for the selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the App is revoked in such jurisdictions.
3. COMMUNICATIONS SOLELY WITH COMPANY. Subscriber agrees to direct to Company and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of Subscribers use of the Services.
4. CONTENT. The App and its contents are protected by U.S. and international copyright laws and are intended solely for the use of Company subscribers and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the App or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the â€œContent”) are protected by copyright. The term “Content” as used herein specifically includes any advertising or other content made available or submitted by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if Subscriber uses any of the Services to contribute or make available Content, Company is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Services and the App.
5. RESTRICTIONS. Subscriber (whether a publisher, advertiser or otherwise) warrants, represents and agrees that it will not contribute, submit or make available through the App, Site, or Services, or use the App, Site, or Services in connection with, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. Violations of this agreement include, but are not limited to: Promoting illicit or illegal activity, including content related to drugs, alcohol, tobacco, pornography, prostitution, or gambling; releasing personally identifying information about an individual; using racist, sexist, or other offensive language; malicious activity, or any other inappropriate or unintended use. If Subscriber is a publisher, Subscriber shall not, and shall not authorize or encourage any third party to (i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any Web page accessed by an end user after clicking on any part of an advertisement (“Advertiser Page”), provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the advertisement and the Advertiser Page; or (iv) display any advertisements on any error page, registration or â€œthank you” page (e.g. a page that thanks a user after he/she has registered with the applicable website). Company reserves the right to remove any Content from the App at any time, or to terminate Subscriber’s right to use the Services or access the App, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that Subscriber may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 14 (Termination). Subscriber is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Subscriber’s right to use the Services or to access the App. Use of the App, Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Subscriber will not run mailing-list, list serves, any form of auto-responder, or spam” on the App, or any processes that run or are activated while the Subscriber is not logged in.
6. DISCLAIMERS. * Subscriber acknowledges and agrees that Company has no special relationship with or fiduciary duty to Subscriber and that Company has no control over, and no duty to take any action regarding: which users gains access to the App or Services; what Content Subscriber accesses or receives via the App or Services; what Content other subscribers may make available, publish or promote in connection with the Services; what effects any Content may have on Subscriber or its users or customers; how Subscriber or its users or customers may interpret, view or use the Content; what actions Subscriber or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services. * Further, (i) if Subscriber is a publisher, Subscriber specifically acknowledges and agrees that Company has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any advertiser, and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Subscriber, and (ii) if Subscriber is an advertiser, Subscriber specifically acknowledges and agrees that Company has no control over any Content that may be available or published on any publisher website (or otherwise), and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Subscriber. * Subscriber releases Company from all liability in any way relating to Subscriber’s acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the App or Services. The App and/or Site may contain, or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the App, Site or Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the App or Services. Company makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions, actions and/or clicks, or the amount of any payment to be made to Subscriber in connection with the Services, if any. * THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN â€œAS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN OR PROMOTION, AND SUBSCRIBER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER. * ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the App, or otherwise connected with Subscriber’s use of the Services.
8. REGISTRATION AND SECURITY. As a condition to using Services, Subscriber may be required to register with Company and select a password and Subscriber name (“Company User ID”). Subscriber shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber’s account. Subscriber may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; (ii) use as a Company User ID a name subject to any rights of a person other than Subscriber without appropriate authorization; (iii) register for the Services using more than one Company User ID. Company reserves the right to refuse registration of, or cancel a Company User ID in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber’s Company password.
9. INDEMNITY. Subscriber will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of Subscriber’s access to the App and/or Site, use of the Services, the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber’s account, of any intellectual property or other right of any person or entity.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.
12. CONFIDENTIALITY. Subscriber agrees not to disclose Company Confidential Information without Company’s prior written consent. â€œCompany Confidential Information” includes without limitation: (i) all Company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber learns, develops or obtains that relate to the Services or the App; (ii) click-through rates or other statistics relating to App performance in the Services provided to Subscriber by Company; and (iii) any other information designated in writing by Company as â€œconfidential” or any designation to the same effect. â€œCompany Confidential Information” does not include information that has become publicly known through no breach by Subscriber or Company, or information that has been (a) independently developed without access to Company Confidential Information as evidenced in writing; (b)rightfully received by Subscriber from a third party; or (c) required to be disclosed by law or by a governmental authority.
13. INFORMATION RIGHTS. Company may retain and use for its own purposes all information Subscriber provides,including but not limited to App demographics and contact and billing information. Subscriber agrees that Company may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling Subscriber’s participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than Subscriber’s own jurisdiction. Company disclaims all responsibility, and will not be liable to Subscriber, however, for any disclosure of that information by any such third party. Company may share aggregate (i.e., not personally identifiable) information about Subscriber with sponsors, and other third parties. In addition, Subscriber grants Company the right to access, index, and cache Subscriber’s website, or any portion thereof, including by automated means including Web spiders or crawlers. Additionally, Subscriber grants to Company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing Company products and Services.
14. TERMINATION. Either party may terminate the Services at any time by notifying the other party by any means. Company may also terminate or suspend any and all Services and access to the App immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of the Subscriber’s account, Subscriber’s right to use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability.
15. REPRESENTATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each website Subscriber designates in connection with the use of Services or that Subscriber is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) Subscriber has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Subscriber hereunder. Subscriber further represents and warrants that each of Subscriber’s websites, Promotions and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.
16. MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with Company’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Massachusetts without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Company in any respect whatsoever.